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


July 28, 2015

Date of Report (Date of earliest event reported)


TRITON EMISSION SOLUTIONS INC.

(Exact name of registrant as specified in its charter)



DELAWARE

000-33309

33-0953557

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

  

  

151 San Francisco St., Suite 201

San Juan, Puerto Rico

  

00901

(Address of principal executive offices)

  

(Zip Code)


1 (800) 648-4287

Registrant's telephone number, including area code


NOT APPLICABLE

(Former name or former address, if changed since last report)


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:

____

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))

 









ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On July 28, 2015, Triton Emission Solutions Inc. (the “Company”) entered into a loan agreement (the “Loan”)  with Paer Tomas Rasmus Norling, its President and Chief Technical Officer (the “Lender”), whereby the Lender agreed to lend to the Company $200,000 in exchange for an unsecured Promissory Note.


The principle amount accumulates interest at 6% per annum compounded monthly and is due on demand and not earlier than 90 days following execution of the Loan.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS


(d)  Exhibits


Exhibit

Description

10.1

Loan agreement and Promissory Note between Triton Emission Solutions Inc. and Paer Tomas Rasmus Norling, dated July 28, 2015.






























2



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.

 

 

TRITON EMISSION SOLUTIONS INC.

 

 

 Date:   August 3, 2015

By:   /s/ Anders Aasen

 

 

 

Name: Anders Aasen

 

Title:   Chief Executive Officer































3



LOAN AGREEMENT

July 28, 2015


Paer Tomas Rasmus Norling  (the “Lender”) with an address at 2067 Calle Espana Apt. 2 San Juan, Puerto Rico 00911, advanced USD$200,000 (the “Principal Sum”) to Triton Emission Solutions Inc. (the “Borrower”) with the registered address at 151 San Francisco St, Suite 201, San Juan, PR 00901. As part of the Principle Sum the Lender agreed to pay Borrower’s outstanding debt with Lemag Lehmann & Michels Gmb represented by invoice #29761 in the amount of USD$49,133.14 (EURO 42,569.00). The lender paid the said invoice on July 15, 2015, of which confirmation is attached as an Exhibit “A” to this Loan Agreement.


The Principal Sum is to accumulate interest at the rate of 6% per year compounded monthly (the “Interest”) from July 28, 2015.  In addition, The Borrower acknowledges that it will be obligated to repay any costs that the Lender may incur in trying to collect the Principal Sum and the Interest.


The Lender acknowledges that the Principal Sum together with accrued interest is to be repaid not earlier than 90 days following the execution of the Loan Agreement.


The Borrower will evidence the debt and the repayment of the Principal Sum and the Interest with a promissory note in the attached form.


LENDER

BORROWER

Paer Tomas Rasmus Norling  

Triton Emission Solutions Inc.

 

 

 

Per:

 

 

/s/ Rasmus Norling

/s/ Anders Aasen

Paer Tomas Rasmus Norling  

Anders Aasen






















PROMISSORY NOTE


Principal Amount:   USD$200,000

July 28, 2015



FOR VALUE RECEIVED Triton Emission Solutions Inc., (the “Borrower”) of 151 San Francisco St, Suite 201, San Juan, PR 00901 promises to pay not earlier than 90 days following execution of this Promissory Note to the order of Paer Tomas Rasmus Norling (the “Lender”) of 2067 Calle Espana Apt. 2 San Juan, Puerto Rico 00911, the sum of USD$200,000 (the “Principal Sum”) together with the accumulated Interest.


For the purposes of this promissory note, Interest Rate means six (6) per cent per year.  Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.17% per annum calculated monthly), and is payable together with the Principal Sum not earlier than 90 days following execution of this Promissory Note.



The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


BORROWER

Triton Emission Solutions Inc.


Per:


/s/ Anders Aasen

Anders Aasen

























Exhibit A

TO LOAN AGREEMEBER AND PROMISSORY NOTE

BETWEEN PAER TOMAS RASMUS NORLING AND

TRITON EMISSION SOLUTIONS INC.

DATED EFFECTIVE AS OF JULY 28, 2015

(See Attached)









































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