Attached files
| file | filename |
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| EX-10.1 - COLOMBIA ENERGY RESOURCES, INC. | v200518_ex10-1.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): October 20, 2010
COLOMBIA
CLEAN POWER & FUELS, INC.
(Exact
name of registrant as specified in its charter)
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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
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incorporation)
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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:
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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 October 20, 2010, Colombia Clean
Power & Fuels, Inc., a Nevada corporation (the “Company”), through its
wholly-owned subsidiary, Energia Andina Santander Resources SAS (“Energia”),
entered into an agreement (the “Assignment Agreement”) with Jose Alfonso Tamara
Osorio ( the “Assignor”) for the assignment to Energia of all of the Assignor’s
rights and obligations under a mining concession contract (file No. FLG – 092)
(the “Concession”) for the exploration and exploitation of coal deposits on an
aggregate of approximately 4,400 hectares (10,873 acres) of land located in the
Department of Santander, Colombia, in consideration for an aggregate payment of
US$ 1,515,000.
The aggregate purchase price was or
will be paid as follows:
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(i)
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US$55,000
was paid on execution of the Assignment
Agreement;
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(ii)
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US$40,000
was paid on October 27, 2010;
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(iii)
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US$220,000
will be paid on the date the assigned rights are registered with the
Colombian National Mining Register;
and
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(iv)
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the
balance of US$1,200,000 will be paid in six quarterly payments of
US$200,000, beginning three months after the date the rights are
registered, provided, however, that the amount of each quarterly payment
will be reduced by 50% of the value of any extraction royalties (as
described below) paid to the
Assignor.
|
In addition to the purchase price, the
Assignor is entitled to receive royalty payments in an amount equal to two
dollars (US$2.00) for each ton of coal extracted under the Concession during the
term of the Concession. Energia also paid government filing fees
totaling 215,377,844 Colombian pesos (approximately US$ 119,257, using the
exchange rate on October 20, 2010 of US1.00=1,804 Colombian Pesos) to the
Colombian Institute of Geology and Mining.
The
Assignment Agreement is subject to and conditional on the approval of the
Assignment Agreement by the appropriate governmental authorities, including the
Colombian Institute of Geology and Mining. Pursuant to the Assignment
Agreement, Energia has agreed to take all measures necessary to obtain such
approvals. In addition, Energia has agreed to assume the obligations
of the Assignor under the Concession, including, without limitation, preserving
the exploration and exploitation rights granted under the Concession and
ensuring that title to the Concession complies with the requirements of the
Colombian mining code.
The above description of the Assignment
Agreement is qualified in its entirety by reference to the full text of the
English translation of the Assignment Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and the contents of which is
incorporated herein by reference thereto.
1
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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Assignment
Agreement dated as of October 20, 2010 by and between Energia Andina
Santander Resources SAS and Jose Alfonso Tamara Osorio (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: November
1, 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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