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) February 25, 2013
AMERICAS DIAMOND CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-54666 27-1614533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
2nd Floor, Berkeley Square House, Berkeley Square
London, United Kingdom W1J 6BD
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code +44 207 887 6189
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:
[ ] 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 MATERIAL DEFINITIVE AGREEMENT
Effective February 25, 2013, Americas Diamond Corp. ("we", "us", "our",
"Americas Diamond", the "Company") entered into a Stock Purchase Agreement among
SUDAM Diamonds Ltd. ("SUDAM") and Daniel Martinez, our president and director,
pursuant to which our Company proposes to acquire 100% of the outstanding
capital stock of SUDAM in consideration of the issuance of an aggregate of
1,221,695 shares of our common stock, in addition to the assumption of SUDAM's
obligations pursuant to a Letter of Agreement dated January 16, 2013 (the
"Kansai Agreement") with Kansai Mining Corporation ("Kansai"), a British
Columbia (Canada) corporation. Subject to closing of the Stock Purchase
Agreement SUDAM shall become a wholly owned subsidiary of Americas Diamond. Upon
closing, 250,000 of the 1,221,695 common shares will be issued to Kansai, with
the balance being issued to various creditors of SUDAM.
Pursuant to the Kansai Agreement, SUDAM holds an option to purchase from Kansai
a 3-stage diamond recovery plant and related equipment located in Venezuela, as
well as 100% interest in Compania Minera Adamantine CA ("CMA"), a Venezuelan
company which presently holds two Venezuelan diamond concessions, Natal I and
Natal II. The option to purchase the recovery plant and equipment may be
exercised by making aggregate cash payments of $1,735,000 within a 24 month
period beginning March 23, 2012 with interest accruing on the purchase price at
6% per annum. SUDAM holds title to the assets pending satisfaction of the
purchase price, however ownership of the assets and any of our common shares
issued to Kansai shall be forfeited to Kansai in full if any installment of the
purchase price remains in arrears for over 30 days following a notice of
default. Late payments shall accrue interest at 18% per annum. Approximately
$350,000 of the purchase price has been satisfied by SUDAM to date.
The option purchase CMA from Kansai may be exercised by delivering to Kansai
$13,000,000 payable in shares of our common stock valued at the lower of either
$1 per share or, if a public market for our common shares develops, at the 5
days volume weighted average price. 50% of the purchase price shall be payable
upon receipt of production permits for the Natal properties with the balance
payable upon commencement of commercial production. The production milestones
and corresponding payments must be completed by March 16, 2015. During the term
of the option, we shall be responsible for the following cash commitments to
Kansai and exploration expenditures in respect of the Natal properties:
* $60,000 per month for three months beginning as of January 23, 2013;
* $50,000 per month for two months thereafter;
* $230,000 in respect of equipment costs by March 16, 2013; and
* $750,000 in exploration expenditures during fiscal 2014 and 2015.
Kansai shall retain a 20% interest in any net proceeds derived from the sale of
diamonds derived from the Natal properties prior to commercial production. Any
payments of net proceeds to Kansai shall be deductible from the $1,735,000
option price payable for the plant and equipment purchase. Following
commencement of commercial production, Kansai shall retain a 10% net profit
interest in all revenues derived from the Natal properties, provided that SUDAM
shall have the option to repurchase a 5% interest in consideration of $3,000,000
within 2 years of commercial production.
The Stock Purchase Agreement further contemplates that our company shall
re-domicile to either the United Kingdom or to Canada within 28 days of closing
the transaction, and will secure a funding facility of not less than $2,500,000
dedicated to the development of CMA and its business.
It is anticipated that closing of the Stock Purchase Agreement will occur by
February 28, 2013 or at a later date to be mutually determined by the parties.
The description of the Stock Purchase Agreement contained in this Item 1.01 is a
summary and is qualified in its entirety by reference to the copy of the Stock
Purchase Agreement (which incorporates the Kansai Agreement) which is attached
to this report as an exhibit and incorporated herein by reference.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Stock Purchase Agreement among SUDAM Diamonds Ltd., Daniel Martinez, and
Americas Diamond Corp. dated February 11, 2013.
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.
AMERICAS DIAMOND CORP.
/s/ Daniel Martinez
-----------------------------------
Daniel Martinez
President and Director
Date: February 28, 2013
