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
January 3, 2011
Date of Report (Date of earliest event reported)
PEPPER ROCK RESOURCES CORP.
(Exact name of Registrant as specified in its charter)
Nevada 000-53847 27-1843986
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File No.) Identification No.)
8200 Wilshire Blvd., Suite 200, Beverly Hills, CA 90211
(Address of principal executive offices)
(323) 556-0780
(Issuer's telephone number)
N/A
(Former name or former address, if changed from 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 A MATERIAL DEFINITIVE AGREEMENT
On January 3, 2011, Pepper Rock Resources Corp. (the "Company") entered into an
Option Agreement (the "Option Agreement") with Candorado Operating Company, Ltd.
("Candorado") whereby Candorado granted to the Company the exclusive option to
acquire a 70% interest (the "Option") in certain mineral claims known as
Man/Prime located in British Columbia, Canada (the "Property"). The Company may
exercise such option by issuing a total of 1.5 million shares of its common
stock to Candorado and expending a total of $2.75 million in exploration and
development of the Property over a four-year period. The Company is also
obligated to pay to Candorado a royalty that is equal to two percent (2%) of the
net proceeds actually paid to the Company from the sale by the Company of
minerals or other products mined and removed from the Property, after deduction
of smelting costs, treatment charges and penalties.
Candorado is a junior exploration company primarily focused on the Quesnel
Trough, located in central British Columbia. Candorado is listed on the TSX
Venture Exchange.
The Option requires the Company to issue to Candorado 1 million shares of its
common stock upon approval of the Option Agreement by the TSX Venture Exchange
(the "Exchange"), and then another 250,000 shares on the twelve (12) month and
on the twenty-four (24) month anniversaries of such approval.
The Company's obligation to expend a total of $2.75 million as part of its
exercise of the Option is required to be done in accordance with the following
schedule:
i. Total expenditures of $500,000 within 12 months of the Exchange's
acceptance of the Option Agreement;
ii. Total expenditures of $750,000 within the period of 24 months after
the Exchange's acceptance of the Option Agreement;
iii. Total expenditures of $1.5 Million within the period of 36 months
after the Exchange's acceptance of the Option Agreement.
The Company can accelerate the expenditures on the Property at its discretion.
Candorado's remaining 30% interest shall be carried through to feasibility and
Candorado is not required to provide any additional funding to advance the
Property.
Under the Option Agreement, the Company also has the right of first refusal to
acquire Candorado's remaining 30% interest at any time up to the fifth
anniversary of the Exchange's acceptance of the Option Agreement. In the event
that Candorado receives an offer from a third party to purchase its 30%
interest, the Company shall have thirty (30) business days to match such offer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Option Agreement
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEPPER ROCK RESOURCES CORP.
Date: January 6, 2011 By: /s/ Philip Kueber
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Name: Philip Kueber
Title: President
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