8-K

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)

October 29, 2012 (October 24, 2012)

CORONUS SOLAR 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.

On October 24, 2012, our wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”). Under the 29-Palms Morongo Agreement, Coronus agrees to acquire a 24.23 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Albert Carness. The purchase price is $86,683, all cash. Close of escrow is December 31, 2012. Coronus deposited $1,000 into escrow and agrees to deposit an additional $85,683 within sufficient time to close escrow. The 29-Palms Morongo Agreement is subject to Coronus’ board of director approval on or before December 17, 2012. There can be no assurance Coronus’ board of director approval will be obtained.

On October 24, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Solar PV Asset Sale Agreement”) with Solar Krafte Utilities Inc. (“Solar Krafte”). Solar Krafte holds a contract to purchase 100% of the membership in Industry Solar Power Generation Station 1 LLC (“Industry”). Under the Solar PV Asset Sale Agreement, Coronus agreed to purchase 100% of the membership in Industry from Solar Krafte for $1,250,000 (the “Cash Price”). Industry is a party to a Power Purchase Agreement (the “Industry PPA”) with Southern California Edison (“SCE”), under the CREST tariff, for a 1.5 MW concentrated photovoltaic power system (the “Industry System”). Completion of the Solar PV Asset Sale Agreement is contingent on SCE approving 1) a design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Each party has the right to terminate the Solar PV Asset Sale Agreement effective upon notice to the other party if SCE fails to approve, within 90 days from October 24, 2012, 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel.

On entering into the Solar PV Asset Sale Agreement, Coronus deposited $40,000 with Solar Krafte, refundable to Coronus if SCE refuses to approve 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Under the Solar PV Asset Sale Agreement, Solar Krafte covenanted, represented and warranted to Coronus that (a) Industry was, and will be, a party in good standing to the Industry PPA, as at the date of the Solar PV Asset Sale Agreement and the closing date, and (b) but for the obligations of Industry, pursuant to the Industry PPA, Industry had, and will have, no obligations as at the date of the Solar PV Asset Sale Agreement and the closing date.

The Industry PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the generating facility’s generation, net of station use. The term of the Industry PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2009 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Industry PPA. Without the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, initial operation of the generating facility must be no later than June 28, 2013. The Industry PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance.

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The purpose and business reason for the transaction is to realize economies by building multiple solar photovoltaic (PV) power systems on the same parcel. Coronus is currently developing two 1.5 MW_ac solar PV projects on the Adelanto West Parcel: Coronus Adelanto West 1 and Coronus Adelanto West 2. The successful addition of Industry to the development will decrease development costs on a per system basis, through scale and the leverage of fixed costs. Additionally, the 2009 Market Price Referent pricing captured in the Industry PPA is 16.2% higher than the 2011 Market Price Referent pricing currently awarded under the CREST tariff. Over the course of the 20 year life of the Industry PPA, we forecast this 16.2% to translate into an incremental tariff premium of approximately $1.25 million.

Jeff Thachuk, our president and a control person of us, is the chairman, chief executive officer, and a control person of Solar Krafte. Mark Burgert, a control person of us, is the president and a control person of Solar Krafte. Accordingly, entry into the Solar PV Asset Sale Agreement constitutes a related party transaction pursuant to Canada's Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). We relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement as the fair market value of the transaction did not exceed 25% of our market capitalization.

On October 24, 2012, our board of directors approved Coronus’ entry into the Solar PV Asset Sale Agreement. As a director of our company, Mr. Thachuk declared his interest in the transaction and abstained from voting on the approval of the Solar PV Asset Sale Agreement.

ITEM 7.01          REGULATION FD DISCLOSURE.

We announced today Coronus’ entry into the 29-Palms Morongo Agreement, as disclosed above under Item 1.01. We announced also Coronus’ entry into the Solar PV Asset Sale Agreement, as disclosed above under Item 1.01.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits	Document Description
10.1	Solar Photovoltaic Asset Sale Agreement (Industry)
99.1	Press release.

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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 29th day of October, 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

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EX-10.1

Exhibit 10.1

SOLAR PHOTOVOLTAIC ASSET SALE AGREEMENT

THIS AGREEMENT is made effective the 24th day of October, 2012.

BETWEEN:

SOLAR KRAFTE UTILITIES INC., a company incorporated under the laws of the Province of British Columbia and having a registered office at 1120 Martin Street, White Rock, British Columbia, Canada, V4B 3V7

(hereinafter called “Solar Krafte”)

OF THE FIRST PART

AND:

CORONUS ENERGY CORP., a company incorporated under the laws of the state of Delaware and having a registered office at 600 – 1201 Orange Street, Wilmington, Delaware, U.S.A., 19801

(hereinafter called “Coronus Energy”)

OF THE SECOND PART

WHEREAS:

A.   Solar Krafte is a solar photovoltaic developer;

B.   Coronus Energy is a solar photovoltaic developer;

C.   Solar Krafte holds a contract to purchase 100% of the membership in Industry Solar Power Generation Station 1 LLC;

D.   Coronus Energy has offered to purchase from Solar Krafte and Solar Krafte has agreed to sell to Coronus Energy 100% of the membership in Industry Solar Power Generation Station 1 LLC.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1.   INTERPRETATION

1.1   Definitions

Where used herein or in any amendments or schedules hereto, the following terms shall have the following meanings:

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(a)        “Agreement” means this Solar Photovoltaic Asset Sale Agreement including all schedules, and all instruments supplemental to or in amendment or confirmation of this Agreement;

(b)        “Closing Date” means the later of the dates on which Southern California Edison approves 1) the Solar Krafte Design Change, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the Initial Operation Deadline of the Generating Facility, and 3) the relocation of the Generating Facility to the Adelanto West Parcel;

(c)        “Execution Date” means the date of execution of this Agreement by all parties;

(d)        “Industry” means Industry Solar Power Generation Station 1 LLC;

(e)        “Industry LLC Membership” means 100% of the membership in Industry;

(f)        “Industry PPA” means the 1.5 MW_ac, RAP ID 5496, Power Purchase Agreement between Industry and Southern California Edison;

(g)        “Adelanto West Parcel” means the 40 acres of vacant land, in the City of Adelanto, California (APN 3129-251-13);

(h)        “Solar Krafte Design Change” means changing the design of the Generating Facility under the Industry PPA from concentrating to flat plate photovoltaic solar power generation technology; and,

(i)         “United States”means the United States of America, its territories and possessions and any State of the United States and the District of Columbia.

1.2   Deemed Currency

In the absence of a specific designation of any currency, any undescribed dollar amount herein will be deemed to refer to United States dollars.

1.3   Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of the State of California and the federal laws of the United States of America applicable therein.

2.   PURCHASE AND SALE

2.1   Purchase and Sale

Based on the representations and warranties contained in this Agreement, Solar Krafte agrees to sell, assign and transfer to Coronus Energy, and Coronus Energy agrees to purchase from Solar Krafte, the Industry LLC Membership, for the price and in accordance with and subject to the terms and conditions set forth in this Agreement.

2.2   Purchase Price

Solar Krafte will sell the Industry LLC Membership to Coronus Energy for $1,250,000 (the “Cash Price”). Within ten days of the Closing Date, on the assignment and transfer to Coronus Energy by Solar Krafte of the Industry LLC Membership, the Cash Price will be paid by Coronus

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Energy to Solar Krafte by wire transfer in immediately available funds to the account specified by Solar Krafte.

3.   DEPOSIT

On the Execution Date, Coronus Energy agrees to deposit $40,000 with Solar Krafte, refundable to Coronus Energy only if Southern California Edison refuses to approve 1) the Solar Krafte Design Change, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the Initial Operation Deadline of the Generating Facility, or 3) the relocation of the Generating Facility to the Adelanto West Parcel.

4.   CONTINGENCY

This Agreement is contingent on Southern California Edison approving 1) the Solar Krafte Design Change, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the Initial Operation Deadline of the Generating Facility, and 3) the relocation of the Generating Facility to the Adelanto West Parcel. Each party shall have the right to terminate this Agreement effective upon notice to the other party if Southern California Edison fails to approve, within 90 days after the Execution Date, 1) the Solar Krafte Design Change, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the Initial Operation Deadline of the Generating Facility, or 3) the relocation of the Generating Facility to the Adelanto West Parcel.

5.   COVENANTS, REPRESENTATIONS AND WARRANTIES OF CORONUS ENERGY

Coronus Energy covenants, represents and warrants to Solar Krafte (and acknowledges that Solar Krafte is relying upon such covenants, representations and warranties in entering into this Agreement) that, under this Agreement:

5.1   Coronus Energy has good right, full corporate power and absolute authority to enter into this Agreement and to perform all of its obligations under this Agreement.

5.2   This Agreement has been duly executed and delivered by Coronus Energy and the Agreement will constitute a legal, valid and binding obligation of Coronus Energy enforceable in accordance with its terms.

6.   COVENANTS, REPRESENTATIONS AND WARRANTIES OF SOLAR KRAFTE

Solar Krafte covenants, represents and warrants to Coronus Energy (and acknowledges that Coronus Energy is relying upon such covenants, representations and warranties in entering into this Agreement) that, under this Agreement:

6.1   Solar Krafte covenants, represents and warrants to Coronus Energy that:

(a)         Industry is, and will be, a party in good standing to the Industry PPA, as at the date of this Agreement and the Closing Date; and,

(b)         But for the obligations of Industry, pursuant to the Industry PPA, Industry has, and will have, no obligations as at the date of this Agreement and the Closing Date.

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6.2   Solar Krafte has good right, full corporate power and absolute authority to enter into this Agreement and to perform all of its obligations under this Agreement.

6.3   This Agreement has been duly executed and delivered by Solar Krafte and the Agreement will constitute a legal, valid and binding obligation of Solar Krafte enforceable in accordance with its terms.

7.   LEGAL PROCEEDINGS

7.1   In the event that any proceeding, litigation or action (an “Action”) is taken by any party or parties hereto against any other party or parties in respect of this Agreement or the transactions contemplated hereunder, any and all costs incurred by the prevailing party or parties in respect of such Action shall be paid by the unsuccessful party or parties to such Action.

8.   GENERAL PROVISIONS

8.1   Time shall be of the essence of this Agreement.

8.2   This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of the solar photovoltaic assets and the transactions contemplated herein and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

8.3   This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Solar Krafte may not assign this Agreement without the written consent of Coronus Energy, which consent shall not be unreasonably withheld. Coronus Energy may not assign this Agreement without the written consent of Solar Krafte, which consent shall not be unreasonably withheld.

8.4   Any notice to be given under this Agreement shall be duly and properly given if made in writing and by delivering the same to each party at their respective address provided on page 1 of this Agreement.  Any notice given as aforesaid shall be deemed to have been given or made on the date on which it was delivered.  Any party hereto may change its address for notice from time to time by notice given to the other parties hereto in accordance with the foregoing.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the day and year first above written.

	SOLAR KRAFTE UTILITIES, INC.
Per:	JEFF THACHUK
	Signature
	CORONUS ENERGY CORP.
Per:	JEFF THACHUK
	Signature

EX-99.1

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
ENTRY INTO VACANT LAND PURCHASE AGREEMENT --- ENTRY INTO SOLAR PHOTOVOLTAIC ASSET SALE AGREEMENT

Vancouver, B.C. – October 29, 2012 – Jeff Thachuk, President of Coronus Solar Inc. (the “Company”) announced today that, on October 24, 2012, the Company’s wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”). Under the 29-Palms Morongo Agreement, Coronus agrees to acquire a 24.23 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Albert Carness. The purchase price is USD $86,683, all cash. Close of escrow is December 31, 2012. Coronus deposited USD $1,000 into escrow and agrees to deposit an additional USD $85,683 within sufficient time to close escrow. The 29-Palms Morongo Agreement is subject to Coronus’ board of director approval on or before December 17, 2012. There can be no assurance Coronus’ board of director approval will be obtained.

On October 24, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Solar PV Asset Sale Agreement”) with Solar Krafte Utilities Inc. (“Solar Krafte”). Solar Krafte holds a contract to purchase 100% of the membership in Industry Solar Power Generation Station 1 LLC (“Industry”). Under the Solar PV Asset Sale Agreement, Coronus agreed to purchase 100% of the membership in Industry from Solar Krafte for USD $1,250,000 (the “Cash Price”). Industry is a party to a Power Purchase Agreement (the “Industry PPA”) with Southern California Edison (“SCE”), under the CREST tariff, for a 1.5 MW concentrated photovoltaic power system (the “Industry System”). Completion of the Solar PV Asset Sale Agreement is contingent on SCE approving 1) a design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Each party has the right to terminate the Solar PV Asset Sale Agreement effective upon notice to the other party if SCE fails to approve, within 90 days from October 24, 2012, 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel.

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On entering into the Solar PV Asset Sale Agreement, Coronus deposited USD $40,000 with Solar Krafte, refundable to Coronus if SCE refuses to approve 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Under the Solar PV Asset Sale Agreement, Solar Krafte covenanted, represented and warranted to Coronus that (a) Industry was, and will be, a party in good standing to the Industry PPA, as at the date of the Solar PV Asset Sale Agreement and the closing date, and (b) but for the obligations of Industry, pursuant to the Industry PPA, Industry had, and will have, no obligations as at the date of the Solar PV Asset Sale Agreement and the closing date.

The Industry PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the generating facility’s generation, net of station use. The term of the Industry PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2009 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Industry PPA. Without the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, initial operation of the generating facility must be no later than June 28, 2013. The Industry PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance.

The purpose and business reason for the transaction is to realize economies by building multiple solar photovoltaic (PV) power systems on the same parcel. Coronus is currently developing two 1.5 MW_ac solar PV projects on the Adelanto West Parcel: Coronus Adelanto West 1 and Coronus Adelanto West 2. The successful addition of Industry to the development will decrease development costs on a per system basis, through scale and the leverage of fixed costs. Additionally, the 2009 Market Price Referent pricing captured in the Industry PPA is 16.2% higher than the 2011 Market Price Referent pricing currently awarded under the CREST tariff. Over the course of the 20 year life of the Industry PPA, the Company forecasts this 16.2% to translate into an incremental tariff premium of approximately USD $1.25 million.

Jeff Thachuk, the Company’s President and a control person, is the Chairman and Chief Executive Officer, as well as a control person, of Solar Krafte. Mark Burgert, a control person of the Company, is the President, as well as a control person, of Solar Krafte. On October 24, 2012, the Company’s board of directors approved Coronus’ entry into the Solar PV Asset Sale Agreement. As a director of the Company, Mr. Thachuk declared his interest in the transaction and abstained from voting on the approval of the Solar PV Asset Sale Agreement.

On behalf of the Board of Directors,

Coronus Solar Inc.

“Jeff Thachuk ”

Jeff Thachuk

President

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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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