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): July 23, 2009
THORIUM POWER,
LTD.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1600
Tyson’s Boulevard, Suite 550, McLean, VA 22102
(Address
of Principal Executive Offices)
571.730.1200
(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):
¨ 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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On July
23, 2009, Thorium Power, Ltd. (the “Company”) entered into an Initial
Collaborative Agreement (the “Agreement”) with Areva (“Areva”). Pursuant to the
Agreement, the Company will conduct the first phase of an investigation of
specific topics of thorium fuel cycles in Areva’s light water reactors (“LWRs”).
This first phase will focus on providing initial general results relating to
evolutionary approaches to the use of thorium in Areva’s LWRs, specifically
within Areva’s Evolutionary Power Reactor (EPR). Anticipated phase 2 and further
phases of the collaboration, including a detailed study of evolutionary and
longer-term thorium fuel concepts, will be conducted in accordance with
additional collaborative agreements.
The
Agreement is binding upon the parties and will be in effect until the scope of
work detailed in Addendum 1 to the Agreement is completed. The Company will
submit monthly invoices to Areva for fees and expenses incurred in the
performance of the Agreement. Areva is obligated to pay the Company a total of
$550,000 for services provided in phase 1, assuming no early termination and
assuming completion of the original scope of work. Areva will also reimburse the
Company for any reasonable out of pocket expenses properly incurred by the
Company and directly attributable to the provision of the services outlined in
the Agreement.
Phase 1
and phase 2 of the collaboration between Thorium Power and Areva are being
conducted with the intention of future collaborative agreements between the two
parties in order to develop and set up new products and technologies related to
thorium fuel concepts. Areva’s use of Thorium Power’s intellectual property for
commercial purposes or any purpose other than as specified in the Agreement
would be separately negotiated on a royalty basis.
Pursuant
to the Agreement, each party shall retain ownership in its existing (i.e., developed prior to
entering into the Agreement) intellectual property. The parties have also agreed
that Areva will retain full ownership of any work product resulting from the
services performed by Thorium Power under the Agreement that relate to Areva’s
LWRs and Thorium Power will retain full ownership of any work product resulting
from the services performed by it under the Agreement that relate to reactors
other than Areva’s LWRs, including, but not limited to Russian VVER-type
reactors.
The
foregoing description does not purport to be a complete statement of the
parties’ rights and obligations under the Agreement, or the transactions
contemplated thereby or a complete explanation of the material terms thereof.
The foregoing description is qualified in its entirety by reference to the
Agreement, attached hereto as Exhibit 10.1.
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Item
9.01.
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Financial
Statements and Exhibits
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(d) Exhibits
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Exhibit
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No.
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Description
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10.1
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Initial
Collaborative Agreement between Thorium Power, Ltd. and Areva, dated July
23, 2009.
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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.
THORIUM
POWER, LTD.
Date:
July 23, 2009
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By:
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/s/ Seth Grae
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Seth
Grae
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
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10.1
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Initial
Collaborative Agreement between Thorium Power, Ltd. and Areva, dated July
23, 2009.
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