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
January 26, 2012
Date of Report (Date
of earliest event reported)
ROYAL MINES AND MINERALS
CORP.
(Exact name of registrant as specified in its
charter)
| NEVADA | 000-52391 | 20-4178322 |
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
| incorporation) | Number) |
| Suite 112, 2580 Anthem Village Dr. | |
| Henderson, NV | 89052 |
| (Address of principal executive offices) | (Zip Code) |
(702) 588-5973
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))
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Consulting Agreement
On February 1, 2012, Royal Mines and Minerals Corp. (the “Company”) entered into a consulting agreement with Alvin A. Snaper for his consultation on the Company’s Cholla Project and assistance as directed from moving the project from the bench into a 1,000 lb per hour plant in Scottsdale and Phoenix. The consulting agreement is for a four-week period ending February 29, 2012 and Mr. Snaper will issue a report to the Company at the conclusion of the four-week term. In consideration of Mr. Snaper’s consulting services, the Company has agreed to pay an aggregate of $10,000 as follows:
| (a) |
$5,000 on execution of the consulting agreement; and |
|
| (b) |
$5,000 on 14 days after execution of the consulting agreement. |
A copy of the consulting agreement with Mr. Snaper is attached as an exhibit to this Current Report on Form 8-K.
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Clark County, NV Optioned Claims – Year 5 Share Issuances
On January 27, 2012, Royal Mines And Minerals Corp. (the "Company") issued an aggregate of 350,000 shares of its common stock (the “Option Shares”) pursuant to the provisions of Section 4(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). The Option Shares were issued to certain optionors pursuant to option agreements dated January 28, 2007 (the “Option Agreements”) to acquire a 7/8 th undivided interest in 20 mineral claims covering approximately 3,200 acres located in Clark County, Nevada (the “BLM Claims”). In accordance with the terms of the Option Agreements, the Company is required to issue the Option Shares to the optionors by the 5 th anniversary of the signing of the Option Agreements.
Foreign Private Placement
On January 30, 2012, the Company issued an aggregate of 2,742,789 Units (the "Units") at a price of $0.05 per Unit for aggregate proceeds of $137,139.45. Each Unit is comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of the Company's common stock at an exercise price of $0.10 per share for a two year period from the date of issuance. The issuances were completed pursuant to the provisions of Regulation S of the Securities Act. The Company did not engage in a distribution of this offering in the United States. Each of the subscribers represented that they were not “US persons” as defined in Regulation S of the Securities Act and that they were not acquiring the shares for the account or benefit of a US person.
Section 4(2) Private Placement
Also on January 30, 2012, the Company issued 9,000,000 Units for aggregate proceeds of $450,000. Each Unit is comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of the Company's common stock at an exercise price of $0.10 per share for a two year period from the date of issuance. The issuances were completed pursuant to the provisions of Section 4(2) of the Act. Each of the subscribers were directors or executive officers of the Company or were close personal friends, relatives or business associates of a director or executive officer of the Company.
Consultant Shares
Also on January 30, 2012, the Company issued 640,000 shares of its common stock to James Mack (the “Consultant”) as payment in lieu of cash for consulting services provided in the months of October 2011 through January 2012 in accordance with the terms of a consulting services agreement dated September 8, 2011 with the Consultant. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act and the Consultant has represented that he is an “accredited investor” as defined in Regulation D of the Securities Act.
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SECTION 7 – REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
On January 26, 2012, the Company cancelled warrants to purchase 18,000,000 shares of the Company’s common stock exercisable at $0.10 per share (the “Cancelled Warrants”) by agreement with the warrantholder, E-Ore Holdings LLC.
On January 27, 2012, the Company’s Board of Directors agreed to extend the exercise period for certain warrants issued in connection with the Company’s private placements completed in 2009 and 2010 as follows:
Extension of Warrant Expiry Dates – 2009 Foreign, US and Section 4(2) Private Placements
The Company issued warrants on February 24, 2009 entitling the holder to purchase one share of the Company’s common stock at a price of $0.10 US per share until February 23, 2012 summarized as follows:
| (a) |
10,776,840 warrants (the “2009 Foreign Warrants”) pursuant to an offering (the “2009 Foreign Offering”) completed pursuant the provisions of Regulation S of the Securities Act of 1933 (the “Securities Act”), of which 10,376,840 2009 Foreign Warrants are unexercised and outstanding; |
| (b) |
8,700,000 warrants (the “2009 US Warrants”) pursuant to an offering (the “2009 US Offering”) completed pursuant to the provisions of Rule 506 of Regulation D of the Securities Ac, of which 8,700,000 2009 US Warrants are unexercised and outstanding; |
| (c) |
3,400,000 warrants (the “2009 Section 4(2) Warrants”) pursuant to an offering (the “2009 Section 4(2) Offering”) completed pursuant to the provisions of Section 4(2) of the Securities Act, of which 3,400,000 2009 Section 4(2) Warrants are unexercised and outstanding; |
The expiration dates for the 2009 Foreign Warrants, the 2009 US Warrants and the 2009 Section 4(2) Warrants remaining outstanding were extended to February 23, 2013.
Extension of Warrant Expiry Dates – 2010 Foreign, US and Section 4(2) Private Placements
The Company issued warrants on January 31, 2010, entitling the holder to purchase one share of the Company’s common stock at a price of $0.10 US per share until January 30, 2012, summarized as follows:
| (a) |
3,855,500 warrants (the “2010 Foreign Warrants”) pursuant to an offering (the “2010 Foreign Offering”) completed pursuant the provisions of Regulation S of the Securities Act, of which 3,855,500 2010 Foreign Warrants are unexercised and outstanding; |
| (b) |
1,600,000 warrants (the “2010 US Warrants”) pursuant to an offering (the “2010 US Offering”) completed pursuant to the provisions of Rule 506 of Regulation D of the Securities Act, of which 1,600,000 2010 US Warrants are unexercised and outstanding; |
| (c) |
24,000,000 warrants (the “2010 Section 4(2) Warrants”) pursuant to an offering (the “2010 Section 4(2) Offering”) completed pursuant to the provisions of Section 4(2) of the Securities Act, of which 6,000,000 2010 Section 4(2) Warrants are unexercised and outstanding; |
The expiration dates for the 2010 Foreign Warrants, the 2010 US Warrants and the 2010 Section 4(2) Warrants remaining outstanding were extended to January 30, 2013.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit | |
| Number | Description of Exhibits |
| 10.1 |
Mineral Property Option Agreement dated January 28, 2007 between Eugene E. Phebus and Royal Mines Inc. (1) |
| 10.2 |
Mineral Property Option Agreement dated January 28, 2007 between Charles G. Moore and Royal Mines Inc. (1) |
| 10.3 |
Mineral Property Option Agreement dated January 10, 2007 between James E. Sharp and Royal Mines Inc. (1) |
| 10.4 |
Mineral Property Option Agreement dated January 28, 2007 between Ben Barnes and Royal Mines Inc. (1) |
| 10.5 |
Mineral Property Option Agreement dated January 28, 2007 between Walter Simmons II and Royal Mines Inc. (1) |
| 10.6 |
Mineral Property Option Agreement dated January 28, 2007 between Leo Corbet and Royal Mines Inc. (1) |
| 10.7 |
Mineral Property Option Agreement dated January 28, 2007 between William Tao and Royal Mines Inc. (1) |
| 10.8 |
Mineral Property Option Agreement dated January 28, 2007 between Dr. Wilbur J. Guay and Royal Mines Inc. (1) |
| 10.9 |
Mineral Property Option Agreement dated January 28, 2007 between Olivia Tearnan and Royal Mines Inc. (1) |
| 10.10 |
Mineral Property Option Agreement dated January 28, 2007 between Jim Mack and Royal Mines Inc. (1) |
| 10.11 |
Mineral Property Option Agreement dated January 28, 2007 between Ron Manarey and Royal Mines Inc. (1) |
| 10.12 |
Mineral Property Option Agreement dated January 28, 2007 between William Lintz and Royal Mines Inc. (1) |
| 10.13 |
Consulting Agreement dated for reference September 8, 2011 between the Company and James Mack. (2) |
| 10.14 |
Consulting Services Agreement dated February 1, 2012 between the Company and Alvin A. Snaper. |
| Notes: | |
| (1) |
Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed with the SEC on October 12, 2007. |
| (2) |
Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended July 31, 2011 filed with the SEC on September 14, 2011. |
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.
ROYAL MINES AND MINERALS CORP.
Date: February 1, 2012
| By: | /s/ Jason S. Mitchell | |
| JASON S. MITCHELL | ||
| Chief Financial Officer |
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CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is dated as of the 1st of February, 2012
BETWEEN:
ROYAL MINES AND MINERALS CORP. , a Nevada corporation, with an address at
2580 Anthem Village Drive, Suite 112, Henderson, NV 89052(hereinafter called the “Company”)
OF THE FIRST PART
AND:
ALVIN A. SNAPER, P.E. of
Neo-Dyne Research Inc.
1000 W. Bonanza Rd.
Las Vegas, NV 89106(hereinafter called the “Consultant”)
OF THE SECOND PART
WHEREAS:
A. The Company wishes to engage the Consultant to provide those services set out in Schedule A to this Agreement; and
B. The Consultant represents that he has the experience and expertise to provide the services set out in Schedule A to this Agreement, and wishes to provide those services to the Company on the terms and conditions set out in this Agreement,
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Services and Fees
In consideration for the fees to be paid to the Consultant as set out in Schedule A to this Agreement (the “Fees”), the Consultant agrees to provide the Company with those services set out in Schedule A to this Agreement (the “Services”), which services shall be provided at the request and at the direction of the Company.
2. Term
The term of this Agreement shall be for a four-week period commencing on the date first written above and ending on February 29, 2012 (the “Term”), unless further extended by the mutual agreement of the parties hereto.
3. Expenses
The Company shall, with respect to Services requested, reimburse the Consultant for all reasonable travelling and out-of-pocket expenses as may be incurred by the Consultant and any personnel employed by the Consultant while engaged in the performance of the Services (the “Reimbursable Expenses”). Notwithstanding the forgoing, the Consultant shall be required to obtain the written approval of the Company prior to incurring any Reimbursable Expenses which the Consultant reasonably expects will exceed more than $100.
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| 4. |
Qualifications of Consultant |
|
|
The Consultant represents and warrants to the Company that: |
||
| (a) |
The Consultant has the experience and expertise necessary to fulfill his duties and obligations as set out in this Agreement; |
|
| (b) |
The Consultant has all necessary licenses, permits, conditions and certifications necessary to provide the Services to the Company; and |
|
| (c) |
The Consultant is not aware of any matter that would prevent the Consultant from carrying out his duties and obligations as set out in this Agreement. |
|
| 5. |
Relationship |
|
The Consultant shall provide the Services in a good and workmanlike fashion, diligently, in good faith and without waste, interruption or delay except for causes beyond the reasonable control of the Consultant, and the Consultant shall at all times use his best efforts to advance the interests of the Company. At all times the Consultant shall be deemed to be an independent contractor and he shall not be deemed to be a representative, agent, or employee of the Company and the Consultant shall indemnify and save the Company harmless from and against any and all liability for any loss, damage, injury or death, including any expenses, costs and legal fees incurred in connection therewith, except liability as may arise out of the sole negligence of the Company. The Consultant agrees not to engage in any activities that would bring the Company’s reputation into disrepute.
6. Compliance with Statutes
The Consultant shall comply with all applicable federal, state and local laws, statutes and regulations and the lawful requirements and directions of any governmental or administrative authority having jurisdiction with respect to the Services, including, without limitation, the obtaining of all necessary permits and licences and agrees to indemnify the Company against all claims, loss, damages and expenses incurred by the Consultant's failure to make any necessary returns or payments or by any violation of any laws, statutes or regulations.
7. Confidentiality
The Consultant acknowledges and agrees that, during the term of this Agreement, the Company may be required from time to time to disclose to the Consultant certain confidential and proprietary information, data and processes relating to the Company’s business that is not publically known (collectively, the “Confidential Information”). The Consultant acknowledges and agrees that the Company’s Confidential Information is confidential and proprietary information and constitutes trade secrets. The Consultant agrees to ensure that the Company’s Confidential Information does not become public knowledge. The Consultant agrees not to use, disclose, divulge or make available to any person any Confidential Information of the Company except as may be necessary to carry out his obligations under this Agreement or as may be required by law. The Consultant agrees that any:
| (a) |
Assaying or other metallurgical testing results; |
|
| (b) |
Extraction, production or refining procedures, methodologies or flow charts; and |
|
| (c) |
Mill, plant or other facilities or systems designs, |
whether disclosed by the Company or resulting from the Consultant’s work under this Agreement, shall be the property of, and shall be Confidential Information of, the Company.
8. Assignment
This Agreement is a contract for services and may not be assigned in whole or in part by the Consultant.
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9. Notice
Any notice required or permitted to be given under this Agreement shall be in writing and may be delivered personally or by fax, or by prepaid registered post addressed to the parties at the above mentioned addresses or at such other address of which notice may be given by either of such parties. Any notice shall be deemed to have been received, if personally delivered or by fax, on the date of delivery, and, if mailed as aforesaid, then on the fifth business day after and excluding the day of mailing.
10. Governing Laws
This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the State of Nevada and the federal laws of the United States applicable therein (but without giving effect to any conflict of laws rules). The parties agree that the courts of the State of Nevada shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this agreement. Each party attorns to the jurisdiction of the courts of the State of Nevada.
11. Time
Time shall be of the essence of this Agreement and of every part of it and no extension or variation of this Agreement shall operate as a waiver of this provision.
12. Enurement
This Agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.
13. Counterparts
This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| ROYAL MINES AND MINERALS CORP. | ||
| by its authorized signatory: | ||
| /s/ K. Ian Matheson | ||
| K. Ian Matheson, President & CEO | ||
| Signed, sealed and delivered by | ||
| ALVIN A. SNAPER, P.E. | ||
| in the presence of: | ||
| /s/ Stewart Penington | /s/ Alvin A. Snaper | |
| Signature of Witness | ALVIN A. SNAPER, P.E. | |
| Stewart Penington | ||
| Name of Witness |
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SCHEDULE A
SERVICES AND FEES
1. Services to be Provided
The Consultant will consult on the Company’s Cholla Project and assist as directed from moving the project from the bench into a 1,000 lb per hour plant in Scottsdale and Phoenix.
The Consultant will issue a report to the Company at the conclusion of the 4-week term. Which the Company may publish as it sees fit.
2. Fees
The Company will pay to the Consultant an aggregate of $10,000 as follows:
| (a) |
$5,000 on execution of this Agreement; and |
|
| (b) |
$5,000 on 14 days after execution of this Agreement. |
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