Attached files
| file | filename |
|---|---|
| EX-99.1 - EX991 - CONSTITUTION MINING CORP | ex991.htm |
| EX-10.1 - EX101 - CONSTITUTION MINING CORP | ex101.htm |
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 25,
2010
Constitution Mining
Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-49725
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88-0455809
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|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Pasaje Mártir Olaya 129, Oficina 1203, Centro
Empresarial José Pardo Torre A, Miraflores, Lima,
Perú
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(Address
of principal executive offices including zip
code)
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Registrant’s
telephone number, including area code: +51-1-446-6807
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________________________________________________________________________
(Former
name or former address, if changed since last report)
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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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
January 25, 2010 (the “Effective Date”), Constitution Mining Corp. (the
“Company”) entered into a Mineral Rights Option Agreement (the “Option
Agreement”) with Temasek Investments Inc. (“Temasek”), a company incorporated
under the laws of Panama. Pursuant to the Option Agreement, the
Company acquired three separate options from Temasek, each providing for the
acquisition of approximately a one-third interest in certain mineral rights (the
“Mineral Rights”), in certain properties in Peru (the “Peru Property”) that abut
other property interests the Company already has in Peru. Pursuant to
the Option Agreement, the exercise of all three options would result in the
Company’s acquisition of one hundred percent of the Mineral
Rights. The Mineral Rights are currently owned by Woodburn
Investments, Inc. (“Woodburn”). Minera Saramiriza S.A.C. (“Minera
Saramiriza”), a corporation incorporated under the laws of Peru and a
wholly-owned subsidiary of Temasek, owns 999 shares of the 1,000 shares of
Woodburn that are issued and outstanding. Temasek owns the single
remaining share of Woodburn. The acquisition by the Company of each
thirty-three percent interest in the Mineral Rights is structured to occur
through the transfer to the Company of thirty-three percent of the outstanding
shares of Woodburn upon the exercise of each of the three options.
The
Company may exercise the initial option to acquire a thirty-three percent
interest in the Mineral Rights by fulfilling the following
conditions:
|
·
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Issuance
of 500,000 shares of the Company’s common stock to Temasek within thirty
(30) days from the Effective Date;
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·
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Payment
of $250,000 to Temasek within twelve months of the Effective Date;
and
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·
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Issuance
of 1,000,000 shares of the Company’s common stock to Temasek or its
designee within twelve months from the Effective
Date.
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The Company may exercise the second
option to acquire the second thirty-three percent interest in the Mineral
Rights, resulting in the acquisition of a sixty-six percent interest in the
Mineral Rights, by fulfilling the following conditions:
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·
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Exercise
of the initial option to acquire a thirty-three percent interest in the
Mineral Rights;
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·
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Payment
of $1,000,000 to Temasek within twenty-four months of the Effective Date;
and
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·
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Issuance
of 1,000,000 shares of the Company’s common stock to Temasek or its
designee within twenty-four months from the Effective
Date.
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The Company may exercise the third
option to acquire the final thirty-four percent interest in the Mineral Rights,
resulting in the acquisition of a one-hundred percent interest in the Mineral
Rights, by fulfilling the following conditions:
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·
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Exercise
of the second option to acquire an aggregate sixty-six percent interest in
the Mineral Rights;
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·
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Payment
of $2,000,000 to Temasek within thirty-six months of the Effective Date;
and
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·
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Issuance
of 2,000,000 shares of the Company’s common stock to Temasek or its
designee within thirty-six months from the Effective
Date.
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Upon the Company’s acquisition of a
100% interest in the Mineral Rights, Temasek is entitled to an annual 2.5% net
returns royalty. However, if the Company pays Temasek $2,000,000
within ninety (90) days of its acquisition of a 100% interest in the Mineral
Rights, Temasek will only be entitled to an annual 1.0% net returns royalty from
the Company.
If the Company exercises the second,
thirty-three percent option, resulting in the acquisition of a sixty-six percent
interest in the Mineral Rights, but fails to exercise the final option and fails
to acquire a 100% interest in the Mineral Rights, the Company and Temasek will
form a joint venture in which the Company will be wholly responsible for
developing a feasible mining project and all necessary facilities and Temasek
shall retain a carried free interest in the mining rights. If the
Company does not develop a feasible mining project within three years of the
Effective Date, the Company will be responsible to pay Temasek an advance
minimum mining royalty of $500,000 per year, which will be deducted from
Temasek's net return royalty.
The foregoing description is qualified
in its entirety by reference to the Option Agreement that is filed as Exhibit
10.1 to this Form 8-K and is incorporated herein by reference
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Mineral
Right Option Agreement with Temasek Investments, Inc., January
2010.
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| 99.1 | Press Release Dated January 26, 2010 |
- 3
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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.
Constitution
Mining Corp.
/s/
Michael
Stocker
Name: Michael
Stocker
Title: Chief
Executive Officer
Date: January
26, 2010
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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99.1
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