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): April
1, 2010
Constitution
Mining Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-49725
|
88-0455809
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
Pasaje
Mártir Olaya 129, Oficina 1203, Centro Empresarial José Pardo Torre A,
Miraflores, Lima, Perú
|
|
(Address
of principal executive offices including zip
code)
|
Registrant’s
telephone number, including area code: +51-1-446-6807
|
________________________________________________________________________
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
On April 1, 2010, Constitution
Mining Corp., a Delaware corporation (the “Company”), entered into an Asset
Purchase Agreement, dated as of April 1, 2010 (the “Purchase Agreement”), with
Seabridge Gold Corporation, a Nevada corporation (“Seabridge”), Pacific
Intermountain Gold Corporation, a Nevada corporation (“PIGC”), and Seabridge
Gold Inc., a Canadian corporation (“SEA”) (collectively, Seabridge, PIGC and SEA
are referred to as “Seabridge”). Pursuant to the Purchase Agreement,
the Company will purchase all of Seabridge’s interests in certain exploration
properties located in Nevada, along with certain data and contracts related
thereto, (the “Transaction”) for an aggregate purchase price consisting of: (1)
US$2,000,000 in cash (US$200,000 of which was paid to Seabridge upon execution
of the letter of intent in December 2009), (2) 3,000,000 shares of common stock
of the Company, (3) a one-year promissory note in the principal amount of
US$1,000,000 and (4) a two-year convertible debenture in the principal amount of
US$1,000,000. The promissory note and the convertible debenture will
be entered into by the parties upon the closing and the shares of common stock
will be delivered at closing, along with the final cash payment of
$1,800,000. The Transaction is expected to close on May 20,
2010.
The Purchase Agreement includes
customary representations, warranties and covenants of the
parties. The covenants of the Seabridge include
covenants: (1) not to solicit any proposals or offers, or participate
in any discussions, relating to the sale of all or any part of the purchased
assets; and (2) not to cause or permit encumbrances on the purchased
assets. The covenants of the Company include a covenant to return to
Seabridge certain funds previously paid by Seabridge to the Bureau of Land
Management, the U.S. Department of the Interior and the U.S. Forest Service of
the U.S. Department of Agriculture in the aggregate amount of $39,844 in respect
of reclamation bonding requirements.
The closing of the Transaction is subject to certain conditions, including, but
not limited to: (1) Seabridge obtaining certain authorizations, approvals and
consents necessary to transfer the assets to the Company, (2) the accuracy of
the parties’ representations and warranties, and (3) material performance of all
of the agreements and obligations of the parties. The Agreement
contains certain termination rights, including the right of either party to
terminate the Agreement if the closing has not occurred by June 20, 2010 (as
long as the terminating party has performed its obligations under the Agreement)
and to terminate upon a material misrepresentation or breach by the other
party. The Agreement may also be terminated upon mutual written
consent of the parties.
A copy of the Purchase Agreement is
attached hereto as Exhibit 10.1 and incorporated herein by
reference. The foregoing description of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement.
On April 5, 2010, the Company issued a
press release announcing the signing of the Purchase Agreement, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
|
10.1
|
Purchase
Agreement, dated as of April 1, 2010, made among Seabridge Gold
Corporation, Pacific Intermountain Gold Corporation, Seabridge Gold Inc.
and Constitution Mining Corp.
|
|
99.1
|
Press
Release Issued by Constitution Mining Corp. on April 5,
2010
|
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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: April
5, 2010
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