8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2009

SARA CREEK GOLD CORP.

(Exact name of registrant as specified in its charter)

Commission File Number 000-52892

Nevada	98-0511130
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

5348 Vegas Drive, #236

Las Vegas, NV  89108

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  702-952-9677

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 (see General Instruction A.2. below):

¨ 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 September 30, 2009, Sara Creek Gold Corp. (the “Company”) and Orion Resources, N.V. (“Orion”), a Suriname corporation, entered into a Share Acquisition and Investment Agreement (the “Investment Agreement”) whereby the Company agreed to acquire one (1) share in the capital of Orion, which will represent 50% of Orion’s issued and outstanding capital, for a purchase price of $2,000,000.  At closing, Mr. Jean Pomerleau is to be appointed as a director of Orion.  The Investment Agreement was scheduled to close on November 15, 2009 or such other date as agreed to by the Company and Orion.

Orion is a resource company with a 100% interest in and to a resource property consisting of two exploration concessions consisting of 56,920 hectares (the “Property”), located in east central Suriname, in the districts of Brokopondo and Sipalilwini.

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which was attached as Exhibit 10.1 to the Company’s Form 8-K filed on October 7, 2009, and which is incorporated herein by reference.

Since the closing of the Investment Agreement was not going to occur on or before November 15, 2009, the Company and Orion entered into a Share Purchase Extension Agreement dated November 15, 2009 (the “Extension Agreement”) whereby the closing date of the Investment Agreement has been extended to December 31, 2009, or such other date as agreed to by the Company and Orion.

The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the Extension Agreement, which is attached hereto as Exhibit 10.3 and which is incorporated herein by reference.

In addition, on October 5, 2009, the Company and Kapelka Exploration Inc. (“Kapelka”), an Alberta corporation, entered into a Share Purchase Option Agreement (the “Option Agreement”) whereby Kapelka granted the Company the exclusive right and option to purchase the one share of Orion currently registered to Kapelka (the “Share”), which as of the date of the Option Agreement represented 100% of Orion’s issued and outstanding capital.

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which was attached as Exhibit 10.2 to the Company’s Form 8-K filed on October 7, 2009, and which is incorporated herein by reference.

On November 15, 2009, the Company and Kapelka entered into a Share Purchase Option Amending Agreement (the “Amendment Agreement”) whereby the parties agreed to amend the Option Agreement such that the expenditures on exploration by the Company are to start on January 6, 2010 instead of November 15, 2009.  Section 2.2(a) of the Option Agreement is amended as follows:

“In order to exercise the Option and to acquire the Share, Sara Creek shall, by or before September 30, 2011:

(a)   paying a total of US$6,500,000 for expenditures associated with the exploration and development of the Property (the “Capital Expenditures”), which Capital Expenditures may be made by the Company in such increments as it in its sole discretion determines (so long as the aggregate amount of such Capital Expenditure is made by or before September 30, 2011, and that a minimum amount of $250,000 per month is paid towards the Capital Expenditures commencing on or before January 6, 2010); and”

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement, which is attached hereto as Exhibit 10.4 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.      Description of Exhibit

10.1(1) Share Acquisition and Investment Agreement between Sara Creek Gold Corp. and Orion Resources, N.V., dated September 30, 2009.

10.2(1) Share Purchase Option Agreement between Sara Creek Gold Corp. and Kapelka Exploration Inc., dated October 5, 2009.

10.3 Share Purchase Extension Agreement between Sara Creek Gold Corp. and Orion Resources, N.V., dated November 15, 2009.

10.4 Share Purchase Option Amending Agreement between Sara Creek Gold Corp. and Kapelka Exploration Inc., dated November 15, 2009.

Notes:

(1) Previously filed as an exhibit to the Company’s Form 8-K filed with the SEC via EDGAR on October 7, 2009, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 19, 2009

SARA CREEK GOLD CORP.
By:	/s/ Jean Pomerleau
Name:	Jean Pomerleau
Title:	President and Director

EX-10.3

Exhibit 10.3

THIS SHARE PURCHASE EXTENSION AGREEMENT made the 15th day of November, 2009.

BETWEEN:

SARA CREEK GOLD CORP., a company incorporated under the laws of the State of Nevada and having an address for notice and deliver located at 5348 Vegas Drive, #236, Las Vegas, NV 89108.

(the “Investor”)

OF THE FIRST PART

AND:

ORION RESOURCES, N.V., a company incorporated under the laws of Suriname and having an address for delivery at Albergastraat #33, Paramaribo, Suriname SA.

(the “Company”)

OF THE SECOND PART

WHEREAS:

A.   The Parties entered into a Share Acquisition and Investment Agreement ;

B.   The Investor has requested that the closing date be extended to December 31, 2009 and Orion has agreed to extend the closing date to December 31, 2009 ; and

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree with one another as follows:Clause 1.1(f) is hereby amended to read as follows:

(a)    “Closing Date” means December 31, 2009 or such other date as agreed to by the parties to this Agreement;

2.   NOTICES

2.1   Any notices to be given by either party to the other will be sufficiently given if delivered personally or if sent by registered mail, postage prepaid, to the parties at their respective addresses shown on the first page of this Agreement, or to any other addresses as the parties may notify to the other from time to time in writing, or if transmitted by facsimile to such facsimile number, as the parties may notify the other of, from time to time.  This notice will be deemed to have been given at the time of delivery, if delivered in person or transmitted by facsimile, or within five Business Days from the date of posting if mailed.

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3.   GENERAL

3.1   This Agreement will enure to the benefit of and will be binding on the parties and their respective heirs, executors, administrators, successors, and assigns.

3.2   Time will be of the essence of this Agreement.

3.3   The terms and provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous oral or written communications regarding the purchase and sale of the Share.

3.4   If any provision of this Agreement is determined to be void or unenforceable in whole or in part, that provision will be deemed not to affect or impair the validity of any other provision of this Agreement and the void or unenforceable provision will be severable from this Agreement.

3.5   The parties may sign this Agreement in counterparts and these parts will together form one original agreement.  Parties may sign and deliver this Agreement by facsimile and facsimile signatures are legally binding on all parties.

3.6   Each party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

3.7   This Agreement and the rights and obligations and relations of the parties will be governed by and construed in accordance with the laws of the State of Nevada.  The parties agree that the courts of Nevada will have the exclusive jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement.  Each party attorns to the exclusive jurisdiction of the courts of Nevada.

IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.

SARA CREEK GOLD CORP.

/s/ Jean Pomerleau                                

Authorized Signatory

Jean Pomerleau, Director and President

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ORION RESOURCES, N.V.

/s/ Luc De Rooy                                   

Authorized Signatory

Luc De Rooy, Managing Director

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EX-10.4

Exhibit 10.4

THIS SHARE PURCHASE OPTION AMENDING AGREEMENT (the “Amendment Agreement”)is dated effective as of the 15th day of November, 2009 (the “Effective Date”).

BETWEEN:

SARA CREEK GOLD CORP., a company incorporated under the laws of the State of Nevada and having an address for notice and deliver located at 5348 Vegas Drive, #236, Las Vegas, NV 89108

(“Sara Creek”)

OF THE FIRST PART

AND:

KAPELKA EXPLORATION INC., a company incorporated under the laws of the Province of Alberta and having an address for delivery at 46 Royal Ridge Rise NW, Calgary, Alberta, T3G 4V2

(“Kapelka”)

OF THE SECOND PART

WHEREAS:

A.   This Amendment Agreement is supplemental to a Share Purchase Option Agreement dated October 5, 2009 (the “Option Agreement”) between Sara Creek and Kapelka with respect to the grant by Kapelka of an option to Sara Creek to acquire an undivided 100% interest in one (1) share in the capital of Orion Resources, N.V.; and

B.   Sara Creek and Kapelka have agreed to amend the Option Agreement as herein set out.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree with one another as follows:

1.   The recitals to this Amendment Agreement are true and correct in substance and in fact.  Capitalized terms used in this Amendment Agreement and not defined herein shall have the same meaning as set out in the Option Agreement.

2.   Each of the parties represents and warrants to the other that they have the full right, power and authority to enter into and accept the terms of this Amendment Agreement and to carry out the transactions contemplated herein.

3.   The Option Agreement shall be amended by deleting subsection 2.2(a) in its entirety and replacing it with the following, which amendment shall be in effect from and after the Effective Date:

“(a) pay a total of US$6,500,000 for Expenditures associated with the exploration and development of the Property, which Expenditures may be made by Sara Creek in such increments as Sara Creek in its sole discretion determines (so long as the aggregate amount of such Expenditures are made by or before September 30, 2011 and that a minimum amount of US$250,000 per month is paid towards the Expenditures commencing on or before January 6, 2010); and”

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4.   The parties confirm that in all other respects, the terms, covenants and conditions of the Option Agreement remain unchanged and in full force and effect.

5.   Kapelka acknowledges that as at the Effective Date, Sara Creek is in good standing under the Option Agreement.

6.   This Amendment Agreement shall enure to the benefit and be binding upon the parties hereto and their respective heirs, executors, administrators and assigns as the case may be.

7.   Time shall be of the essence of this Amendment Agreement.

8.   This Amendment Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the State of Nevada.  The parties agree that the courts of Nevada shall have the exclusive jurisdiction to entertain any action or other legal proceedings based on any provisions of this Amendment Agreement.  Each party attorns to the exclusive jurisdiction of the courts of Nevada.

9.   Any provision or part of a provision in this Amendment Agreement determined by a court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability, and the rest of this Amendment Agreement and all other provisions and parts thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included in this Amendment Agreement.

10.   This Amendment Agreement may be executed in any number of counterparts and by facsimile transmission or pdf email attachment with the same effect as if all parties hereto had signed the same document.  All counterparts shall be construed together and constitute one and the same agreement.

IN WITNESS WHEREOF the parties have signed this Agreement as of the Effective Date.

SARA CREEK GOLD CORP.

per:

/s/ Jean Pomerleau                   

Authorized Signatory

KAPELKA EXPLORATION INC.

per:

/s/ Riaz Sumar                            

Authorized Signatory

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