0001165527-13-000228.txt : 20130307
0001165527-13-000228.hdr.sgml : 20130307
20130307140413
ACCESSION NUMBER: 0001165527-13-000228
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20130227
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20130307
DATE AS OF CHANGE: 20130307
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Western Graphite Inc.
CENTRAL INDEX KEY: 0001389294
STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000]
IRS NUMBER: 208055672
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54665
FILM NUMBER: 13672815
BUSINESS ADDRESS:
STREET 1: 4100 W. FLAMINGO ROAD
STREET 2: SUITE 2750
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
BUSINESS PHONE: 702-922-2700
MAIL ADDRESS:
STREET 1: 4100 W. FLAMINGO ROAD
STREET 2: SUITE 2750
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
FORMER COMPANY:
FORMER CONFORMED NAME: LUCKY STRIKE EXPLORATIONS INC.
DATE OF NAME CHANGE: 20070208
8-K
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g6679.txt
CURRENT REPORT DATED 2-27-13
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) February 27, 2013
WESTERN GRAPHITE INC.
(Exact name of registrant as specified in its charter)
Nevada 000-54665 20-8055672
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 W. Flamingo Road, Suite 2750, Las Vegas, NV 89103
(Address of principal executive offices) (Zip Code)
(702) 922-2700
(Registrant's telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
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:
[ ] 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 AGREEMENT
AGREEMENT TO ACQUIRE AMORF GRAPHITE PROPERTY
Effective February 27, 2012, our company entered into an asset purchase
agreement with Dr. Ahmet Unsal ("Dr. Unsal") for the acquisition of all the
rights, title and interest in certain lands covering approximately 495 hectares
and known as the Amorf Graphite property and located in the district of Bozyazi,
in the village of Cabukkoyaoi, Mersin Province Turskey. Closing of the agreement
is subject to our satisfactory completion of due diligence on the property. A
full copy of the asset purchase agreement is attached hereto as Exhibit 10.1.
In consideration for the acquisition of these claims, our company has agreed to
the following:
(a) upon execution and delivery of this Agreement, our company will forward the
equivalent of US$1,500,000, such consideration to be paid in shares of our
company at a deemed valuation equivalent to $0.50 per share.
(b) upon closing of two subsequent financings, our company will pay Dr. Unsal
US$750,000 approximately six months after listing on the OTC.BB stock exchange
and the remaining US$750,000 six months after the first payment of US$750,000
has been paid to Dr. Unsal, per such financing to Dr. Unsal;
(c) upon successful completion of our company's purchase, Mr. Seyit Kucuk shall
be appointed as president and chief operating officer and shall manage all
exploration efforts of our company, and shall travel to investment bankers and
other investors in various countries on behalf of our company (the cost of such
travel shall be borne by our company);
(d) upon successful completion of our company's purchase, Mr. Seyit Kucuk shall
appoint one member to our company's board of directors or management team;
(e) any and all shares paid to Dr. Unsal that he is associate, representatives
or assigns shall be restricted for a period of one year from the date of our
company's purchase, and as such cannot be sold, transferred, hypothecated or
otherwise traded for a period of one year; and
(f) all shares must be delivered to the Vendor within 30-45 business days from
the date that this contract is received back by our company.
In addition to the terms, the parties agree to each bear their own respective
finder's fees, costs and expenses associated with the transaction, unless
otherwise agreed in to writing.
AGREEMENT TO ACQUIRE PURE FLAKE GRAPHITE PROPERTY
Effective March 4, 2013, our company entered into an agreement of purchase and
sale with Seyit Kucuk for the acquisition of five (5) claims located in the
Omineca Mining Division of the Province of British Columbia. The claims, which
cover approximately 2,524 hectares, are known as the "Pure Flake Graphite"
property and are subject to a 2% net milling royalty.
In consideration for the acquisition of these claims, our company will issue an
aggregate of 10,000,000 shares of our company's common stock, within 14 days on
execution of the agreement of purchase and sale. Upon closing, our company will
assume and be responsible for all obligations, liabilities and claims of any
nature, accruing, arising out of, or relating to the 2% milling royalty.
The description of the agreements contained in this Item 1.01 are a summary and
are qualified in its entirety by reference to the copies of the agreements
attached hereto as exhibits, and which are incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Asset Purchase Agreement dated February 27, 2013
10.2 Agreement of Purchase and Sale dated March 4, 2013
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.
WESTERN GRAPHITE INC.
/s/ Michael Noble
--------------------------------
Michael Noble
President and Director
Date: March 7, 2013
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EX-10.1
2
ex10-1.txt
ASSET PURCHASE AGREEMENT
Exhibit 10.1
ASSET PURCHASE AGREEMENT
February 27, 2013
This Asset Purchase Agreement (the "Agreement") will record the terms whereby
Western Graphite Inc. ("Western") agrees to acquire one hundred percent (100%)
of all rights and licenses associated with the lands in connection with Amorf
Graphite (the "Subject Property") as further described below in Section 1 from
Dr. Ahmet Unsal (the "Vendor") for the amount of USD$3,000,000. The purchase
amount is payable to Dr. Ahmet Unsal.
Western is pleased to acquire to the Subject Property subject to the following
terms and conditions:
(a) a satisfactory due diligence review by Western of the Subject Property
and any financial statements of Subject Property owners and/or
licensees; and
(b) delivery of standard closing documentation including but not limited
to legal opinions, officers certificates, certificates of good
standing and evidence of good title to the Subject Property, if and as
required by Western.
The conditions in favour of Western may be waived in whole or in part by Western
and the conditions in favour of the Vendor may be waived in whole or in part by
the Vendor.
1. THE LANDS
1.1 Western hereby offers to purchase from the Vendor the following lands and
premises (the "Lands" or the "Subject Property"):
Civic Address:
City is Mersin Region,
Destrict is Bozyazi,
Village is Cabukkoyaoi
Legal Description:
Map Koordinates are P 30 d1,d4
Koordinates of License are: 495,0 HA
Point 1. Point 2. Point 3. Point 4.
--------- --------- --------- ---------
Y 501.000 502.500 502.500 501.000
X 3.999.000 3.999.000 3.995.700 3.995.700
2. PROPOSAL
2.1 The parties will only be legally bound to complete the purchase of the
Property upon execution of this Agreement.
2.2 The parties agree to negotiate hereafter in good faith to determine the
structure that would be most beneficial to both parties, taking into account
various securities, tax and operating considerations.
3. MATERIAL TERMS
3.1 As consideration for acquiring 100% of the rights associated with the
Subject Property, Western will pay a sum to the Vendor as follows:
(a) Upon execution and delivery of this Agreement, Western will forward
the equivalent of US$1,500,000, such consideration to be paid in
shares of Western at a deemed valuation equivalent to $.50 per share.
(b) Upon closing of two subsequent financings, Western will pay the Vendor
USD$750,000 approximately six months after listing on the OTC.BB stock
exchange and the remaining USD $750,000 six months after the first
payment of USD $750,000 has been paid to Dr. Ahmet Unsal , per such
financing to the Vendor;
(c) Upon successful completion of Western's purchase, Mr. Seyit Kucuk
shall be appointed as President and Chief Operating Officer and shall
manage all exploration efforts of Western, and shall travel to
investment bankers and other investors in various countries on behalf
of Western (the cost of such travel shall be borne by Western);
(d) Upon successful completion of Western's purchase, Mr. Seyit Kucuk
shall appoint one member to Western's board of directors or management
team;
(e) Any and all shares paid to Vendor Dr. AhmetUnsal that he is associate,
representatives or assigns shall be restricted for a period of one
year from the date of Western's purchase, and as such cannot be sold,
transferred, hypothecated or otherwise traded for a period of one
year.
(f) All shares must be delivered to the Vendor within 30-45 business days
from the date that this contract is received back by Western. Email
return is acceptable and Michael Noble must return contract signed
within 5 business days from receipt that it has been received by
Western.
4. CONDITIONS
4.1 The Subject Property shall be, on the Completion Date, free and clear of all
liens, rights, charges, encumbrances, tenancies.
5. CONFIDENTIALITY
5.1 Each of the parties acknowledge that they will be providing to the other
information that is non-public, confidential, and proprietary in nature. Each of
the parties (and their respective affiliates, representative, agents and
employees) will keep such information confidential and will not, except as
provided below, disclose such information or use such information for any
2
purpose other than for the evaluation and consummation of this agreement. This
ss.5.1 will not apply to information that:
(a) becomes generally available to the public absent any breach of ss.5.1;
(b) was available on a non-confidential basis to a party prior to its
disclosure pursuant to this Agreement; or
(c) becomes available on a non-confidential basis from a third party who
is not bound to keep such information confidential.
5.2 The parties agree that it will not make any public disclosure of the
existence of this Agreement or of any of its terms without first advising the
other party and obtaining the written consent of such other party to the
proposed disclosure, unless such disclosure is required by applicable law or
regulation, in which event the party contemplating disclosure will inform the
other party of and obtain its consent to the form and content of such
disclosure, which consent will not be unreasonably withheld or delayed.
6. ACCESS
6.1 Prior to the execution of this Agreement, the parties and their
representatives will provide each other with:
(a) such information (including copies of documents) as either party may
reasonably request; and
(b) access to the books, records, geological data, claim information,
facilities and personnel of the parties as either party may reasonably
request.
7. EXPENSES
7.1 The parties agree to each bear their own respective finder's fees, costs and
expenses associated with the transaction, unless otherwise agreed to in writing.
8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in accordance with the
laws of Turkey, and the parties hereto irrevocably attorn to the jurisdiction of
the Turkey and the appellate courts thereof.
9. AMENDMENT
9.1 Any provision of the Agreement may be amended or waived only if such
amendment or waiver is in writing and is executed by the Vendor and Western.
10. ENTIRE AGREEMENT
10.1 The Agreement (including, without limitation, the Schedules attached hereto
which form part of the Agreement) embodies the entire agreement between Western
3
and the Vendor in respect of the purchase and sale of the Subject Property and
supersedes any prior agreements and understandings between such parties relating
to the said subject matter hereof.
10.2 ENUREMENT
11.1 The Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, legal personal
representatives, successors and permitted assigns. If any provision of the
Agreement shall to any extent be held to be invalid or unenforceable, the
remainder of the Agreement or the application of such provision to persons or
circumstances other than as to which it is held invalid or unenforceable, shall
not be affected thereby and each provision of the Agreement shall be valid and
enforced to the fullest extent permitted by law.
11. BUSINESS DAYS
11.1 In the event, pursuant to the terms of the Agreement, any matter is to be
carried out on a day other than a business day in the country of Turkey, then
the time within which such matter is to be carried out shall be extended to the
first business day thereafter.
12. STRUCTURE
12.1 Notwithstanding anything contained herein, Western may consider alternative
forms of structuring the transaction provided there are no adverse consequences
to the Vendor.
13. SECTIONS AND SUBHEADINGS
13.1 The headings of this Agreement are for convenience only, do not form a part
of this Agreement and are not intended to interpret, define or limit the scope,
extent or intent of this Agreement or any of its provisions.
13.2 The symbol ss. followed by a number or some combination of numbers and
letters refers to the section, paragraph or subparagraph of this Agreement so
designated.
14. ACCEPTANCE
If the foregoing reflects your understanding of the Agreement and if you are in
agreement in principle with the terms and conditions of the proposal herein,
please so acknowledge by executing an original of this Agreement and return the
same by February 28, 2013.
This Agreement may be executed in several counterparts as may be necessary or by
facsimile or email and each such counterpart agreement or facsimile or email so
executed are deemed to be an original and such counterparts and facsimile or
email copies together will constitute one and the same instrument.
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Yours truly,
Western Graphite Inc.
Per: /s/ Michael Noble
------------------------------------
Mr. Michael Noble (President)
ACCEPTED AND AGREED TO:
Dr. Ahmet Unsal
Emek 8. cadde 125/3
Cankaya/ANKARA
Turkey
Per: /s/ Authorized Signatory
------------------------------------
45
EX-10.2
3
ex10-2.txt
AGREEMENT OF PURCHASE AND SALE
Exhibit 10.2
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT is made effective 4 day March, 2013 (the "Effective Date").
BETWEEN: Mr. Seyit Kucuk,
Ulusmahallesi - Oztopuz cad. Setalti sok. No: 11/1 34347 Ortakoy Besiktas
Istanbul Turkey
(hereinafter called the "Vendor")
OF THE FIRST PART
AND: Western Graphite Inc.
4100 W. Flamingo Road, Suite 2750
LAS VEGAS NV 89103
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of five claims located in the Omineca
Mining Division of the Province of British Columbia as more particularly
described in Schedule "A";
B. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed
to buy from the Vendor the Claims on the terms and conditions hereinafter set
forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the
premises, the mutual covenants and agreements herein contained to be kept and
performed by each of the parties hereto, the parties hereto hereby agrees as
follows:
1. DEFINITIONS
1.1 For the purposes of this Agreement:
a. "Claims" means the Claims more particularly described in Schedule "A";
b. "Closing Date" means the earlier of March 4, 2013 and the day that is
the fifth business day following the date this Agreement is accepted;
c. "Net Milling Royalty" means the amount received from any buyer of the
concentrates, ores or mineral and rock products removed from the
Claims after deducting the costs of milling, beneficiation, refining
or other processes collectively called milling that is required to
produce saleable products, and actual freight or haulage charges from
the mine or milling facilities to the buyer or to any other type of
processing facilities or plants;
-2-
d. "Prior Royalty" means the 2% Net Milling Royalty granted to Werbes by
the Company pursuant to the Prior Agreement.
2. REPRESENTATIONS OF THE VENDOR
2.1 The Vendor represents and warrants to the Purchaser that:
a. it is an individual and governed under the laws of United States of
America with full power and absolute capacity to enter into this
Agreement;
b. the terms of this Agreement have been authorized by all necessary
corporate acts and deeds in order to give effect to the terms hereof;
c. the entry into this Agreement by the Vendor will not cause or
constitute a breach of any other agreement to which the previous
vendor may be bound, and will not constitute a violation of any order,
rule or regulation which has or may have an effect on the previous
Vendor; and
d. to the knowledge of the Company, there are no agreements other than
the Prior Agreement relating to the Claims, or to a portion of the
Mineral Claims.
e. property is named "Pure Flake Graphite" property and includes all
claims in Schedule A of this agreement.
f. Property is 100% owned by vendor and is being held in trust for the
vendor by a free miners licensed person.
2.2 The representations and warranties of the Vendor hereinbefore set out form a
part of this Agreement and are true as at the date hereof and shall be true as
of the Closing Date and are conditions upon which the Purchaser has relied in
entering into this Agreement.
3. ACKNOWLEDGEMENTS OF THE PURCHASER
3.1 The Purchaser acknowledges and agrees that:
a. the Claims are subject to the Prior Royalty; and
b. from and after the Effective Date, the Purchaser will assume, pay and
be responsible for all obligations, liabilities and claims of any
nature, accruing, arising out of, or relating to the Prior Royalty.
4. PURCHASE AND SALE OF CLAIMS
4.1 Subject to the terms and conditions of this Agreement, the Purchaser hereby
agrees to purchase from the Vendor, and the Vendor hereby agree to sell to the
Purchaser, a 100% interest (subject to the Prior Royalty) in and to the Claims
for and in consideration of the sum of 10,000,000 shares of Western Graphite
Inc, a publicly traded company in the United States under Symbol WSGP due and
payable within 14 days on execution of this agreement.
-3-
5. CLOSING DOCUMENTS
5.1 The Closing shall take place, in the City of Istanbul, in the Country of
Turkey, or at such other place as the parties may mutually agree upon.
5.2 At the closing the Vendor shall deliver to the Purchaser registerable Deeds
of Conveyance or transfers of mineral claims transferring a 100% right title and
interest in and to the Claims to the Purchaser or its designees free and clear
of all liens, charges, or encumbrances. Save and except for the reserved royalty
provided for herein. The purchaser has option to have the property held in trust
with same Free Miners license holder in purchasers benefit that the vendor used
previously as trustee.
6. DELIVERY OF LEGAL INFORMATION AND TECHNICAL DATA
6.1 The Vendor agrees to deliver to the Purchaser copies of all legal
information, reports, and technical data in his possession relating to the
Claims from time to time as requested by the Purchaser after execution of this
Agreement and, in the event Closing does not take place as provided for herein,
the Purchaser agrees to return such copies to the Vendor and agrees that it will
have to maintain the confidentiality of all information contained therein.
7. GENERAL
7.1 Nothing contained in this Agreement shall, except to the extent specifically
authorized hereunder, be deemed to constitute either party a partner, agent or
legal representative of the other party.
7.2 The parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect the provisions and intent of this
Agreement.
7.3 Time shall be of the essence of this Agreement.
7.4 The titles to the respective sections hereof shall not be deemed a part of
this Agreement but shall be regarded as having been used for convenience only.
7.5 This Agreement shall be interpreted in accordance with the laws of United
States of America.
7.6 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.
7.7 Each of the parties acknowledges having obtained independent legal advice
from his or its own solicitor with respect to this Agreement prior to its
execution and further acknowledges that he understands the terms, and his rights
and obligations under this Agreement.
7.8 This Agreement, including any and all Schedules attached hereto, constitutes
the entire agreement and supersedes all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless in a written
instrument executed by the party or parties sought to be bound.
7.9 This Agreement may be executed in any number of counterparts, each of which
when executed, shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
-4-
IN WITNESS WHEREOF this Agreement has been executed and delivered by the parties
each to the other as of the day and year first above written.
SEYIT KUCUK
/s/ Seyit Kucuk
------------------------------------
Per:
SIGNED, SEALED AND DELIVERED by )
SEYIT KUCUK in the presence of: )
)
)
) /s/ Michael Noble
------------------------------------ ) ------------------------------------
Witness ) Mr. Michael Noble. President, CEO
)
------------------------------------ )
Address )
)
------------------------------------ )
Postal Code )
SCHEDULE "A"
Tenure Number Type Claim Name Expiry Area (ha)
974109 Mineral G1 2013/Mar/29 522.26
974110 Mineral G2 2013/Mar/29 501.071
974111 Mineral G3 2013/Mar/29 522.336
974112 Mineral G4 2013/Mar/29 480.311
974129 Mineral G5 2013/Mar/29 438.156