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 5, 2013
BORNEO RESOURCE INVESTMENTS LTD.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-54707 | | 20-3724019 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
19125 North Creek Parkway, Suite 120
Bothell, Washington 98011
(Address of principal executive offices)
Registrant’s telephone number, including area code: (425) 329-2622
Copy of correspondence to:
Peter DiChiara, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floot
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 February 5, 2013, Borneo Resource Investments Ltd. (the “Company”) executed an Option Agreement, effective January 29, 2013 (the “Agreement”), with PT Puncak Kalbat, an Indonesia corporation, to acquire a gold producing property (the “Gold Property”) in the North Minahasa Regency of North Sulawesi Province for a total of $5,000,000. Under the terms of the Agreement the Company has agreed to pay PT Puncak Kalabat (the “Owner”):
| 1) | $5,000 upon execution of the agreement for an irrevocable option until February 28, 2013; |
| 2) | an additional $495,000 by the end of February 2013; and |
| 3) | the balance of $4,500,000 before the end of 2013. |
After the Owner has received the second payment, the Owner will deliver to the Company duly executed transfers of the interest in the Gold Property.
The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement are subject to, and qualified in their entirety by, such document attached hereto, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On February 8, 2013, the Company issued a press release concerning the foregoing. A copy of such press release is being furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in this Item 7.01 of this current report on Form 8-K, together with the information in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any registration statement or other document filed with the SEC.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | | Description |
| | | |
| 10.1* | | Option Agreement, effective January 29, 2013 with PT Puncak Kalbat. |
| | | |
| 99.1* | | Press Release |
* Filed herewith
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.
| | Borneo Resource Investments Ltd. | |
| | | | |
| Date: February 8, 2013 | By: | /s/ Nils A. Ollquist | |
| | | Nils A. Ollquist | |
| | | President and Chief Executive Officer | |
