Attached files
| file | filename |
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| EX-10.4 - SHARE PURCHASE OPTION AMENDING AGREEMENT - HAWKER ENERGY, INC. | f8k093009a1ex10iv_saracreek.htm |
| EX-10.3 - SHARE PURCHASE EXTENSION AGREEMENT - HAWKER ENERGY, INC. | f8k093009a1ex10iii_saracreek.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A-1
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 30, 2009
SARA
CREEK GOLD CORP.
(Exact
name of registrant as specified in its charter)
Commission
File Number 000-52892
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Nevada
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98-0511130
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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5348
Vegas Drive, #236
Las
Vegas, NV 89108
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 702-952-9677
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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
September 30, 2009, Sara Creek Gold Corp. (the “Company”) and Orion Resources,
N.V. (“Orion”), a Suriname corporation, entered into a Share Acquisition and
Investment Agreement (the “Investment Agreement”) whereby the Company agreed to
acquire one (1) share in the capital of Orion, which will represent 50% of
Orion’s issued and outstanding capital, for a purchase price of
$2,000,000. At closing, Mr. Jean Pomerleau is to be appointed as a
director of Orion. The Investment Agreement was scheduled to close on
November 15, 2009 or such other date as agreed to by the Company and
Orion.
Orion is
a resource company with a 100% interest in and to a resource property consisting
of two exploration concessions consisting of 56,920 hectares (the “Property”),
located in east central Suriname, in the districts of Brokopondo and
Sipalilwini.
The
foregoing description of the Investment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Investment
Agreement, which was attached as Exhibit 10.1 to the Company’s Form 8-K filed on
October 7, 2009, and which is incorporated herein by reference.
Since the
closing of the Investment Agreement was not going to occur on or before November
15, 2009, the Company and Orion entered into a Share Purchase Extension
Agreement dated November 15, 2009 (the “Extension Agreement”) whereby the
closing date of the Investment Agreement has been extended to December 31, 2009,
or such other date as agreed to by the Company and Orion.
The
foregoing description of the Extension Agreement does not purport to be complete
and is qualified in its entirety by reference to the Extension Agreement, which
is attached hereto as Exhibit 10.3 and which is incorporated herein by
reference.
In
addition, on October 5, 2009, the Company and Kapelka Exploration Inc.
(“Kapelka”), an Alberta corporation, entered into a Share Purchase Option
Agreement (the “Option Agreement”) whereby Kapelka granted the Company the
exclusive right and option to purchase the one share of Orion currently
registered to Kapelka (the “Share”), which as of the date of the Option
Agreement represented 100% of Orion’s issued and outstanding
capital.
The
foregoing description of the Option Agreement does not purport to be complete
and is qualified in its entirety by reference to the Option Agreement, which was
attached as Exhibit 10.2 to the Company’s Form 8-K filed on October 7, 2009, and
which is incorporated herein by reference.
On
November 15, 2009, the Company and Kapelka entered into a Share Purchase Option
Amending Agreement (the “Amendment Agreement”) whereby the parties agreed to
amend the Option Agreement such that the expenditures on exploration by the
Company are to start on January 6, 2010 instead of November 15,
2009. Section 2.2(a) of the Option Agreement is amended as
follows:
“In order
to exercise the Option and to acquire the Share, Sara Creek shall, by or before
September 30, 2011:
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(a)
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paying
a total of US$6,500,000 for expenditures associated with the exploration
and development of the Property (the “Capital Expenditures”), which
Capital Expenditures may be made by the Company in such increments as it
in its sole discretion determines (so long as the aggregate amount of such
Capital Expenditure is made by or before September 30, 2011, and that a
minimum amount of $250,000 per month is paid towards the Capital
Expenditures commencing on or before January 6,
2010); and”
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The
foregoing description of the Amendment Agreement does not purport to be complete
and is qualified in its entirety by reference to the Amendment Agreement, which
is attached hereto as Exhibit 10.4 and which is incorporated herein by
reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. Description of
Exhibit
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10.1(1)
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Share
Acquisition and Investment Agreement between Sara Creek Gold Corp. and
Orion Resources, N.V., dated September 30,
2009.
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10.2(1)
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Share
Purchase Option Agreement between Sara Creek Gold Corp. and Kapelka
Exploration Inc., dated October 5,
2009.
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10.3
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Share
Purchase Extension Agreement between Sara Creek Gold Corp. and Orion
Resources, N.V., dated November 15,
2009.
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10.4
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Share
Purchase Option Amending Agreement between Sara Creek Gold Corp. and
Kapelka Exploration Inc., dated November 15,
2009.
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Notes:
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(1)
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Previously
filed as an exhibit to the Company’s Form 8-K filed with the SEC via EDGAR
on October 7, 2009, and incorporated herein by
reference.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date:
November 19, 2009
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SARA
CREEK GOLD CORP.
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By:
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/s/
Jean Pomerleau
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Name:
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Jean
Pomerleau
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Title:
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President
and Director
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