Item 1.01
Entry into a Material Definitive Agreement.
On January 12, 2011 Alaska Pacific Energy Corp. (the “Company”) (OTCBB.ASKEE), announced that it had signed an Option Agreement between the Company and
Sundance Gold Ltd., (“SUN”)
to acquire an 80% legal and beneficial interest in certain primary mining and prospecting licenses (the “Property”) located in the Handeni area of the Republic of Tanzania.
Pursuant to the Option Agreement, the Option may be exercised, at the sole discretion of the Company, to acquire an undivided
100%
of SUN’s
80%
legal and beneficial interest in the Property, free and clear of all encumbrances for the full price and consideration of payment to SUN of the sum of
$3,150,000
(the “Payment”), the expenditure by the Company of a total of
$3,500,000
in exploration work on the Property (the “Work”) and the issuance to SUN of
30,000,000 common shares
of $0.001 par value in the capital stock of the Company as constituted as of January 11
th
, 2011 (the “Shares”). Upon the completion of the Payments, the payment of the Shares and the completion of the Work, the Company may exercise the Option by delivering to SUN written notice of the Company's intention to exercise the Option.
Payment
. The Payment shall be made to SUN as follows:
(a)
$75,000
upon the execution of this Agreement;
(b)
$75,000
as soon as possible after all regulatory filings have been completed and in any case no later than March 1, 2011
(c) A further payment of
$250,000
on or before 6 months after March 31, 2011;
(d) A further payment of
$500,000
on or before 12 months after March 31, 2011;
(e) A further payment of
$750,000
on or before 24 after March 31, 2011;
(f) A further payment of
$1,500,000
on or before 36 months after March 31, 2011;
Work
. The Work on the Property shall be carried out and paid for, to a minimum value, as follows:
(a) a work program of
$500,000
on or before the
first anniversary of this agreement;
(b) a further
$1,000,000
on or before the second anniversary of this agreement for development expenses
(c) a further
$2,000,000
on or before the third anniversary of this agreement for development expenses.
Any excess in the amount of Work required to be incurred by the end of a particular period may be carried forward and credited towards future cumulative aggregate Work requirements.
Shares
. The Shares shall be issued to SUN as follows:
(a)
10,000,000 Shares
on or before January 31
st
2011;
(b) A further
20,000,000 Shares
on or before February 14
th
2011
.