Attached files
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 18, 2011
THRUST ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-52403
(Commission File Number)
20-3373669
(IRS Employer Identification No.)
3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO M8X 2Y8
(Address of principal executive offices and Zip Code)
(647) 628-5375
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 18, 2011, Thrust Energy Corp. (the "Registrant") entered into an
agreement of purchase and sale (the "Asset Purchase Agreement") with North
American Mining Corporation (the "Vendor"), a Nevada Corporation (formerly,
American Mining Corporation), whereby the Registrant would acquire certain
assets of the Vendor (the "Assets") in exchange for 31,000,000 shares of the
Registrant's common stock (the "Shares") and an assumption of certain
liabilities associated with the Assets (the "Transaction"). The closing date
for the Transaction will be May 12, 2011, or such other date as may be mutually
agreed to by the parties (the "Closing Date"). A copy of the Asset Purchase
Agreement is attached to this Current Report as Exhibit 10.1.
Under the provisions of the Asset Purchase Agreement, the Vendor will assign to
the Registrant all of the Vendor's right, title and interest to certain assets
(the "Assets") on the Closing Date, as follows:
1. ASHDOWN MILL LETTER OF INTENT
The Vendor will assign to the Registrant all its right, title and interest in
and to a binding Letter of Intent dated March 22, 2011 (the "Ashdown LOI"),
between the Vendor and Win-Eldrich Gold Inc. ("WEG"). The Ashdown LOI will grant
the Registrant a 50% ownership interest in a permitted, operating mill facility,
together with ancillary equipment and supplies for concentrating molybdenum
sulphide (collectively referred to as the "Ashdown Mill"). The Ashdown Mill is
located on 39.7 acres of privately owned land that is subject to a long-term
lease from an unrelated third party. The Ashdown Mill is to be operated as a
joint venture by the Registrant and WEG through a Nevada limited liability
company to be formed.
The Ashdown LOI required the Vendor to pay $500,000 to WEG on execution of the
Ashdown LOI (the "Deposit"), with a further obligation to pay WEG $1.5 million
on execution of a definitive agreement (the "WEG Payment"), which is to be
executed within 90 days of the date of the Ashdown LOI (the "Due Date"). As of
the Closing Date, the Vendor will have paid the Deposit but will not have paid
the WEG Payment. As a result of the assignment by Vendor to the Registrant of
the Ashdown LOI and the assumption by the Registrant of liabilities thereunder,
the Registrant will be liable for the payment of the WEG Payment.
The Ashdown LOI will automatically terminate if the Registrant does not make the
WEG Payment by the Due Date, or such other date as the parties may agree to in
writing. If the Registrant fails to diligently and in good faith satisfy its
obligations under the Ashdown LOI, the Deposit will be forfeited. If the
Registrant's due diligence of the Ashdown Mill does not substantiate
representations made by WEG, the Deposit will be returned to the Registrant.
2. SILVER PEAK EXPLORATION AGREEMENT AND MILL SITE AGREEMENT
The Vendor will assign to the Registrant all its right, title and interest in
and to an Exploration Agreement And Mill Site Agreement dated September 23, 2010
(the "Silver Peak Agreement"), between the Vendor and Silver Peak Properties
LLC, a Delaware limited liability company ("Silver Peak"). Under the provisions
of the Silver Peak Agreement, Silver Peak will lease to Registrant a tract of
real property known as the 16:1 Mine Site, composed of 27.5 contiguous acres in
Esmeralda Count, Nevada. The Silver Peak Agreement will terminate if the
Registrant does not commence refining and milling production on the leased
property before September 17, 2011. The Silver Peak Agreement also grants the
Registrant the exclusive right of exploration for the duration of the Silver
Peak Agreement.
No initial payment by the Registrant is required under the Silver Peak
Agreement. Upon commencement of refining and milling operations, the Registrant
will owe monthly rent to Silver Peak for the remainder of the term of the Silver
Peak Agreement in the amount of the greater of: (a) 1.5% of the gross proceeds
of the material processed on the property; and (b) $2,500.00. The failure by
the Registrant to remit two or more rental payments will give Silver Peak the
right to terminate the Silver Peak Agreement.
The Silver Peak Agreement may not be assigned by the Vendor without the advance
written consent of Silver Peak. No such consent has yet been obtained.
3. CROWN GOLD MEMORANDUM OF UNDERSTANDING
The Vendor will assign to the Registrant all its right, title and interest in
and to a Memorandum of Understanding, dated November 16, 2010, between the
Vendor and Crown Gold Corporation of Reno, Nevada ("Crown"), granting a first
right of refusal option to process metallurgical samples at the Silver Peak
facilities to be acquired by the Registrant.
4. NJB BINDING LETTER OF INTENT AND TERM SHEET
The Vendor will assign all its right, title and interest in and to a Binding
Letter of Intent and Term Sheet dated March 21, 2011, between Vendor and NJB
Mining Inc. (the "NJB LOI"). Under the terms of the NJB LOI, the Registrant
will have the right to acquire certain milling equipment, including a used Marcy
ball mill, five used thickener mechanisms (Eimco Type B), and one used Eimco 2.6
meter belt press with dual "P" rolls (the "NJB Equipment").
The total purchase price for the NJB Equipment under the NJB LOI is $800,000 of
which $125,000 has been paid by Vendor. A further $100,000 is due on April 25,
2011, and will be paid by the Vendor. As of the Closing Date, the Registrant
will be required to pay $200,000 to NJB on May 25, 2011, $200,000 on June 25,
2011, and $175,000 on July 25, 2011. All payments are non-refundable.
5. MRI MILLING EQUIPMENT
The Vendor will assign a 100% ownership interest in and to the following
equipment, free and clear of encumbrances:
(a) one plasma (pillar) tilt furnace 750 kg capacity, with skidding and
platforms, cooler unit, environmental water bath and fume management,
miscellaneous pumps, electrical MCC unit and miscellaneous laboratory equipment;
(b) one Beckhart 800 mm filter press;
(c) one 12-pack 10" Krebs hydrocylone;
(d) one 80 ton fine ore bin; and
(e) miscellaneous other equipment, including a spare plate, frames, (4)
pumps, ancillary spare parts, filter press and dual tire stack frame.
Under the provisions of the Asset Purchase Agreement, the Registrant and the
Vendor will execute an Assignment and Assumption Agreement under which the
Vendor shall assign, convey and transfer to the Registrant all right, title and
interest in and to the Assets and the Registrant shall agree to assume, pay,
satisfy, discharge, perform and fulfill all obligations of the Vendor that arise
after the Closing Date in respect of the Assets.
Subject to the conditions of the Asset Purchase Agreement, the Shares will be
issued directly to the Vendor on the Closing Date. If the Registrant registers
any of its common stock under the U.S. Securities Act (other than by a
registration on Form S-8, S-4, F-4 or any successor similar forms or any other
form not available for registering "restricted securities" within the meaning of
Rule 144 under the U.S. Securities Act) for sale to the public, whether or not
for sale for its own account, the Vendor will have the right to request the
Registrant to register up to 30% of the Shares that are then "restricted
securities" within the meaning of Rule 144 under the U.S. Securities Act. The
Registrant will have an obligation to use its reasonable best efforts to include
in such registration under the U.S. Securities Act (if it proceeds with such
registration) all such restricted securities that Vendor requests the Registrant
to register. The Registrant may defer a registration of such restricted
securities for a period of not more than 180 days if, in the good faith judgment
of the board of directors of the Registrant, effecting the requested
registration would materially impede the ability of the Registrant to consummate
a significant transaction and the Registrant has not deferred a filing during
the previous 12 month period.
The obligation of the Vendor to complete the Transaction on the Closing Date is
subject to the Chief Executive Officer of the Vendor accepting a position of
employment with the Registrant as its Chief Executive Officer on the terms and
subject to the conditions of the Executive Employment Agreement attached as
Schedule H to the Asset Purchase Agreement. This condition has not, as yet,
been satisfied.
The obligation of the Registrant to complete the purchase and sale of the Assets
on the Closing Date is subject to the Registrant obtaining the consent of a
secured creditor of the Vendor, and the Vendor obtaining all necessary consents
to the Transaction from third parties, including the consent of Silver Peak to
the assignment of the Silver Peak Agreement. None of these conditions has, as
yet, been satisfied.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On April 18, 2011, Thrust Energy Corp. (the "Registrant") entered into an
agreement of purchase and sale (the "Asset Purchase Agreement") with North
American Mining Corporation (the "Vendor"), a Nevada Corporation (formerly,
American Mining Corporation), whereby the Registrant would acquire certain
assets of the Vendor (the "Assets") in exchange for 31,000,000 shares of the
Registrant's common stock (the "Shares") and an assumption of certain
liabilities associated with the Assets (the "Transaction"). The closing date
for the Transaction will be May 12, 2011, or such other date as may be mutually
agreed to by the parties (the "Closing Date").
The Board of Directors of the Registrant has estimated the value of the
Transaction to be $7.75 million. This valuation is based on estimates and
assumptions that affect the fair and reasonable value of the acquired assets and
assumed liabilities as of the Closing Date, and the expected amounts of
resulting revenue and expenses. The Registrant has based its estimates and
assumptions on current facts, historical experience and various other factors
that its management believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities. While the Registrant's management believes that the
estimated value of the Transaction is fair and reasonable, management does not
have any experience in asset valuation. Actual results experienced by the
Registrant may differ materially and adversely from management's estimates. To
the extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
In accordance with the terms of the Asset Purchase Agreement, the Shares are to
be issued on May 12, 2011, or such other date as may be mutually agreed to by
the parties. The Shares will be issued to the Vendor at a price of $0.25 per
share without registration in reliance upon exemptions provided by Section 4(2)
of the Securities Act of 1933, and Rule 506 of Regulation D promulgated
thereunder. The Vendor has agreed that it will not make any disposition of all
or any portion of the Shares issued to it unless such transfer is pursuant to
registration under the U.S. Securities Act or pursuant to an available exemption
from registration thereunder.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
CERTIFICATE OF CHANGE
On April 20, 2011, Thrust Energy Corp. (the "Registrant"), filed Articles of
Merger with the Nevada Secretary of State in order to merge with American Mining
Corporation ("AMC"), a wholly-owned subsidiary of the Registrant that was
incorporated on April 19, 2011 under the laws of the State of Nevada (the
"Merger"). Effective May 5, 2011, AMC will merge with and into the Registrant,
with the Registrant being the surviving entity. The Merger is being completed
under Section 92A.180 of the Nevada Revised Statutes, Chapter 92A, as amended,
and as such, does not require the approval of the stockholders of either the
Registrant or AMC. As a result of the Merger, effective May 5, 2011, the
Articles of Incorporation of the Registrant will be amended to change the name
of the Registrant to American Mining Corporation. A copy of the Articles of
Merger is attached to this Current Report as Exhibit 3.1. A copy of the Plan of
Merger is attached to this Current Report as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
3.1 Articles of Merger of Thrust Energy Corp.
10.1 Asset Purchase Agreement, dated April 18, 2011, between Thrust Energy
Corp. and American Mining Corp.
99.1 Plan of Merger of Thrust Energy Corp.
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.
THRUST ENERGY CORP.
/s/ Thomas Mills
Thomas Mills, President & CEO
Date: April 20, 201
