Attached files
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EX-99.1 - EX991 - CONSTITUTION MINING CORP | ex991.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): September
27, 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))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.02 Termination of a Material Definitive
Agreement.
On September 27, 2010, Constitution
Mining Corp. (the “Company”) announced the mutual termination of the previously
announced Asset Purchase Agreement, dated as of April 1, 2010, as amended by
Amendment No. 1 thereto dated as of July 13, 2010 (collectively, 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 would have purchased all of Seabridge’s
interests in certain exploration properties located in Nevada, along with
certain data and contracts related thereto. The parties agreement to
terminate the Purchase Agreement is effective as of September 23,
2010. Under the terms of the Purchase Agreement, the Company is not
entitled to recover its $302,206 payment to Seabridge for property fees due to
the Bureau of Land Management in July 2010 and its $200,000 payment to Seabridge
made in exchange for a no-shop provision in the letter of intent entered into
between the parties.
The Company issued a press release
announcing the termination of the Purchase Agreement on September 27, 2010, a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press
Release Issued by Constitution Mining Corp. on September 27,
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: Septembet
27, 2010
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EXHIBIT
INDEX
Exhibit
No. Description