-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4T43NnXXElk2U33us3ZzNAIeF1X4Zvdp4ys/tyqgRBajP6tBjrGqyzQRNA4lhSo 6joF/2gBBSYnhHGI01MLkg== 0001002014-11-000026.txt : 20110127 0001002014-11-000026.hdr.sgml : 20110127 20110127135701 ACCESSION NUMBER: 0001002014-11-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110127 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Change in Shell Company Status ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110127 DATE AS OF CHANGE: 20110127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coronus Solar Inc. CENTRAL INDEX KEY: 0001448900 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53697 FILM NUMBER: 11551602 BUSINESS ADDRESS: STREET 1: #1100-1200 WEST 73RD AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6P 6G5 BUSINESS PHONE: 604-267-7078 MAIL ADDRESS: STREET 1: #1100-1200 WEST 73RD AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6P 6G5 FORMER COMPANY: FORMER CONFORMED NAME: Coronus Solar Corp. DATE OF NAME CHANGE: 20091106 FORMER COMPANY: FORMER CONFORMED NAME: InsightfulMind Learning Inc. DATE OF NAME CHANGE: 20081029 FORMER COMPANY: FORMER CONFORMED NAME: Insightful Mind Learning Inc. DATE OF NAME CHANGE: 20081028 8-K 1 csi8k-1272011.htm CORONUS SOLAR INC. FORM 8-K (1/27/2011). csi8k-1272011.htm




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)
January 27, 2011 (January 21, 2011)

CORONUS SOLAR INC.
formerly, INSIGHTFULMIND LEARNING, INC.
(Exact name of registrant as specified in its charter)

 
British Columbia, Canada
 
 
(State or other jurisdiction of incorporation)
 
 

 
 
000-53697
 
 
(Commission File No.)
 

1100-1200 West 73rd Avenue
Vancouver, British Columbia
Canada   V6P 6G5
(Address of principal executive offices and Zip Code)

604-267-7078
(Registrant’s telephone number, including area code)

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 January 23, 2011, our wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a Vacant Land Purchase Agreement (the “29-Palms North Agreement”). Under the 29-Palms North Agreement, Coronus agrees to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price is $40,000. Coronus deposited $1,000 into escrow and agrees to deposit an additional $7,000 within sufficient time to close escrow. Joshua Tree Holdings agrees to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 9, 2011. The 29-Palms North Agreement is subject to Coronus’ Board of D irector approval on or before February 23, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.

On January 24, 2011, Coronus, our wholly-owned subsidiary, entered into a second Vacant Land Purchase Agreement (the “Newberry Springs Agreement”). Under the Newberry Springs Agreement, Coronus agrees to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price is $45,000.  Coronus deposited $1,000 into escrow and agrees to deposit an additional $7,000 within sufficient time to close escrow. Mike Hoch agrees to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 8, 2011. The 29-Palms North Agreement is subject to 1) Coronus’ Board of Director approval on or before February 23, 2011 and 2) Coronus cooperating with Mike Hoch to affect a tax deferred exchange, which will meet the requirements of Section 1031 of the Internal Revenue Code. There can be no assurance Coronus’ Board of Director approval will be obtained.


ITEM 1.02                     TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On January 24, 2011, Coronus, our wholly-owned subsidiary, completed the Vacant Land Purchase Agreement (the “29-Palms East Agreement”), which Coronus entered into on August 28, 2010 and which was first reported in our Form 8-K filed with the SEC on August 31, 2010. Under the 29-Palms East Agreement, Coronus acquired a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price Coronus paid was $32,000, all cash.


ITEM 2.01                     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On January 24, 2011, Coronus, our wholly-owned subsidiary, completed the Vacant Land Purchase Agreement (the “29-Palms East Agreement”), which Coronus entered into on August 28, 2010 and which was first reported in our Form 8-K filed with the SEC on August 31, 2010. As disclosed above under item 1.02, Coronus acquired a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price Coronus paid was $32,000, all cash.

(f)  Information required as a Shell Company:


BUSINESS

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Business”.


-2-
 
 

 


RISK FACTORS

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Risk Factors”.


MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation”.


DESCRIPTION OF PROPERTY

A 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California.  The tract is undeveloped.  There are no structures on the property and the property is unencumbered.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 27, 2011, the total number of shares owned beneficially by each of our directors and officers individually and as a group, and each person who is known by us to beneficially own more than 5% of our total outstanding shares. Percentage of beneficial ownership is based on shares of common stock outstanding as of January 27, 2011. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. Unless provided otherwise, the address of each person listed on the table is c/o CORONUS SOLAR INC., 1100 - 1200 West 73rd Avenue, Vancouver, British Columbia, Canada V6P 6G5.

 
Shares Beneficially Owned
Name of Beneficial Owner
Number
Percent of Class
Jefferson Thachuk
4,875,000(1)(7)
30.94%(1)
     
Raven Kopelman
20,000(2)
0.13%(2)
     
David Holmes
30,000(3)
0.19%(3)
     
Kenneth Bogas
20,000(4)
0.13%(4)
     
All officers and directors as a group (4 persons)
4,945,000
31.39%
     
Greg Zakaib
950,000
6.03%
   6-9311 Dayton Ave., Richmond, BC V6Y 1E2
   
     
Mike and Carrie Thachuk
800,000
5.08%
   27133-25A Avenue, Aldergrove, BC V4W 3N4
   
     
Mark Burgert (6)
4,875,000(5)(7)
30.94%(5)
   14446 North Bluff Road, White Rock, BC V4B 3C8
   


-3-
 
 

 


(1)
Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.
(2)
Includes fully vested stock options to acquire 20,000 shares of common stock at an exercise price of $0.065 per share.
(3)
Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.
(4)
Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.
(5)
Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.
(6)
Mark Burgert is a consultant to us, but not an officer or director and does not exercise control over us.
(7)
For both Messrs. Thachuk and Burgert, of the 4,875,000 shares shown as beneficially owned by each of them, 4,525,000 shares each are held in voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by us on a consolidated basis. Messrs. Thachuk and Burgert maintain full voting and dividend rights in the escrowed shares. The escrow of the shares was not mandated under any applicable laws or regulations. The escrow of the shares was solely as a result of private contractual terms, agreed to voluntarily by the parties to the Coronus Energy Corp. Share Purchase Agreement as a term of that Agreement.

The above table reflects the 2 for 1 stock split, which occurred on November 3, 2009.


DIRECTORS, EXECUTIVE DIRECTORS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Management”.


EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Management”.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Certain Transactions”.


DESCRIPTION OF SECURITIES

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Description of Securities”.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Market For Common Equity and Related Stockholder Matters”.


-4-
 
 

 


LEGAL PROCEEDINGS

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010 under the caption “Legal Matters”.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Incorporated by reference from Item 9 of our Form 10-K for the period ended March 31, 2010.


RECENT SALES OF UNREGISTERED SECURITIES

Incorporated by reference from our Post Effective Amendment on Form S-1 filed with the SEC on December 30, 2010, Part II, Item 15.

On January 21, 2011, we conducted a non-brokered private placement, issuing 212,500 shares of our common stock to eleven investors, at a price of CAD $0.40 per share, for gross proceeds of CAD $85,000. In connection with the completion of the private placement, we paid CAD $7,500 in finder’s fees, in cash, to certain arm’s length parties. The investors were residents of British Columbia and Alberta, Canada. In respect of ten of the investors, representing 187,500 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.9 “Offering Memorandum” of National Instrument 45-106, Prospectus and Registration Exemptions. In respect of one of the investors, representing 25,000 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.5(1)(c) “Family, Friends and Business Associates” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the investor being a parent of Jeff Thachuk, our president.  Further, the shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that all of the sales of the securities took place outside the United States of America with non-US persons.


INDEMNIFICATION OF DIRECTORS AND OFFICERS

Incorporated by reference from Item 11 – “Indemnification” of our Form 10-K for the period ended March 31, 2010.


ITEM 3.02                     UNREGISTERED SALE OF EQUITY SECURITIES.

On January 21, 2011, we conducted a non-brokered private placement, issuing 212,500 shares of our common stock to eleven investors, at a price of CAD $0.40 per share, for gross proceeds of CAD $85,000. In connection with the completion of the private placement, we paid CAD $7,500 in finder’s fees, in cash, to certain arm’s length parties. The investors were residents of British Columbia and Alberta, Canada. In respect of ten of the investors, representing 187,500 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.9 “Offering Memorandum” of National Instrument 45-106, Prospectus and Registration Exemptions. In respect of one of the investors, representing 25,000 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.5(1)(c) “Family, Friends and Business Associates” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the investor being a parent of Jeff Thachuk, our president.  Further, the shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that all of the sales of the securities took place outside the United States of America with non-US persons.

-5-
 
 

 

ITEM 5.06                     CHANGE IN SHELL COMPANY STATUS.

Prior to the closing of the acquisition discussed in Item 2.01 above, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended).  After the acquisition of the tract of real property we were no longer a shell company because we owned more than nominal assets other than cash. Please see the information set forth above under Item 2.01 of this Current Report on Form 8-K, with this information incorporated herein by reference.


ITEM 7.01                     REGULATION FD DISCLOSURE.

We announced today the unregistered sale of equity securities, as disclosed above under Item 3.02. Additionally, we announced today Coronus’ entry into the two Vacant Land Purchase Agreements (the 29-Palms North Agreement and the Newberry Springs Agreement), as disclosed above under Item 1.01, and Coronus’ completion of the Vacant Land Purchase Agreement (the 29-Palms East Agreement), as disclosed above under Item 2.01.


ITEM 9.01                     FINANCIAL STATEMENTS AND EXHIBITS.

(a)   FINANCIAL STATEMENTS

Financial Statements are incorporated by reference from our Post Effective Amendment to our Form S-1 registration statement filed with the SEC on December 30, 2010.

(b)        PRO FORMA FINANCIAL INFORMATION.

The Pro Forma Financial Information is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

(c)        SHELL COMPANY TRANSACTIONS

Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

(d)        Exhibits are incorporated by reference from our Post Effective Amendment to our Form S-1 registration statement filed with the SEC on December 30, 2010.

Exhibits
Document Description
   
99.1
Pro Forma Financial Statements.
99.2
Press Release.






-6-
 
 

 


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.

Dated this 27th day of January, 2011.

 
CORONUS SOLAR INC.
   
   
 
BY:
JEFFERSON THACHUK
   
Jefferson Thachuk
   
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a member of the Board of Directors





 
 
 
 
 
 
 

 






-7-
 
 

 

EX-99.1 2 exh991.htm PRO FORMA FINANCIAL STATEMENTS. exh991.htm
Exhibit 99.1



Pro Forma Consolidated Financial Statement of


CORONUS SOLAR INC.


September 30, 2010
(Stated in US dollars)
(Unaudited)











Table of Contents
Page Number
   
Pro forma Consolidated Balance Sheet
F-2
Notes to the Pro forma Consolidated Balance Sheet
F-3 – F-4





















F-1

 
 

 


CORONUS SOLAR INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2010
(Stated in US Dollars)
(Unaudited)
 
       
(LOOK FOR)
   
         
PRO-FORMA
   
         
ADJUSTMENTS
 
PRO-FORMA
               
ASSETS
             
CURRENT
             
 
Cash and cash equivalents
$
1,367
(a)
$
75,257
$
45,124
       
(b)
 
(31,500)
   
 
Sales tax receivable
 
3,006
       
3,006
 
Other receivable
 
5,000
       
5,000
 
Prepaid expenses and deposit
 
1,952
       
1,952
               
TOTAL CURRENT ASSETS
 
11,325
       
55,082
               
LAND DEPOSIT
 
2,000
(b)
 
(1,000)
 
1,000
               
LAND AND EQUIPMENT
 
271
(b)
 
32,000
 
32,271
               
INTANGIBLE ASSET
 
14,930
       
14,930
               
TOTAL ASSETS
$
28,526
 
$
74,757
$
103,283
               
               
LIABILITIES
             
CURRENT
             
 
Accounts payable and accrued liabilities
$
16,136
 
$
 
$
16,136
 
Loan from a shareholder
 
245,482
       
245,482
                 
TOTAL CURRENT LIABILITIES
 
261,618
       
261,618
               
STOCKHOLDERS' DEFICIENCY
             
               
SHARE CAPITAL
 
692,751
(a)
 
75,257
 
768,008
               
ADDITIONAL PAID IN CAPITAL
 
346,541
       
346,541
               
ACCUMULATED OTHER COMPREHENSIVE LOSS
 
(20,728)
       
(20,728)
               
DEFICIT, accumulated during the development stage
 
(1,251,656)
   
(500)
 
(1,252,156)
               
TOTAL STOCKHOLDERS' DEFICIENCY
 
(233,092)
       
(158,335)
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
$
28,526
 
$
74,757
$
103,283


See accompanying Notes to the Unaudited Pro Forma Consolidated Balance Sheet

F-2

 
 

 

CORONUS SOLAR INC.
Notes to the Pro Forma Consolidated Balance Sheet
September 30, 2010
(Stated in US dollars)
(Unaudited)



1. BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated balance sheet of Coronus Solar Inc. (the “Company”) has been prepared by management to give effect to the land acquisition (the “Acquisition”) and the related transactions as more fully described in Note 2 on the basis of the assumptions described in Note 3. The Acquisition has been accounted for as an acquisition of asset in the consolidated pro forma balance sheet.

The unaudited pro forma consolidated balance sheet of the Company has been prepared from the unaudited balance sheet of the Company as at September 30, 2010.

Certain information and footnote disclosure included in the above financial statements has been condensed or omitted in the pro forma consolidated balance sheet. It is suggested that the accompanying pro forma balance sheet should be read in conjunction with the related financial statements.

The unaudited pro forma consolidated balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and should be read in conjunction with the foregoing financial statements and notes thereto.

The unaudited pro forma consolidated balance sheet is not necessarily indicative of the financial position of the Company had the Acquisition and related transactions and other pro forma adjustments been effected on the dates indicated. Further, the unaudited pro forma consolidated balance sheet is not necessarily indicative of the financial position that may be obtained in the future.


2. LAND ACQUISITION

On August 28, 2010, the Company's wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a Vacant Land Purchase Agreement to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright (the “Acquisition”). The total purchase price was $32,000, all cash. A non-refundable deposit of $1,000 was paid and the balance was payable on November 30, 2010. On November 30, 2010, the balance payable was extended to December 29, 2010, in return for Coronus placing an additional $1,000, non-refundable deposit into escrow. On December 21, 2010, the balance payable was extended to January 21, 2011, in return for Coronus placing an additional $1,000, non-refundable deposit into escrow. On January 24, 2011, Coronus paid t he balance of the $32,000 purchase price in cash, and thus completed the Acquisition.







F-3

 
 

 

CORONUS SOLAR INC.
Notes to the Pro Forma Consolidated Balance Sheet
September 30, 2010
(Stated in US dollars)
(Unaudited)



3. PRO FORMA ASSUMPTIONS

The unaudited pro forma consolidated balance sheet incorporates the following pro forma assumptions:

(a)
The Company completed a private placement of 212,500 shares at a price of CAD$0.40 per share, for gross proceeds of CAD$85,000. Finder’s fees of CAD$7,500 were paid.

(b)
Payment of the outstanding balance payable for the land acquisition.

(c)
The Acquisition has been accounted for as an acquisition of asset on the pro forma consolidated balance sheet.


4. PRO FORMA ADJUSTMENTS

The unaudited pro forma consolidated balance sheet includes the following adjustments:

(a)  
The recording of the completion of the private placement equity financing for gross proceeds of CAD$85,000 through the issuance of 212,500 shares at CAD$0.40 per share, with finder’s fees of CAD$7,500, for net proceeds of CAD$77,500.

(b)
The recording of the payment of the outstanding balance payable for the land acquisition with related charges and the transfer of the land deposit to land and equipment.


5. SHARE CAPITAL

Upon completion of the transactions assumed under Note 3, the share capital of Coronus is as follows:

Authorized:
Unlimited number of common shares without par value
         
Issued and outstanding:
       
         
   
Number of
   
 
Note
Shares
 
Amount
         
Opening balance
 
15,542,586
$
 692,751
Issued for cash on issuance of shares at CAD$0.40
       
 
per share, net
4(a)
212,500
 
75,257
   
15,755,086
$
  768,008

F-4

 
 

 

EX-99.2 3 exh992.htm PRESS RELEASE. exh992.htm
Exhibit 99.2

CORONUS SOLAR INC.


Suite 1100 - 1200 West 73rd Avenue
Vancouver, B.C.  V6P 6G5
Canada
Telephone  604-267-7078
Facsimile  604-267-7080
www.coronusenergy.com
 

 
NEWS RELEASE
For Immediate Release
 
 
OTCBB - CRNSF
VACANT LAND PURCHASE AGREEMENTS & CLOSING OF PRIVATE PLACEMENT
 

 

 
Vancouver, B.C. – January 27, 2011 – Jeff Thachuk, President of Coronus Solar Inc. (the “Company”) announced today that on January 21, 2011, the Company conducted a non-brokered private placement, issuing 212,500 shares of common stock to eleven investors, at a price of CAD $0.40 per share, for gross proceeds of CAD $85,000. In connection with the completion of the private placement, the Company paid CAD $7,500 in finder’s fees, in cash, to certain arm’s length parties.
 
On January 24, 2011, the Company’s wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), completed the Vacant Land Purchase Agreement (the “29-Palms East Agreement”), which Coronus entered into on August 28, 2010 and which was first announced in the Company's News Release of August 31, 2010. Under the 29-Palms East Agreement, Coronus acquired a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price Coronus paid was USD $32,000, all cash.
 
On January 23, 2011, Coronus, the Company’s wholly-owned subsidiary, entered into a fresh Vacant Land Purchase Agreement (the “29-Palms North Agreement”). Under the 29-Palms North Agreement, Coronus agrees to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price is USD $40,000. Coronus deposited USD $1,000 into escrow and agrees to deposit an additional USD $7,000 within sufficient time to close escrow. Joshua Tree Holdings agrees to carry back the balance amount of USD $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 9, 2011. The 29-Palms North Agreement is subject to Coronus’ Board of Director approval on or b efore February 23, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.
 

 
 
Coronus Solar Inc.
 
 
News Release
 
 
Page 1 of 2
 


 
 

 

 
On January 24, 2011, Coronus, the Company’s wholly-owned subsidiary, entered into a second Vacant Land Purchase Agreement (the “Newberry Springs Agreement”). Under the Newberry Springs Agreement, Coronus agrees to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price is USD $45,000. Coronus deposited USD $1,000 into escrow and agrees to deposit an additional USD $7,000 within sufficient time to close escrow. Mike Hoch agrees to carry back the balance amount of USD $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 8, 2011. The 29-Palms North Agreement is subject to 1) Coronus’ Board of Director approval on or before February 23, 2011 and 2) Coronus cooperating with Mike Hoch to affect a tax deferred exchange, which will meet the requirements of Section 1031 of the U.S. Internal Revenue Code. There can be no assurance Coronus’ Board of Director approval will be obtained.
 
On behalf of the Board of Directors,
 
Coronus Solar Inc.
 
Jeff Thachuk
 
Jeff Thachuk
 
President
 
Forward Looking Statements:  Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the comp any's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
 

 

 

 

 

 

 

 

 
 
Coronus Solar Inc.
 
 
News Release
 
 
Page 2 of 2
 


 
 

 

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