Item 1.01 Entry into a Material Definitive Agreement.

As of January 27, 2020, Joshua Gold Resources had executed a First Amended Lock-Up/Leak-Out Agreement (the "Amended Agreement") with 17 stockholders (collectively, the "Stockholders" and each a "Stockholder"), who collectively own 60,343,555 common shares, constituting approximately 49.9 percent of the Company's outstanding shares. The Amended Agreement amends certain terms of a Lock-Up/Leak-Out Agreement executed by the Company and the Stockholders, together with six additional stockholders, on or before April 17, 2019 (the "Initial Agreement"). The Company expects that these additional stockholders, who collectively own 17,228,600 shares of common stock, will be executing the Amended Agreement shortly.

Under the terms of the Amended Agreement, until June 17, 2020, the above-referenced shares held by the Stockholders may only be sold under the following terms, which are quoted below directly from the Amended Agreement:

3.1

The Shareholder shall be allowed to sell in one (1) week, no more than the greater of (i) five percent (5%) of the total shares of the Company publicly traded on any nationally recognized medium of a stature no less than the Pink OTC Markets Group, Inc. (the "OTC Pink") over the previous ten (10) trading days, or (ii) one percent (1%) of the total number of LULO Shares (i.e., 0.01 x 77,572,155 LULO Shares = 775,721 LULO Shares) divided by thirteen (13) weeks (i.e., 775,721 LULO Shares / 13 = 59,670 LULO Shares), on a non-cumulative basis, meaning that if the amount of shares allowed to be sold under this subparagraph is not sold in any specific week, that the unsold amount cannot be cumulated and sold in any subsequent week or weeks with the sale of other shares that are allowed to be

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sold in a specific week (the "Leak-Out Sale Amount"), and that all such sales shall be made at the "ask" price and not the "bid" price.






3.2

During the LULO Shares Leak-Out Period, all LULO Shares shall be sold by the Shareholder in "broker's transactions" and in compliance with the "manner of sale" requirements as those terms are defined in Rule 144 of the SEC, meaning that the Shareholder will pay only the usual and customary brokerage commission or discount in connection with any such sale and will not solicit or arrange for the solicitation of orders to buy any of the Shareholders' Registered Shares in order to ensure that all such sales are made in "routine trading transactions."

3.3

During the LULO Shares Leak-Out Period, the Shareholder will not engage in an investment strategy based upon selling the LULO Shares or any other shares of the Company "short" while any of the LULO Shares remain unsold.

On December 26, 2019, the Company filed with the SEC a post-effective amendment to its Registration Statement on Form S-1 to remove all Registered Shares from registration. The SEC declared this post-effective amendment effective on January 6, 2020.

Copies of the Forms of Initial Agreement and the Amended Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the Agreement and the Amended Agreement do not purport to be complete and are qualified in their entirety by reference to the exhibits hereto.

Item 9.01 Financial Statements and Exhibits.




Exhibits:


Exhibit No.

Description of Exhibit


  10.1

Form of Initial Lock-Up/Leak-Out Agreement

1 0.2

Form of First Amended Lock-Up/Leak-Out Agreement

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