Attached files
| file | filename |
|---|---|
| EX-10.4 - EX104 - FIRST COLOMBIA GOLD CORP. | ex104.htm |
| EX-99.1 - EX991 - FIRST COLOMBIA GOLD 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): April
13, 2010
Constitution
Mining Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-49725
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88-0455809
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
|
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Pasaje
Mártir Olaya 129, Oficina 1203, Centro Empresarial José Pardo Torre A,
Miraflores, Lima, Perú
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|
(Address
of principal executive offices including zip
code)
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Registrant’s
telephone number, including area code: +51-1-446-6807
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________________________________________________________________________
(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
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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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On April
8, 2010 (“Amendment Effective Date”), Constitution Mining Corp. (the “Company”)
entered into an amendment (“Amendment No. 3”) to the Mineral Rights Option
Agreement, dated September 29, 2008, with Temasek Investments Inc.
(“Temasek”), a company incorporated under the laws of Panama, which was amended
and supplemented by Amendment No. 1, dated May 12, 2009, and Amendment No. 2,
dated October 29, 2009 (collectively, the “Option Agreement”). Under
the terms of the Option Agreement, the Company acquired four separate options
from Temasek, each providing for the acquisition of a twenty-five percent
interest in certain mineral rights (the “Mineral Rights”) in certain properties
in Peru, potentially resulting in the Company's acquisition of one hundred
percent of the Mineral Rights upon the exercise of all four
options.
The
Company exercised the initial and second twenty-five percent options, which
resulted in its acquisition of a fifty percent interest in the Mineral Rights,
and has entered into Amendment No. 3 in order to revise the payment terms
required to be paid by the Company to exercise the third and fourth twenty-five
percent options. Under the terms of Amendment No. 3, the Company may
exercise the third and fourth twenty-five percent options, resulting in its
acquisition of a one-hundred percent interest in the Mineral Rights, after
fulfilling the following conditions (collectively the “Option Requirements”)
within five business days of the Amendment Effective Date:
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·
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Payment
to Temasek of US$1,000,000;
|
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·
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Issuance
to Temasek of 6,000,000 shares of the Company’s common stock (of which
Temasek acknowledges that 2,000,000 shares were previously issued by the
Company to Temasek in November 2009);
and
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·
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Issuance
of a convertible note for US$7,000,000 (the “Convertible Note”) payable to
the order and the direction of
Temasek.
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The
Convertible Note has a term of three years and will accrue interest at a rate of
12% per annum. Interest under the Convertible Note is payable
annually and the principal is payable upon maturity. Any interest and
principal due under the Convertible Note is convertible (at Temasek's option)
into units which consist of one (1) share of the Company's common stock and one
(1) warrant to purchase one (1) share of the Company's common stock at an
exercise price of $1.10 per share. The conversion price per unit is fixed
at $0.80 per unit.
The
Company currently intends to exercise the third and fourth twenty-five percent
options by fulfilling the Option Requirements, resulting in the acquisition of
an aggregate one-hundred percent interest in the Mineral Rights.
The
foregoing description of the Option Agreement is qualified in its entirety by
reference to Exhibit 10.1 to the Form 8-K filed on September 29, 2008, Exhibit
10.1 to the Form 10-Q filed on May 15, 2009, and Exhibit 10.3 to the Form 8-K
filed on November 2, 2009, each incorporated herein by reference. A
copy of Amendment No. 3 is attached hereto as Exhibit 10.4 and incorporated
herein by reference.
On April
13, 2010, the Company issued a press release announcing that it entered into
Amendment No. 3, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01 Financial Statements
and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Incorporated
Herein
by
Reference to
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Filed
Herewith
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10.1
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Mineral
Right Option Agreement.
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Exhibit
10.1 of Form 8-K filed on September 29, 2008
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||
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10.2
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First
Amendment to Mineral Right Option Agreement, dated May 12,
2009.
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Exhibit
10.1 of Form 10-Q
filed
on May 15, 2009
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10.3
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Second
Amendment to Mineral Right Option Agreement, dated October 29,
2009.
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Exhibit
10.3 of Form 8-K
filed
on November 2, 2009
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||
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10.4
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Third
Amendment to Mineral Right Option Agreement, dated April 8,
2010.
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X
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||
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99.1
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Press
Release, dated April 13, 2010.
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X
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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: April
13, 2010
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Incorporated
Herein
by
Reference to
|
Filed
Herewith
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||||
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10.1
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Mineral
Right Option Agreement.
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Exhibit
10.1 of Form 8-K filed on September 29, 2008
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|||||
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10.2
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First
Amendment to Mineral Right Option Agreement, dated May 12,
2009.
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Exhibit
10.1 of Form 10-Q
filed
on May 15, 2009
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|||||
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10.3
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Second
Amendment to Mineral Right Option Agreement, dated October 29,
2009.
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Exhibit
10.3 of Form 8-K
filed
on November 2, 2009
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|||||
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10.4
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X
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99.1
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X
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