Attached files
| file | filename |
|---|---|
| EX-10.1 - COLOMBIA ENERGY RESOURCES, INC. | v196618_ex10-1.htm |
| EX-10.2 - COLOMBIA ENERGY RESOURCES, INC. | v196618_ex10-2.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): July
19,
2010
COLOMBIA
CLEAN POWER & FUELS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-32735
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87-0567033
|
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
|
|
incorporation)
|
Identification
No.)
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4265
San Felipe Street, Suite 1100, Houston, Texas
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77027
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (832) 327-7417
N/A
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
|
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o
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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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o
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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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Item
1.01 Entry into a Material Definitive Agreement
On July 19, 2010, Colombia Clean Power
& Fuels, Inc. (the "Company") through its wholly-owned subsidiary, Energia
Andina Santander Resources SAS (“Energia”), entered into two agreements with
Jorge Enrique Osorio Jimenez and Jose David Osorio Jiminez (collectively, the
“Assignors”) for the assignment to Energia of all of the Assignors’ rights and
obligations under (i) mining concession contract, file No. GG7-111 (the “GG7-111
Assignment Agreement”) and (ii) mining concession contract, file No. GG7-11522X
(the “GG7-11522X Assignment Agreement” and collectively with the GG7-111
Assignment Agreement, the “Assignment Agreements”), for the exploration and
exploitation of coal deposits on an aggregate of approximately 2,675 hectares
(6610 acres) of land located in the Department of Santander, Colombia, in
consideration for the aggregate payment of 400 million Colombian pesos
(approximately US$221,524, using the exchange rate US1.00=1,805.75 Colombian
Pesos on September 9, 2010, which also applies to all other currency conversions
in this Current Report on Form 8-K).
The aggregate purchase price will be
paid as follows:
(i)
twenty five percent (25%) of the purchase price, or 100 million Colombian pesos
(US$55,388), will be paid within twenty (20) days of execution of the Assignment
Agreement; and
(ii)
seventy five percent (75%) of the purchase price, or 300 million Colombian pesos
(US$166,136), will be paid within twenty (20) days following the date the
assigned rights are registered with the Colombian National Mining
Register.
In
addition to the purchase price, the Assignors are entitled to receive a royalty
equal to two dollars (US$2.00) for each ton of coal extracted under each
concession contract during the term of each such contract.
The Assignment Agreements are
each subject to and conditional on the approval of the Assignment Agreements by
the appropriate governmental authorities, including the Colombian Institute of
Geology and Mining. Pursuant to the Assignment Agreements, Energia
has agreed to take all measures necessary to obtain such
approvals. In addition, Energia has agreed to assume the obligations
of the Assignors under the contracts, including, without limitation, preserving
the exploration and exploitation rights granted under the mining concessions and
ensuring that title to the concessions comply with the requirements of the
Colombian mining code.
The above description of the Assignment
Agreements is qualified in its entirety by reference to the full text of the
English translations of the GG7-111 Assignment Agreement and the GG7-11522X
Assignment Agreement, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and the contents of which are
incorporated herein by reference thereto.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
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Number
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Description
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10.1
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GG7-111
Assignment Agreement by and between Energia Andina Santander Resources SAS
and Jorge Enrique Osorio Jimenez and Jose David Osorio Jiminez, dated as
of July 19, 2010 (English translation).
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10.2
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GG7-11522X
Assignment Agreement by and between Energia Andina Santander Resources SAS
and Jorge Enrique Osorio Jimenez and Jose David Osorio Jiminez, dated as
of July 19, 2010 (English
translation).
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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.
Dated: September
16, 2010
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COLOMBIA
CLEAN POWER &
FUELS,
INC.
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By:
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/s/ Edward P. Mooney
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Edward
P. Mooney
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President
and Chief Executive Officer
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