- Current report filing (8-K)
26 Januar 2009 - 4:13PM
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):
January 20, 2009
KAL
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
333-97201
|
98-0360062
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
World
Trade Center 14th Floor
Jl.
Jenderal Sudirman Kav. 29-31
Jakarta,
Indonesia
|
12920
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (62) 21 5211110
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act 17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
January 20, 2009, KAL Energy, Inc. and its subsidiary Thatcher Mining Pte. Ltd.
(the “Company”) entered into a Letter of Intent with Indo Mines Ltd. and Indo
Energy Pty Ltd. (“Indo”) for the purpose of establishing and operating a joint
venture to conduct phase II exploration on, and to develop and possibly put into
production, the Company’s “Graha” coal concession in East Kalimantan, Indonesia
(the “LOI”). To move from the LOI to a final joint venture, the
Company is required to fulfill certain diligence obligations to
Indo. If the diligence process is completed to Indo’s satisfaction,
the proposed joint venture envisions an allocation of costs and responsibilities
for the following (as more completely set forth in the attached
LOI):
·
|
completing
the exploration program on the Graha
concession;
|
·
|
completing
all permitting and land access activities, transportation studies,
environmental studies, mining studies, marketing, and economic feasibility
studies required to advance the project to a final investment decision;
and,
|
·
|
if
economic feasibility is established, and a positive “decision to mine” is
taken, undertaking the construction activities required to bring the
project into production.
|
The
respective working interests in the proposed joint venture will be:
In return for its 70 percent net
working interest in the project, Indo will pay 100 percent of the future costs
attributable to the exploration, feasibility, and development phases of the
Graha project, thus providing the Company with a free carry from the date of
this LOI until a “decision to mine” is made regarding the
project. Once a “decision to mine” is made, the Company and Indo will
each pay their working interest share of all capital and operating costs from
that point forward.
Further,
Indo will pay the Company the total sum of US$1,300,000 in accordance with the
following schedule:
·
|
US$100,000
during the due diligence period;
|
·
|
A
further US$100,000 upon completion of successful due diligence;
and
|
·
|
Following
execution of a Joint Venture Agreement, Indo shall also remit, in seven
equal monthly installments, the final sum of
US$1,100,000.
|
The LOI
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
|
|
Description
|
99.1
|
|
Letter
of Intent between Indo Mines Ltd. and Indo Energy Pty Ltd and KAL Energy,
Inc. and Thatcher Mining Pte. Ltd. dated January 20,
2009
|
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.
|
KAL
ENERGY, INC.
|
|
|
|
|
|
January
26, 2008
|
By:
|
/s/ William
Bloking
|
|
|
|
William
Bloking
|
|
|
|
President
|
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
99.1
|
|
Letter
of Intent between Indo Mines Ltd. and Indo Energy Pty Ltd and KAL Energy,
Inc. and Thatcher Mining Pte. Ltd. dated January 20,
2009.
|
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