[b]$LBTG Partnered with HUGE MINING COMPANY > > COLT RESOURCES INC. http://www.coltresources.com pps $0.27 PPS with $38,000,000 in Assets/$2,000,000 in Cash & AMS DEVELOPMENT LCC [/b]
[b]Huge 8-K Provided [/b]
Liberty Coal Energy Corp. - Recent Material Event
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 24, 2012, Liberty Coal Energy Corp.(Company) consummated a Purchase
Agreement with AMS Development LLC, and Colt Resources, Inc. The parties agreed
that the Company would Purchase the Owsley Property in exchange for $3,890,000
payable through a combination of cash/promissory note (3,450,000) and Buyer
common shares($440,000). The Company has not been able to close the purchase to
date and continues to make its minimum Lease payments pursuant to its prior
agreement with the selling parties until such time it can make the initial down
payment of $500,000.
See Exhibit 10.1 for the Owsley Purchase Agreement.
On September 17, 2012 the Company consummated a Memorandum of Terms, Unit
Subscription Agreement, and an Account Management Agreement with ten accredited
investors. The Company issued 237,732,600 common shares for $9,196,500 and
250,095,421 Warrants with an average price of $0.11.
See Exhibits 10.2, 10.3 and 10.4 respectively
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On October 4, 2012, the Board of Directors of the Liberty Coal Energy Corp.
awarded the 2012 Executive Compensation Plan to its Officers and Directors
pursuant to the 2012 Executive Compensation Plan dated September 17, 2012. The
complete text of the Plan, is incorporated herein by reference. The Board of
Directors will be responsible for the administration of this Plan, and will
grant awards under this Plan.
See Exhibits 10.5 and 99.1 for the Executive Compensation Plan for Mr. Morrow
and Mr. Malasek, pursuant to which the Company granted shares under the Plan.
The foregoing summary of the Liberty Coal Energy Corp. 2012 Executive
Compensation Plan, and the terms of the awards made pursuant to its terms, do
not purport to be complete, and are qualified in their entirety by reference to
the complete text of the documents.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are being filed herewith:
10.1 Purchase Agreement between the Company, AMS Development LLC, and Colt
Resources, Inc.
10.2 Memorandum of Terms between the Company and 10 investors
10.3 Unit Subscription Agreement between the Company and 10 investors
10.4 Account Management Agreement between the Company, 10 investors and Elco
Securities, Ltd.
10.5 Liberty Coal Energy Corp. 2012 Executive Compensation Plan
99.1 Board of Directors Resolution of the Company relating to Stock Compensation
Agreement.
3
SIGNATURE
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.
LIBERTY COAL ENERGY CORP.
Date: October 10, 2012 By: /s/ Robert T. Malasek
---------------------------------------------
Chief Financial Officer, Secretary & Director
[b]Huge 8-K Provided [/b]
Liberty Coal Energy Corp. - Recent Material Event
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 24, 2012, Liberty Coal Energy Corp.(Company) consummated a Purchase
Agreement with AMS Development LLC, and Colt Resources, Inc. The parties agreed
that the Company would Purchase the Owsley Property in exchange for $3,890,000
payable through a combination of cash/promissory note (3,450,000) and Buyer
common shares($440,000). The Company has not been able to close the purchase to
date and continues to make its minimum Lease payments pursuant to its prior
agreement with the selling parties until such time it can make the initial down
payment of $500,000.
See Exhibit 10.1 for the Owsley Purchase Agreement.
On September 17, 2012 the Company consummated a Memorandum of Terms, Unit
Subscription Agreement, and an Account Management Agreement with ten accredited
investors. The Company issued 237,732,600 common shares for $9,196,500 and
250,095,421 Warrants with an average price of $0.11.
See Exhibits 10.2, 10.3 and 10.4 respectively
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On October 4, 2012, the Board of Directors of the Liberty Coal Energy Corp.
awarded the 2012 Executive Compensation Plan to its Officers and Directors
pursuant to the 2012 Executive Compensation Plan dated September 17, 2012. The
complete text of the Plan, is incorporated herein by reference. The Board of
Directors will be responsible for the administration of this Plan, and will
grant awards under this Plan.
See Exhibits 10.5 and 99.1 for the Executive Compensation Plan for Mr. Morrow
and Mr. Malasek, pursuant to which the Company granted shares under the Plan.
The foregoing summary of the Liberty Coal Energy Corp. 2012 Executive
Compensation Plan, and the terms of the awards made pursuant to its terms, do
not purport to be complete, and are qualified in their entirety by reference to
the complete text of the documents.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are being filed herewith:
10.1 Purchase Agreement between the Company, AMS Development LLC, and Colt
Resources, Inc.
10.2 Memorandum of Terms between the Company and 10 investors
10.3 Unit Subscription Agreement between the Company and 10 investors
10.4 Account Management Agreement between the Company, 10 investors and Elco
Securities, Ltd.
10.5 Liberty Coal Energy Corp. 2012 Executive Compensation Plan
99.1 Board of Directors Resolution of the Company relating to Stock Compensation
Agreement.
3
SIGNATURE
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.
LIBERTY COAL ENERGY CORP.
Date: October 10, 2012 By: /s/ Robert T. Malasek
---------------------------------------------
Chief Financial Officer, Secretary & Director
