UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~January 425, ~~2011~~2012

TUNDRA GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	333-169066	27-2019656
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 S Virginia Street, 8th Floor

Reno, Nevada

(Address of Principal Executive Offices)

89501

(Zip Code)

(775) 398-3012

(Registrant’s Telephone Number, Including Area Code)

~~_________________________________________________~~_________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On April 4, 2011, Tundra Gold Corp. (the “Registrant”) executed a property option agreement (the “Agreement”) with MinQuest, Inc. (“MinQuest”) granting the Registrant the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest, a natural resource exploration company. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims (the ‘Property”). Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

	Property		Work
	Payments		Expenditures
Upon Execution of the Agreement	$	20,000	$	-
By April 4, 2012		20,000		200,000
By April 4, 2013		65,000		200,000
By April 4, 2014		45,000		200,000
By April 4, 2015		60,000		250,000
By April 4, 2016		70,000		250,000
By April 4, 2017		80,000		300,000
By April 4, 2018		90,000		300,000
By April 4, 2019		100,000		350,000
By April 4, 2020		100,000		400,000
By April 4, 2021		250,000		750,000
	$	900,000	$	3,200,000

Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Registrant fails to make any payment when due, the Agreement gives the Registrant a 60-day grace period to pay the amount of the deficiency. MinQuest retained a 3% royalty of the aggregate proceeds received by the Registrant from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

The Registrant may use MinQuest for its mineral exploration expertise on the Property. Furthermore, both the Registrant and MinQuest have the right to assign, sell, mortgage or pledge their rights in each respective Agreement or on each respective Property. In addition, any mineral interests staked, located, granted or acquired by either the Registrant or MinQuest which are located within a 1 mile radius of the Property will be included in the option granted to the Registrant.

The Agreement will terminate if the Registrant fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Registrant gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Registrant also has the right to terminate the Agreement by giving notice to MinQuest.

Section 8 – Other Events

Item 8.01 Other Events.

On ~~April~~January 425, ~~2011~~2012 Tundra Gold Corp. (the “Registrant”) ~~closed~~adopted aits ~~private~~2012 ~~placement~~Stock Option Plan (“the 2012 Plan”). The 2012 Plan provides for the granting of 1up to 5,~~200~~000,000 ~~common~~stock ~~shares~~options atto ~~$0.25~~key ~~per~~employees, ~~share~~directors ~~for~~and aconsultants, ~~total~~of ~~offering~~common ~~price~~shares of ~~$300,000~~the Registrant. ~~The~~Under ~~common~~the ~~shares~~2012 ~~were~~Plan, ~~offered~~the granting of stock options, exercise prices and terms are determined by the Company's ~~pursuant~~Option Committee, a committee designated to anadminister ~~exemption~~the ~~from~~2012 ~~registration~~Plan ~~under~~by ~~Regulation~~the SBoard of ~~the~~Directors. Options ~~Securities~~granted ~~Act~~are ofnot ~~1933,~~to asexceed ~~amended~~terms beyond five years. ~~The~~ No ~~private~~stock ~~placement~~options ~~was~~have ~~fully~~been ~~subscribed~~granted tounder bythe ~~three~~2012 ~~non-U~~Plan.~~S. person.~~

For all the terms and provisions of the Agreement, reference is hereby made to such documents annexed hereto as Exhibits 10.1 and 10.2. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

104.1 ~~Crescent~~Tundra ~~Fault~~Gold ~~Property Option Agreement, dated April 4, 2011, by and between MinQuest Inc~~Corp. ~~and~~2012 ~~Tundra~~Stock ~~Gold~~Option ~~Corp.~~Plan

104.2 Form of ~~Private~~Stock ~~Placement~~Option ~~Subscription~~ Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tundra Gold Corp.
	(Registrant)

	By: /s/ Gurpartap Singh Basrai
	Name: Gurpartap Singh Basrai, Title: President, Chief Executive Officer, Treasurer, Secretary and Director

Date: ~~April~~January 730, ~~2011~~ 2012

Filing Compare · Tundra Gold Corp.