Attached files
| file | filename |
|---|---|
| EX-10.2 - EX102 - CONSTITUTION MINING CORP | ex102.htm |
| EX-99.1 - EX991 - CONSTITUTION MINING 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): July
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
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|
(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)
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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 July 13, 2010, Constitution Mining
Corp. (the “Company”) entered into Amendment No. 1 (the “Amendment”), dated as
of April 1, 2010, to the previously announced Asset Purchase Agreement (the
“Purchase Agreement”) with Seabridge Gold Corporation, a Nevada corporation
(“Seabridge”), Pacific Intermountain Gold Corporation, a Nevada corporation
(“PIGC”), and Seabridge Gold Inc., a Canadian corporation (“SEA”) (collectively,
Seabridge, PIGC and SEA are referred to as “Seabridge”).
The Amendment, among other things, (i)
updates the list of Seabridge’s interests in certain exploration properties
located in Nevada and certain contracts related thereto, which the Company
intends to purchase pursuant to the Purchase Agreement, and (ii) provides that,
if the closing of the transaction does not occur by September 30, 2010, the
parties may terminate the Purchase Agreement.
In addition, under the terms of the
Amendment, the Company has agreed to (i) pay to Seabridge US$302,206, which
amount represents the property fees due to the Bureau of Land Management in July
2010 (the “BLM Fees”) related to certain of the assets the Company intends to
acquire, and (ii) reimburse Seabridge for all costs (the “Additional Holding
Costs”) of maintaining Seabridge’s interests in the purchased properties,
including amounts paid by Seabridge under contracts related to those
properties. The BLM Fees and the reimbursement of the Additional
Holding Costs will not be credited against the purchase price to be paid under
the Purchase Agreement and are not refundable in the event that the transactions
contemplated by the Purchase Agreement are not consummated. In
addition, in the event that the BLM Fees or the Additional Holding Costs are not
timely delivered to Seabridge, Seabridge will have a right to terminate the
Purchase Agreement.
The foregoing description of the
Purchase Agreement and the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Purchase Agreement, which is
listed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference, and by the Amendment, which is attached hereto as Exhibit
10.2 and incorporated herein by reference.
On July 14, 2010, the Company issued a
press release announcing the signing of the Amendment, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
|
10.1
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Asset
Purchase Agreement, dated as of April 1, 2010, made among Seabridge Gold
Corporation, Pacific Intermountain Gold Corporation, Seabridge Gold Inc.
and Constitution Mining Corp. (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K filed by Constitution Mining Corp. on
April 5, 2010).
|
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10.2
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Amendment
No. 1, dated as of July 13, 2010, to Asset Purchase Agreement between
Seabridge Gold Corporation, Pacific Intermountain Gold Corporation,
Seabridge Gold Inc. and Constitution Mining Corp. dated as of April 1,
2010.
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|
99.1
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Press
Release Issued by Constitution Mining Corp. on July 14,
2010.
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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/ Kenneth
Phillippe
Name: Kenneth
Phillippe
Title: Chief
Financial Officer
Date: July
14, 2010
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EXHIBIT
INDEX
Exhibit
No. Description
|
10.1
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Asset
Purchase Agreement, dated as of April 1, 2010, made among Seabridge Gold
Corporation, Pacific Intermountain Gold Corporation, Seabridge Gold Inc.
and Constitution Mining Corp. (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K filed by Constitution Mining Corp. on
April 5, 2010).
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