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)
November 5, 2013 (November 4, 2013)
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.)
98-1090431
(I.R.S. Employer Identification
No.)
1100-1200 West 73rd Avenue
Vancouver, British
Columbia
Canada V6P 6G5
(Address of
principal executive offices and Zip Code)
604-267-7078
(Registrants 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.
As reported in our Form 8-K filed with the SEC on September 30, 2013, effective September 1, 2013, we engaged Earthlight Solar Inc. (Earthlight) as a consultant (the Earthlight Engagement), with Earthlight providing us with advisory and consulting services (the Earthlight Services) in respect of our solar photovoltaic (PV) business. Under the Earthlight Engagement, we were to pay Earthlight CAD$10,000 per month for the Earthlight Services. Mark Burgert, a control person of us, is the president and a control person of Earthlight. We report today, effective November 4, 2013, we amended the Earthlight Engagement (the Amended Earthlight Engagement). Under the Amended Earthlight Engagement, we are to pay Earthlight CAD $10,000 per month for the Earthlight Services, and will do so up to November 30, 2013. Additionally, effective December 1, 2013, we are to pay Earthlight 10% of the cash value received on the Redwood Debenture, in return for Earthlight performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement, the closing of which we reported in our Form 8-K filed with the SEC on September 30, 2013.
As reported in our Form 8-K filed with the SEC on September 30, 2013, effective September 1, 2013, we engaged RenewTrek Solar Inc. (RenewTrek) as a consultant (the RenewTrek Engagement), with RenewTrek providing us with advisory and consulting services (the RenewTrek Services) in respect of our solar PV business. Under the RenewTrek Engagement, we were to pay RenewTrek CAD$10,000 per month for the RenewTrek Services. Jeff Thachuk, our president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer, and a member of our board of directors, is the president and a control person of RenewTrek. We report today, effective November 4, 2013, we amended the RenewTrek Engagement (the Amended RenewTrek Engagement). Under the Amended RenewTrek Engagement, we are to pay RenewTrek CAD $10,000 per month for the RenewTrek Services, and will do so up to November 30, 2013. Additionally, effective December 1, 2013, we are to pay RenewTrek 10% of the cash value received on the Redwood Debenture, in return for RenewTrek performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement, the closing of which we reported in our Form 8-K filed with the SEC on September 30, 2013. As a director of our company, Mr. Thachuk declared his interest in the transaction and abstained from voting on the approval of the Amended RenewTrek Engagement.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
As disclosed above under Item 1.01, effective September 1, 2013, under the Amended Earthlight Engagement, we are to pay Earthlight CAD $10,000 per month for the Earthlight Services, and will do so up to November 30, 2013. Additionally, effective December 1, 2013, we are to pay Earthlight 10% of the cash value received on the Redwood Debenture, in return for Earthlight performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement.
As disclosed above under Item 1.01, effective September 1, 2013, under the Amended RenewTrek Engagement, we are to pay RenewTrek CAD $10,000 per month for the RenewTrek Services, and will do so up to November 30, 2013. Additionally, effective December 1, 2013, we are to pay RenewTrek 10% of the cash value received on the Redwood Debenture, in return for RenewTrek performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement.
-2-
ITEM 7.01 REGULATION FD DISCLOSURE.
As disclosed above under Item 1.01, we announced today our entry into the Amended Earthlight Engagement and our entry into the Amended RenewTrek Engagement, inclusive of the financial obligations in relation thereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits | Document Description |
10.1 | Amended Consulting Services Agreement EarthLight. |
10.2 | Amended Consulting Services Agreement RenewTrek. |
99.1 | Press release. |
-3-
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 5th day of November, 2013.
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 |
-4-
CORONUS SOLAR INC.
(the Corporation)
Suite 1100
- 1200 West 73rd Ave., Vancouver, B.C., V6P 6G5
Telephone: (604)
267-7078 Facsimile: (604) 267-7080
AMENDMENT TO CONSULTING SERVICES AGREEMENT
DATED
SEPTEMBER 1, 2013
Effective September 1, 2013, Earthlight Solar Inc. (Earthlight) was to provide the Corporation with advisory and consulting services (the Services) in respect of the Corporations solar photovoltaic business.
The Corporation is to pay Earthlight $10,000 per month (the Fee) for the Services, and will do so up to November 30, 2013.
Effective December 1, 2013, the Corporation is to pay Earthlight 10% of the cash value received of the Redwood Debenture, in return for performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement (see Form 8-K filed with the SEC on September 30, 2013).
Either party can terminate the Services with notice.
Mark Burgert is a control person of Earthlight, and Mr. Burgert is also a control person of the Corporation.
Both the Corporation and Earthlight have good right, full corporate power and absolute authority to enter into this Agreement.
The Agreement is dated as of November 4, 2013.
CORONUS SOLAR INC.
(the Corporation)
Suite 1100
- 1200 West 73rd Ave., Vancouver, B.C., V6P 6G5
Telephone: (604)
267-7078 Facsimile: (604) 267-7080
AMENDMENT TO CONSULTING SERVICES AGREEMENT
DATED
SEPTEMBER 1, 2013
Effective September 1, 2013, RenewTrek Solar Inc. (RenewTrek) was to provide the Corporation with advisory and consulting services (the Services) in respect of the Corporations solar photovoltaic business.
The Corporation is to pay RenewTrek $10,000 per month (the Fee) for the Services, and will do so up to November 30, 2013.
Effective December 1, 2013, the Corporation is to pay RenewTrek 10% of the cash value received of the Redwood Debenture, in return for performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement (see Form 8-K filed with the SEC on September 30, 2013).
Either party can terminate the Services with notice.
Jeff Thachuk is a control person of RenewTrek, and Mr. Thachuk is also a control person of the Corporation, as well as the Corporations president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer, and a member of the Corporations board of directors.
Both the Corporation and RenewTrek have good right, full corporate power and absolute authority to enter into this Agreement.
The Agreement is dated as of November 4, 2013.
CORONUS SOLAR INC.
Suite 1100 - 1200 West 73rd Avenue | Telephone 604-267-7078 |
Vancouver, B.C. V6P 6G5 | Facsimile 604-267-7080 |
Canada | www.coronusenergy.com |
NEWS RELEASE | OTCBB - CRNSF |
For Immediate Release |
AMENDMENT OF EARTHLIGHT ENGAGEMENT |
--- |
AMENDMENT OF RENEWTREK ENGAGEMENT |
Vancouver, B.C. November 5, 2013 Jeff Thachuk, President of Coronus Solar Inc. (the Company) announced today that, as reported in the Companys News Release of September 30, 2013, effective September 1, 2013, the Company engaged Earthlight Solar Inc. (Earthlight) as a consultant (the Earthlight Engagement), with Earthlight providing the Company with advisory and consulting services (the Earthlight Services) in respect of the Companys solar photovoltaic (PV) business. Under the Earthlight Engagement, the Company was to pay Earthlight $10,000 per month for the Earthlight Services. Mark Burgert, a control person of the Company, is the president and a control person of Earthlight. The Company reports today, effective November 4, 2013, the Company amended the Earthlight Engagement (the Amended Earthlight Engagement). Under the Amended Earthlight Engagement, the Company is to pay Earthlight $10,000 per month for the Earthlight Services, and will do so up to November 30, 2013. Additionally, effective December 1, 2013, the Company is to pay Earthlight 10% of the cash value received on the Redwood Debenture, in return for Earthlight performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement, the closing of which the Company reported in the Companys News Release of September 30, 2013.
1
As reported in the Companys News Release of September 30, 2013, effective September 1, 2013, the Company engaged RenewTrek Solar Inc. (RenewTrek) as a consultant (the RenewTrek Engagement), with RenewTrek providing the Company with advisory and consulting services (the RenewTrek Services) in respect of the Companys solar PV business. Under the RenewTrek Engagement, the Company was to pay RenewTrek $10,000 per month for the RenewTrek Services. Jeff Thachuk, the Companys president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer, and a member of the Companys board of directors, is the president and a control person of RenewTrek. The Company reports today, effective November 4, 2013, the Company amended the RenewTrek Engagement (the Amended RenewTrek Engagement). Under the Amended RenewTrek Engagement, the Company is to pay RenewTrek $10,000 per month for the RenewTrek Services, and will do so up to November 30, 2013. Additionally, effective December 1, 2013, the Company is to pay RenewTrek 10% of the cash value received on the Redwood Debenture, in return for RenewTrek performing those certain development services in respect of the twelve anticipated, utility-scale, solar PV projects under the Share Purchase and Development Services Agreement, the closing of which the Company reported in the Companys News Release of September 30, 2013. As a director of the Company, Mr. Thachuk declared his interest in the transaction and abstained from voting on the approval of the Amended RenewTrek Engagement.
On behalf of the Board of Directors,
Coronus Solar Inc.
Jeff Thachuk
Jeff Thachuk
President
Forward Looking Statements: Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements. Forward-looking statements may be identified by words including anticipates, believes, intends, estimates, expects and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
2
UO8)9ESE%?)XZ_6EM-7TZ]G,%K>P32@9*(X)Q]*
MY^`'4'T6"VL9[9[&16G,D)0(`A!4$]1+:[0F&&0IV@M^O2
MDN--OK:ZU&S$$LEM#ITZ6SJI(*N053ZC!&/:@#K(-:TRY*B"^@DW.(QM;.6.
M2!]>#4C:E9*ER[7,86U.)CG_`%9]ZYMHY[CPVYB:]GN;1XIT6:V\MLJ1E5`4
M9X!]>M4(=,OFN(4:"<1ZNR37.Y#^[*RER&]/E('/I0!UB:_I$DRPIJ-NTK,$
M"!QDG.,5):ZSIMXSK;7T$I1=S!'!('K6?]FD_P"$RGG\EO*.GA0^WY2V\G&?
M6L32K"\MTTYKJ&:56L94B'E;3`^.5;`[CIF@#J8=;TN='>&_@=8RH8J^<;C@
M?F:MQ7,,TLL44BN\)`D4'[I(R`:XR"*XE\*"T7[>\R?9LQR6I3R\.N0IVC=C
M'?/2M_PY'+:VL]E
?0CD?45B/X>9IF(O+S
MRST4WLW`_.MZL7^W4@\Q+C:TIFE5%W*GRH<=6('<#\:`%C\-6*_?DO'/H;R7
M'Z-4ZZ'9H,*]ZOTOIQ_[/5&YU:XED:>S67[.EI]H7&P!L@\MGGC'08Z&M"'[
M5_92.9G6;:78RJK$]>/EP*`$&B6@.1)>@_\`7]/_`/%TO]C6O_/6^_\``^?_
M`.+JM'>WBQ:?(V;AKE"YCC4+_"#U)[?6II]9B@LX[MHG$++O8LRJ4'<8)Y(]
MO2@!_P#8UK_SUOO_``/G_P#BZ@?P]:R3;Y)KYD`X0WLI'_H6?UJ:;468W*00
M2,L(96F&W:K;WK0!&^G12"4,\A,EN+=CQ]WGGIUY-6?+'D^5D[=NWWQBGTUV"(S,
M<*HR30!7CLHXA:A6;_1DV)GN,8Y_*J=QH%M<0F)IIE1HC"X&WYE))[CCJ>F*
MT7N(H[?SV;]W@'=CL>E2T`43IJ^;,R3S)',27B4C:25VYZ9]._:EETV&6,HS
MR#,(AR",@#D'ZU<)"@DD`#DDT`A@"""#R"*`*`TF(ES--+.9'5V\S;S@8Q@#
M&,5:M8!:VZ0J[NJ<*7.2!V&?;I4U%`!1110`4444`%%%%`!1110`4444`%%%
M%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`UU+(
MRABI(QN'4>]9XT>)8TQ-+YJN[^<0I8ECEL@C'IV[5I57@OK6Y?9!/'(V,X4]
MO6@")M-B=90TDA,L'D,>!QSSTZ\GVJUY8\GRLG;MV^^,4^FNP1&9CA5&2:`*
M\=E'$+4*S?Z,FQ,]QC'/Y53N-`MKB$Q--,J-$87`V_,I)/<<=3TQ6B]Q%';^
M>S?N\`[L=CTJ6@"B=-7S9F2>9(YB2\2D;22NW/3/IW[4LNFPRQE&>09A$.01
MD`<@_6KA(4$D@`