Attached files
| file | filename |
|---|---|
| EX-10 - LETTER AGREEMENT - Volcan Holdings, Inc. | f8k103009ex10i_volcan.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 30,
2009
VOLCAN HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
333-141505
|
98-0554790
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
Level
34, 50 Bridge Street
Sydney,
Australia
|
2000
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: +61-2-8216-0777
|
(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:
[ ]
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
October 30, 2009, Volcan Australia Corporation Pty Ltd (“Volcan
Australia”), a wholly owned subsidiary of Volcan Holdings, Inc (“Volcan
Holdings”) and the title holder of all of Volcan’s 28 bauxite tenements
in Eastern Australia, entered into a joint venture agreement (the “Agreement”)
with Martin Place Securities Pty Ltd (“MPS”), a
Sydney, Australia based investment banking firm that focuses on the resource
industry. Pursuant to this Agreement, each of Volcan Holdings and MPS agreed to
form a new joint venture entity (“Newco”),
50% of which shall be owned by MPS and 50% of which shall be owned by Volcan
Holdings. In addition, under this Agreement, Newco was granted the right to
purchase an option to earn interests in Volcan Australia’s tenements by making a
payment, on behalf of Volcan Australia, to the Queensland government in the
amount of A$250,000 in satisfaction of tenement fees owed and A$250,000 to
Volcan Holdings for general corporate purposes (the “Tenement Interest
Option”).
Under the Tenement Interest Option,
Newco would have the right to earn a 10% interest in any of the 28 tenements
held by Volcan Australia (other than NSW EL 7301) that Newco spends at least
A$500,000 on within 24 months of October 30, 2009. Once Newco has earned this
10% interest in a tenement, it will have the right to earn an additional 10%
interest in such tenement by purchasing A$500,000 of shares of common stock of
Volcan Holdings at a purchase price of A$10 per share within 24 months of
October 30, 2009. As such, in order for Newco to acquire a 20% interest in each
of Volcan Australia’s 28 tenements (other than NSW EL 7301), Newco would need to
spend at least A$14 million on the 28 tenements and purchase at least A$14
million of shares of common stock of Volcan Holdings at a purchase price of $10
per share.
With respect to NSW EL 7301, under the
Tenement Interest Option, Newco will have the right to earn a 12.5% interest of
by identifying a JORC compliant inferred resource of 100 million tons of
economic grade bauxite on that tenement within 12 months of October 30, 2009,
and purchasing A$3 million of shares of commons stock of Volcan Holdings at a
purchase price of A$10 per share. Newco has the right to earn a further 12.5% by
identifying a JORC compliant inferred resource of 300 million tons of economic
grade bauxite on that tenement within 12 months of October 30, 2009, and
purchasing an additional A$3 million of shares of common stock of Volcan
Holdings at a purchase price of A$10 per share.
Under the Agreement, each of Volcan
Australia and MPS has agreed to cause Newco to enter into an exclusive
management agreement with Australian Gemstone Mining Pty Ltd (“AGM”), an
affiliate of Sholom Feldman and Pnina Feldman, for the provision of geological
and project management services by AGM for all projects associated with the
tenements held by Volcan Australia at cost as approved by the board of Newco,
plus a 15% management fee, for a minimum of 24 months from October 31, 2009 and
thereafter for such time that this agreement remains in effect.
Following execution of this Agreement,
Volcan Australia and MPS formed a new company in New South Wales to serve as
Newco entitled Plateau Bauxite Limited (“PBL”).
Moreover, in November 2009, MPS helped PBL raise A$1,550,000 from investors in
Australia in a private placement and on November 19, 2009, PBL purchased the
above described Tenement Interest Option. PBL intends to try to list on the
Australian Securities Exchange in 2010.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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|
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10.1
|
Letter
Agreement, dated October 30, 2009, between Volcan Australia Corporation
Pty Ltd and Martin Place Securities Pty Limited
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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.
| VOLCAN HOLDINGS, INC. | |||
|
Dated:
January 14, 2010
|
By:
|
/s/ Pnina Feldman | |
| Name: Pnina Feldman | |||
| Title: President | |||