Little Squaw Gold Mining Company




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):  January 7, 2008


ULittle Squaw Gold Mining Company

(Exact Name of Registrant as Specified in its Charter)


Alaska

001-06412

91-0742812

(State or other jurisdiction of incorporation)

(Commission File  Number)

(IRS Employer Identification No.)


3412 S Lincoln Drive, Spokane WA

 

99203-1650

(Address of principal executive offices)

 

(Zip Code)


Registrant's telephone number, including area code: U(509) 624-5831


UN/A

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


Check the appropriate box below if the Form 8K fining is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ]

Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

[  ]

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

[  ]

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

[  ]

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


SEC 873  (5-06)

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Item 8.01  Other Events


On January 7, 2008 Little Squaw Gold Mining Company (“Little Squaw” or “the Company”) announces that it has entered into an Exclusivity Agreement (“the Agreement”) on the Livengood Bench placer gold deposit in Alaska.  The exclusivity fee is $100,000. The Agreement affords the Company the exclusive right to conduct a comprehensive analysis of the property and make commercial viability studies over the next two months. After completing due diligence and mining studies, Little Squaw will have the right to enter into a definitive agreement, prior to March 5, 2008, to purchase the property. The purchase terms are $8.35 million dollars in three annual payments, each consisting of nearly equal values of cash and the Company’s common shares. Should Little Squaw decide to proceed with the purchase, it will pay out $4.45 million in cash and roughly 4.33 million shares over the next three years, assuming a 90-cent stock price.


For additional information, please see the press release, incorporated herein as exhibit 99.1.  



Item 9.01

Financial Statements and Exhibits.


(d) Exhibits


Exhibit 99.1  - Press Release, January 7, 2008



SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

Little Squaw Gold Mining Company

(Registrant)



Dated: January 10, 2008

By:  /s/ Ted R. Sharp

 

Ted R. Sharp

Principal Financial Officer