Form 8-K - Current report
September 12 2016 - 9:17AM
Edgar (US Regulatory)
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)
September
8, 2016
Kibush
Capital Corp.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or other jurisdiction of incorporation)
000-55256
(Commission
File No.)
c/o
McGee Law Firm, LLC
5635
N. Scottsdale Road, Suite 170
Scottsdale,
Arizona 85250
(Address
of principal executive offices and Zip Code)
+(61)
3 9846 4288
(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)) |
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|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
8.01 Other Events.
On
September 8, 2016, the Company's subsidiary Aqua Mining (PNG) Ltd received approval from the Department of Forestry Papua
New Guinea, on application for the Timber Authority (TA) on 2,000 hectares in Kubuna, Central Province District, Papua New Guinea,
75 kilometers North North East from Port Moresby ("Kubuna"). The Timber Authority approval for Kubuna allows the Company
to commercialize up to 5,000 cubic meters of timber per year and is valid for an initial term of two years. Aqua Mining currently
has more than 40,000 hectares of primary forest under contract for commercialization with the landowners in Kubuna, attached as
Exhibit 10.1.
Also
on September 8, 2016, the Company's subsidiary Aqua Mining (PNG) Ltd received approval from the Department of Forestry Papua
New Guinea, on application for the Timber Authority (TA) on for 2,000 hectares in Kwikila Station, Rigo District, 55 kilometers
East from Port Moresby ("Rigo"). The Timber Authority approval for Rigo allows the Company to commercialize up to
5,000 cubic meters of timber per year and is valid for an initial term of two years. Aqua Mining currently has more than 25,000
hectares of primary forest under contract for commercialization with the landowners in Rigo, attached as Exhibit 10.2.
As
previously disclosed, the Company entered into an agreement with Blackbridge Capital, LLC whereby the Company is to receive up
to $100,000 in exchange for a convertible promissory note. The Company has now received $25,000 under this agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
Number |
|
SEC
Reference
Number |
|
Title
of Document |
|
Location |
|
|
|
|
|
|
|
10.1 |
|
10 |
|
Sales
and Purchase Agreement dated March 5, 2016 |
|
This
Filing |
|
|
|
|
|
|
|
10.2 |
|
10 |
|
Securities
Purchase Agreement dated April 1, 2016 |
|
|
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 12th day of September, 2016.
|
KIBUSH
CAPITAL CORP. |
|
|
|
|
BY: |
/s/
Warren Sheppard |
|
|
Warren
Sheppard, President |
SALES
AND PURCHASE AGREEMENT
This
Agreement is made on the 5 March, 2016.
BETWEEN: |
AQUA
MINING (PNG) LIMITED |
|
|
P
O Box 3245 Boroko, N.C.D. Papua New Guinea |
|
|
(The
Purchaser) |
|
|
|
|
AND: |
USIA
CLAN |
|
|
VASIRA
VILLAGE, RIGO, CENTRAL PROVINCE |
|
|
|
|
|
(The
Resource Owners) |
|
WHEREAS:
A. |
The
Resource Owners will provide written proof to the Purchaser to verify that they are the customary owners of the land described
in this Agreement and of the resources on this land. |
|
|
B. |
The
Resource Owners will harvest trees owned by them and growing on their land and sell the harvested trees to The Purchaser at
the agreed prices as set out in this Agreement. |
|
|
C. |
The
Purchaser will purchase the harvested trees from The Resource Owners at the agreed prices as set out in this Agreement. |
IT
IS AGREED:
1. |
The
Resource Owners hereby grant to The Purchaser the exclusive right to purchase trees from the land area described in this Agreement,
except for Teak Trees. |
|
|
2. |
The
Resource Owners: |
|
a. |
are
the customary owners of the land |
|
|
|
|
b. |
are
entitled under the custom to deal with the trees or other forest produce on the land |
|
|
|
|
c. |
no
other person has any right or interest in the native trees on the land |
3. |
Timber
or other forest produce remains the property of the customary owners of the land in which it is growing until it has been
felled and removed, when the timber becomes the property of The Purchaser, subject to the payment of the monetary benefits
set out in this Agreement. |
|
|
4. |
The
Purchaser has the right to refuse any trees that do not meet the specifications of The Purchaser. |
5. |
The
Resource Owners grant to The Purchaser and all persons lawfully authorized by The Purchaser the right to: |
|
a. |
enter
on and pass through the land (but not private premises) |
|
|
|
|
b. |
prepare
and construct loading and storage sites for the harvested trees |
6. |
The
Resource Owners must not interfere with the carrying out of this Agreement. |
|
|
7. |
The
Resource Owners must not allow any other person to acquire an interest in the trees which The Purchaser may be entitled to
obtain under this Agreement. |
|
|
8. |
The
Resource Owners and all clan members are entitled to carry out al customary rights to: |
|
a. |
Hunt |
|
|
|
|
b. |
Fish |
|
|
|
|
c. |
Gather
plant foods |
|
|
|
|
d. |
Gather
traditional materials for making clothing, artifacts, tools, utensil and houses |
|
|
|
|
e. |
Collect
firewood |
|
|
|
|
f. |
Plant,
maintain and harvest subsistence gardens |
|
|
|
|
g. |
Enter
on and pass through the land |
9. |
Nothing
in this Agreement entitles any employee of The Purchaser to hunt, fish or make gardens on Clan land without the permission
of the owners of the relevant land. |
|
|
10. |
The
Resource Owners agree to fully protect and ensure the safety of the owners, employees, agents, contractors and consultants
of The Purchaser whenever they are on the land. |
|
|
11. |
The
Resource Owners have the right to mark commercial trees and other forest produce which are required by them for traditional
purposes. |
Term
of Agreement
12. |
The
term of this Agreement is three (3) years commencing on the day on which this Agreement is signed. |
Monetary
Benefits
13. |
At
the end of every two (2) months during which harvested trees have been taken under this Agreement, The Purchase will pay to
The Resource Owners the amount of Thirty Five (35) Kina per cubic meter of trees that have been obtained by The Purchaser. |
|
|
14. |
At
the end of every two (2) weeks during which harvested trees have been taken under this Agreement, The Purchaser will pay to
The Resource Owners a Levi payment of Five (5) Kina per cubic meter that will be shared equally by the 4 Directors. |
SCHEDULE
1 - List of Resource Owners
Name |
Christopher
Majare |
|
Signature |
/s/
Christopher Majare |
|
Chairman |
|
|
|
|
|
|
|
|
Name |
Lavina
Ineri |
|
Signature |
/s/
Lavina Ineri |
|
V/Chairman |
|
|
|
|
|
|
|
|
Name |
Mare
Ageva |
|
Signature |
/s/
Mare Ageva |
|
Secretary |
|
|
|
|
|
|
|
|
Name |
Kenene
Kokira |
|
Signature |
/s/
Kenene Kokira |
|
Treasurer |
|
|
|
|
|
|
|
|
Name |
Pstr
Ageva Raisa |
|
Signature |
/s/
Pstr Ageva Raisa |
|
Clan Elder |
|
|
|
|
|
|
|
|
Name |
Kefina
Ineri |
|
Signature |
|
|
Clan Elder |
|
|
|
|
|
|
|
|
Name |
Geure
Raisa |
|
Signature |
|
|
Clan Elder |
|
|
|
Signed for and behalf of |
|
|
AQUA MINING (PNG) LIMITED |
|
|
|
|
|
Vincent Appo |
|
/s/ Vincent Appo |
Name |
|
Signature |
SCHEDULE
1 - List of Resource Owners
SALES
AND PURCHASE AGREEMENT
This
Agreement is made on the 01st April, 2016.
between: |
aqua
mining ( png ) limited |
|
P
O Box 3245 Boroko, N.C.D. Papua New Guinea |
|
(The
Purchaser) |
|
|
|
and: |
KOFAGA
CLAN (REG. ILG N2 3622) |
|
|
P.
O. Box 7445, Boroko |
|
|
|
|
|
(The
Resource Owners) |
|
whereas:
A. |
The
Resource Owners will provide written proof to the Purchaser to verify that they are the customary owners of the land described
in this Agreement and of the resources on this land. |
|
|
B. |
The
Resource Owners will harvest trees owned by them and growing on their land and sell the harvested trees to The Purchaser at
the agreed prices as set out in this Agreement. |
|
|
C. |
The
Purchaser will purchase the harvested trees from The Resource Owners at the agreed prices as set out in this Agreement. |
it
is agreed:
1. |
The
Resource Owners hereby grant to The Purchaser the exclusive right to purchase trees from the land area described in this Agreement,
except for Teak Trees. |
|
|
2. |
The
Resource Owners: |
|
a. |
are
the customary owners of the land |
|
|
|
|
b. |
are
entitled under the custom to deal with the trees or other forest produce on the land |
|
|
|
|
c. |
no
other person has any right or interest in the native trees on the land |
3. |
Timber
or other forest produce remains the property of the customary owners of the land in which it is growing until it has been
felled and removed, when the timber becomes the property of The Purchaser, subject to the payment of the monetary benefits
set out in this Agreement. |
|
|
4. |
The
Purchaser has the right to refuse any trees that do not meet the specifications of The Purchaser. |
5. |
The
Resource Owners grant to The Purchaser and all persons lawfully authorized by The Purchaser the right to: |
|
|
|
|
a. |
enter
on and pass through the land (but not private premises) |
|
|
|
|
b. |
prepare
and construct loading and storage sites for the harvested trees |
|
|
|
6. |
The
Resource Owners must not interfere with the carrying out of this Agreement. |
|
|
|
7. |
The
Resource Owners must not allow any other person to acquire an interest in the trees which The Purchaser may be entitled to
obtain under this Agreement. |
|
|
|
8. |
The
Resource Owners and all clan members are entitled to carry out al customary rights to: |
|
a. |
Hunt |
|
|
|
|
b. |
Fish |
|
|
|
|
c. |
Gather
plant foods |
|
|
|
|
d. |
Gather
traditional materials for making clothing, artifacts, tools, utensil and houses |
|
|
|
|
e. |
Collect
firewood |
|
|
|
|
f. |
Plant,
maintain and harvest subsistence gardens |
|
|
|
|
g. |
Enter
on and pass through the land |
9. |
Nothing
in this Agreement entitles any employee of The Purchaser to hunt, fish or make gardens on Clan land without the permission
of the owners of the relevant land. |
|
|
10. |
The
Resource Owners agree to fully protect and ensure the safety of the owners, employees, agents, contractors and consultants
of The Purchaser whenever they are on the land. |
|
|
11. |
The
Resource Owners have the right to mark commercial trees and other forest produce which are required by them for traditional
purposes. |
Term
of Agreement
12. |
The
term of this Agreement is three (3) years commencing on the day on which this Agreement is signed. |
Monetary
Benefits
13. |
At
the end of every two (2) months during which harvested trees have been taken under this Agreement, The Purchase will pay to
The Resource Owners the amount of Thirty five (35) Kina per cubic meter of trees that have been obtained by The Purchaser. |
|
|
14. |
At
the end of every two (2) weeks during which harvested trees have been taken under this Agreement, The Purchaser will pay to
The Resource Owners a Levi payment of Five (5) Kina per cubic meter that will be shared equally by the Directors. |
SCHEDULE
1 - List of Resource Owners
Name |
Gelenda
Koloko |
|
Signature |
/s/
Gelenda Koloko |
|
Chairman |
|
|
|
|
|
|
|
|
Name |
Allan
- Hara |
|
Signature |
/s/
Allan-Hara |
|
V/Chairman |
|
|
|
|
|
|
|
|
Name |
Julio
Mon (1) |
|
Signature |
/s/
Julio Mon |
|
Secretary |
|
|
|
|
|
|
|
|
Name |
Ereg
Mongo |
|
Signature |
/s/
Ereg Mongo |
|
A/Secretary |
|
|
|
|
|
|
|
|
Name |
Julio
Kombar |
|
Signature |
/s/
Julio Kombar |
|
Treasurer
|
|
|
|
|
|
|
|
|
Name |
Iruma
Hasi |
|
Signature |
/s/
Iruma Hasi |
|
Director |
|
|
|
|
|
|
|
|
Name |
Kasina
Sombar |
|
Signature |
/s/
Kasina Sombar |
|
Director |
|
|
|
Signed
for and behalf of
AQUA
MINING (PNG) LIMITED
Vincent
Appo |
|
/s/
Vincent Appo |
Name |
|
Signature |
SCHEDULE
2 - Map Diagram of the Clan land area
SCHEDULE
1 - List of Resource Owners