8-K: Current report
Published on January 30, 2006
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 30, 2006 (January 10,
2006)
NOVASTAR
RESOURCES LTD.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
000-28535
|
91-1975651
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
1
E. Liberty Street, Suite 6000, Reno, Nevada
89501
|
|
(Address
of Principal Executive
Offices)
|
|
(775)
686-6182
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|
(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):
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
8.01. Other Events.
Letter
of Intent with Thorium Power
On
January 10, 2006, Novastar Resources Ltd. (the “Company”) and Thorium Power,
Inc. (“Thorium Power,” together with the Company, the “Parties”) entered into a
non-binding letter of intent (“Letter of Intent”) for a business combination
between the Company and Thorium Power (the “Transaction”).
As
outlined in the Letter of Intent, the Transaction will be structured as a
tax-free reverse triangular merger pursuant to which a newly formed subsidiary
of the Company will be merged with and into Thorium Power, with Thorium Power
as
the surviving entity. In connection with the Transaction, stockholders of
Thorium Power expect to receive securities of the Company that will be equal
to
approximately 55% of the issued and outstanding common stock of the Company
at
the closing of the Transaction on a fully diluted basis.
The
Letter of Intent also contemplates a financing whereby the Company will seek
to
raise at least $2,750,000, at least $1,000,000 of which will be invested in
Thorium Power common stock at a price of $4.00 per share.
Definitive
Agreements for the Transaction are expected to be signed in the first calendar
quarter of 2006. When the definitive agreements are signed, it is anticipated
that Seth Grae, the President and CEO of Thorium Power, will be appointed as
the
CEO of the Company. The Letter of Intent is non-binding and there are no
assurances that a closing will occur.
The
Letter of Intent and the press release are filed as exhibits to this Current
Report on Form 8-K.
Consulting
Agreement
On
January 17, 2006, the Company entered into a consulting agreement with Alan
Gelband pursuant to which the Company will issue 2,363,000 free-trading
shares of the Company’s common stock (the “Shares”) to Alan Gelband in
consideration for his financial services in connection with the contemplated
Transaction with Thorium Power. The Shares will be issued under the Company’s
2005 Augmented Compensation Plan for Outside Consultants and will be covered
under a registration statement on Form S-8 filed by the Company on August 19,
2005. This consulting agreement has a term of six (6) months.
Item
9.01 Financial Statements and Exhibits.
| (c) |
Exhibits
|
| Exhibit |
Description
|
No.
| 99.1 |
Letter
of Intent
|
| 99.2 |
Press
Release
|
| 99.3 |
Consulting
Agreement
|
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,
in the
City of Reno, Nevada on January 30, 2006.
| NOVASTAR RESOURCES LTD. | ||
| |
|
|
| By: | /s/ Charles Merchant | |
|
Charles Merchant |
||
| Chief Operating Officer | ||
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
of Exhibit
|
|
99.1
|
Letter
of Intent
|
|
99.2
|
Press
Release
|
|
99.3
|
Consulting
Agreement
|