0001002014-12-000432.txt : 20120813 0001002014-12-000432.hdr.sgml : 20120813 20120813125013 ACCESSION NUMBER: 0001002014-12-000432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120813 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120813 DATE AS OF CHANGE: 20120813 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: 121026780 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 crnsf8k-8132012.htm CORONUS SOLAR INC. FORM 8-K (8/13/2012). crnsf8k-8132012.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)
August 13, 2012 (July 31, 2012)

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 MATERIAL DEFINITIVE AGREEMENTS.

The close of escrow for the Vacant Land Purchase Agreement (the “Phelan South Agreement”), entered into by our wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), as reported in our Form 8-K filed with the SEC on May 7, 2012, has been extended. Additionally, the time allotted for Coronus’ board of directors to approve the Phelan South Agreement, has also been extended. Under the Phelan South Agreement, effective August 1, 2012, the close of escrow has been extended to September 15, 2012, and the Phelan South Agreement is now subject to Coronus’ board of director approval on or before August 31, 2012. We sought the extension because we require additional time to determine whether the property will be suitable for a solar photovoltaic development under the California Public Utilities Commission’s feed-in tariff program for small generators.

On July 31, 2012, the Coronus board of directors approved the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”), entered into by Coronus, as reported in our Form 8-K’s filed with the SEC on October 14 and December 9, 2011, and January 18, February 8, March 5, and April 13, 2012.

On August 10, 2012, we conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, for proceeds of CAD $40,000. The Note is secured by a first priority security interest in all of our assets, including those of our wholly-owned subsidiary, Coronus. The Note is due on demand and bears interest at an annual rate of 12%, payable in cash at redemption. In connection with the completion of the private placement, we paid no finder’s fees.

ITEM 2.03      CREATION OF A DIRECT FINANCIAL OBLIGATION.
 
As disclosed above under Item 1.01, on August 10, 2012, we conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, for proceeds of CAD $40,000. The Note is secured by a first priority security interest in all of our assets, including those of our wholly-owned subsidiary, Coronus. The Note is due on demand and bears interest at an annual rate of 12%, payable in cash at redemption. In connection with the completion of the private placement, we paid no finder’s fees. The investor was a resident of British Columbia, Canada. The Note was issued pursuant to an exemption from applicable prospectus requirements under section 2.5 “Family, friends and business associates” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the fact that the investor was a close personal friend of Jeff Thachuk, our president. Further, the foregoing transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereof in that all sales took place outside the United States with non-US persons.

ITEM 7.01      REGULATION FD DISCLOSURE.

As disclosed above under Item 1.01, we announced today the extension to the Phelan South Agreement and the Coronus board of director approval of the Yucca Valley East Agreement. We announced also the non-brokered private placement we conducted, issuing the senior secured, promissory note, as disclosed above under Items 1.01, 2.03 and 3.02.


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ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits
Document Description
   
10.1
Secured Promissory Note – Trevor Singleton.
99.1
Press release.










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 13th day of August, 2012.

 
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










-3-
 
 

 

EX-10.1 2 exh10-1.htm SECURED PROMISSORY NOTE - TREVOR SINGLETON. exh10-1.htm

 
Exhibit 10.1
 
EXHIBIT “A”
 
SECURED PROMISSORY NOTE
 
Issue Date: August 10, 2012
 
CAD $40,000.00

FOR VALUE RECEIVED, CORONUS SOLAR INC. (the “Company”) hereby promises to pay to the order of Trevor Singleton, or his successors or assigns (the “Holder”) the principal sum of Forty Thousand Canadian Dollars (CAD $40,000.00) in same day funds on demand by the Holder.

The following terms shall apply to this Note:

1.         DEFINITIONS.

Applicable Interest Rate” means an annual rate equal to twelve percent (12%), computed on the basis of a 365-day year and calculated using the actual number of days elapsed since the Issue Date or the date on which Interest was most recently paid.

Redemption Date” means the date the Holder demands repayment of the Note.

Issue Date” means the date first written above.

2.         INTEREST.

(a)        Interest Rate.  This Note shall bear interest on the unpaid principal amount hereof (“Interest”) at a rate per annum equal to the Applicable Interest Rate.

(b)        Interest Payments.  The Company shall pay accrued and unpaid Interest on the Redemption Date. The Company shall pay Interest in cash by wire transfer of immediately available funds.

3.         EVENTS OF DEFAULT.  Upon the occurrence of any of the following events (each, an “Event of Default”):

(a)        the Company or any of its subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of itself or of its property, (ii) be unable, or admit in writing its inability, to pay its debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcy, or a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any insolvency law, or an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (vi) take corporate action for the purpose of effecting any of the foregoing;

(b)        an order, judgment or decree shall be entered, without the application, approval or consent of the Company or any of its subsidiaries, by any court of competent jurisdiction, approving a petition seeking reorganization of the Company or any of its subsidiaries, or appointing a receiver, trustee or liquidator of the Company or any of its subsidiaries, or of all or a substantial part of its assets, and such order, judgment or decree shall not be dismissed within thirty (30) consecutive days thereof;

(c)        the Company or any of its subsidiaries shall fail to pay as and when due any principal or Interest hereunder;

 
 

 


 

(d)        the Company breaches any condition or obligation under this Note, or any other material agreement to which Company is a party, and such breach continues uncured for thirty (30) days after receipt of notice thereof; or
 
(e)        the Company  or any of its subsidiaries shall cease, substantially curtail, or substantially reduce its business operations;

then, and in every such event and at any time thereafter, the Holder, at its election, and without presentment, demand, notice of any kind, all of which are expressly waived by the Company, may (i) declare the entire outstanding balance of principal and Interest thereon immediately due and payable, together with all costs of collection, including attorneys’ fees, and (ii) whether or not the actions referred to in (i) above have been taken, exercise any or all of the Holder’s other rights and remedies available to the Holder under applicable law.

4.         HOLDER COSTS.  The Company agrees to promptly pay, on demand, all of the losses, costs, and expenses (including, without limitation, attorneys’ fees and disbursements) which the Holder incurs in connection with enforcement of this Note, or the protection or preservation of the Holder’s rights under this Note, whether by judicial proceeding or otherwise.  Such costs and expenses include, without limitation, those incurred in connection with any workout or refinancing, or any bankruptcy, insolvency, liquidation or similar proceedings.

5.         COMPANY WAIVERS.  The Company hereby waives diligence, demand, presentment, protest or notice of any kind. The Company agrees to make all payments under this Note without setoff or deduction and regardless of any counterclaim or defense.

6.         SECURITY.

(a)        Security Interest.  As security for the due and prompt payment and performance of all payment obligations under this Note and any modifications, replacements and extensions hereof (collectively, “Secured Obligations”), the Company hereby pledges and grants a first priority security interest to the Holder, in all assets of the Company, including those assets of the Company’s wholly-owned subsidiary, Coronus Energy Corp., whether now owned or hereafter acquired, including without limitation all intellectual property (collectively, the “Collateral”).

(b)        Default.  Following an Event of Default, the Company shall deliver the Collateral, including original certificates or other instruments representing any Collateral, to the Holder to hold as secured party, and the Company shall, if requested by the Holder, execute a securities account control agreement.

(c)        Powers of the Holder.  The Company hereby appoints the Holder as Company’s true and lawful attorney-in-fact to perform any and all of the following acts, which power is coupled with an interest, is irrevocable until the Secured Obligations are paid and performed in full, and may be exercised from time to time by the Holder in its discretion: To take any action and to execute any instrument which the Holder may deem reasonably necessary or desirable to accomplish the purposes of this Section 8(c) and, more broadly, this Note including, without limitation: (i) during the continuance of any Event of Default hereunder, to receive, endorse and collect all instruments or other forms of payment made payable to the Company representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Note, (ii) to perform or cause the performance of any obligation of the Company hereunder in the Company’s name or otherwise, (iii) during the continuance of any Event of Default hereunder, to liquidate any Collateral pledged to the Holder hereunder and to apply proceeds thereof to the payment of the Secured Obligations or to place such proceeds into a cash collateral account or to transfer the Collateral into the name of the

 
 

 


 
Holder, all at the Holder’s sole discretion, (iv) to enter into any extension, reorganization or other agreement relating to or affecting the Collateral, and, in connection therewith, to deposit or surrender control of the Collateral, (v) to accept other property in exchange for the Collateral, (vi) to make any compromise or settlement the Holder deems desirable or proper, and (vii) to execute on the Company’s behalf and in the Company’s name any documents required in order to give the Holder a continuing first lien upon the Collateral or any part thereof.

(d)        Full Recourse Note.  This is a full recourse Note. Accordingly, notwithstanding that the Company’s obligations under this Note are secured by the Collateral, in the event of a material default hereunder, the Holder shall have full recourse to all the other assets of Company. Moreover, the Holder shall not be required to proceed against or exhaust any Collateral, or to pursue any Collateral in any particular order, before the Holder pursues any other remedies against Company or against any of Company’s assets.
 
 
IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by its duly authorized officer on the date first above written.


 
CORONUS SOLAR INC.
   
 
BY:
JEFFERSON THACHUK
   
Jefferson Thachuk, President















 
 

 

EX-99.1 3 exh99-1.htm PRESS RELEASE. exh99-1.htm
Exhibit 99.1

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 AGREEMENT EXTENSION
---
VACANT LAND PURCHASE AGREEMENT APPROVAL
---
NON-BROKERED PRIVATE PLACEMENT
 
 

 
Vancouver, B.C. – August 13, 2012 – Jeff Thachuk, President of Coronus Solar Inc. (the “Company”) announced today that, further to the Company's News Release of May 7, 2012, the close of escrow for the Vacant Land Purchase Agreement (the “Phelan South Agreement”), entered into by the Company's wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), has been extended. Additionally, the time allotted for Coronus’ board of directors to approve the Phelan South Agreement, has also been extended. Under the Phelan South Agreement, effective August 1, 2012, the close of escrow has been extended to September 15, 2012, and the Phelan South Agreement is now subject to Coronus’ board of director approval on or before August 31, 2012. The Company sought the extension because it requires additional time to determine whether the property will be suitable for a solar photovoltaic development under the California Public Utilities Commission’s feed-in tariff program for small generators.
 
Additionally, on July 31, 2012, the Coronus board of directors approved the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”), entered into by Coronus, as disclosed in the Company's News Releases of October 14 and December 9, 2011, and January 17, February 7, March 20, and April 13, 2012.
 
Additionally, on August 10, 2012, the Company conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, for proceeds of CAD $40,000. The Note is secured by a first priority security interest in all of the Company’s assets, including those of its wholly-owned subsidiary, Coronus.

 
1

 

 
The Note is due on demand and bears interest at an annual rate of 12%, payable in cash at redemption. In connection with the completion of the private placement, the Company paid no finder’s fees.
 
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”. 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 company'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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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