Item
numbers to insert in file
Section 1 - Registrant's
Business and Operations
1.01 Entry into a
Material Definitive Agreement
On
Wednesday, October 21, 2009 Noble Consolidated Industries Corp (the “Company”)
entered into an Asset Purchase Agreement (the “Agreement”) with Costena
Resources, Inc. (“Costena”). Pursuant to the terms of the Agreement, the Company
transferred all of its rights and interest in those mineral rights comprised of
thirteen (13) contiguous mining leases covering approximately two hundred and
sixty (260) acres in Mohave County, Arizona approximately eleven (11) miles
north of the City of Kingman and commercially known as the C.O.D. Claim Block
and White Eagle Claim Block (the “Rights”) to Costena. In consideration for the
Rights, Costena delivered a convertible promissory note (“Note”) to the Company
in the principal amount of $2,500,000. The Note bears interest at the rate of
ten percent (10%) per annum through its one (1) year term. In the event that
Costena files a registration statement with the Securities and Exchange
Commission and is called for trading on an American stock exchange or otherwise
makes a market for its common shares, the Company shall have the right to
convert the whole or any part of the principal secured and/or interest due under
the Note into common shares of the Costena at a conversion price equivalent to a
twenty percent (20%) discount to the average closing price of the Costena’s
common shares as quoted on such stock exchange or trading facility through which
a market for the common shares may be made for the five (5) trading prior to the
Company’s notice of intention to convert as required under the
Note.
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.
Dated: October
23, 2009
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By: /s/ Thomas E. Barton
Chown
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General
Counsel
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