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 | 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). |
| 10.2 | 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. |
| 99.1 | Press Release Issued by Constitution Mining Corp. on July 14, 2010. |
