RED METAL RESOURCES, LTD. (Form: 8-K, Received: 02/14/2013 06:12:21)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

RED METAL RESOURCES LTD.

(Exact name of registrant as specified in its charter)

NEVADA	000-52055	20-2138504
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

195 Park Avenue Thunder Bay Ontario, Canada		P7B 1B9
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code

(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

In Santiago de Chile, on February 11, 2013, Minera Polymet Limitada (“Vendor”)., a Chilean subsidiary of Red Metal Resources Ltd., entered into a Memorandum of Understanding (“MOU”) with, Geoactiva Spa, “Geoactiva”.

The MOU will serve to confirm Geoactiva’s intention to acquire 100% of the mining concessions group named “Perth” through the execution of a mining option purchase agreement (the “Option Agreement”), and declaring the Vendor’s interest in granting such option and subsequently transferring the mining concessions. For a detailed list of the concessions please refer to the MOU filed as an attachment to this form 8-K.

1. Option price. In order to maintain the option to purchase valid and finally to acquire the Perth, Geoactiva shall pay the Vendor the total amount of $1,000,000 USD in the following instalments:

	Payment of Price US$
Upon execution of Option Agreement (“Execution date”)	37,500
6 months after Execution date	37,500
12 months after Execution date	50,000
18 months after Execution date	50,000
24 months after Execution date	100,000
30 months after Execution date	100,000
36 months after Execution date	125,000
42 months after Execution date	250,000
48 months after Execution date	250,000
Total	1,000,000

All of the above payments shall be made only if Geoactiva wishes to keep the Option Agreement in force and finally to exercise the option to purchase.

Upon exercise of the Option Agreement and once the commercial production begins, Geoactiva will pay the Vendor an NSR of 1.5% from the sale of gold, copper, and cobalt extracted from the Perth property. At any time after the exercise of the Option Agreement and fulfilling the investment commitment of $3,500,000 in exploration expenditure, Geoactiva may purchase 100% NSR as follows:

Gold : paying US $5 per inferred ounce of gold, according to the definition of Inferred Mineral Resource in the CIM Definition Standards on Mineral Resources and Mineral Reserves

Copper : US $0.005 per inferred ounce of copper, according to the definition of Inferred Mineral Resource in the CIM Definition Standards on Mineral Resources and Mineral Reserves

Cobalt : If Geoactiva acquires the NSR with respect to gold, copper, or both, the NSR relating to cobalt will be terminated

Upon execution of the Option Agreement, Geoactiva shall incur the exploration expenditures, described in Exhibit C of the attached MOU, as follows:

Date	US$
Within 12 months from execution date	500,000
12-24 months from execution date	1,000,000
24-36 months from execution date	1,000,000
36-48 months from execution date	1,000,000
Total	3,500,000

If Geoactiva fails to incur the required exploration expenditures during a specific period it may fulfill its obligations by paying outstanding amount in cash to the Vendor.

2. Due diligence . Geoactiva shall have 60 days (“Due Diligence Period”) from February 11, 2013 to conduct the legal, technical, and other background review of the Perth. At any time during the Due Diligence Period, Geoactiva may communicate in writing of it decision to execute the Option Agreement. During the Due Diligence period and until the execution of the Option Agreement, the Vendor shall provide exclusivity rights to Geoactiva and refrain from any negotiations with third parties.

3. Failure to make payments . If Geoactiva fails to make any payment within the terms indicated for this purpose in the Option Agreement it will be deemed that Geoactiva will not pursue to carry on with the Option Agreement and abandons its interest in the Perth.

The foregoing descriptions of the MOU do not purport to be complete and are qualified in their entirety by reference to the complete text of the MOU attached as Exhibit 10.1. A copy of the Company’s news release is also attached as Exhibit 99.1

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number		Description of Exhibit

10.1		Memorandum (Minutes) of Understanding between Geoactiva Spa and Minera Polymet Limitada

99.1		News Release dated February 14, 2013

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.

	RED METAL RESOURCES LTD.

Date: February 14, 2013	By:	/s/ Caitlin Jeffs

	Name: Caitlin Jeffs
	Title: Chief Executive Officer and President

Red Metal Resources Announces Agreement to Option Perth Property for USD$1 Million

THUNDER BAY, ON and VALLENAR , CHILE, February 14, 2013 – Red Metal Resources Ltd. (OTCQB:RMES), a mineral exploration company with copper-gold assets in Chile, is pleased to announce that its Chilean subsidiary, Minera Polymet Limitada, (“Polymet”) has signed a memorandum of understanding with Chilean based Geoactiva SPA (Geoactiva) whereby Geoactiva intends to acquire the option to earn 100% interest in the Perth property. To earn 100%, Geoactiva will be required to make payments totaling US$1,000,000 and incur a total of US$3,500,000 in exploration expenditures over a period of four years.

Polymet will retain a 1.5% net smelter royalty for all copper, gold and cobalt exploited on the property derived from the minerals extracted as a result of the exploitation of the property. Geoactiva may acquire 100% of the NSR once the option agreement is completed by paying in one installment US$5.00 per inferred ounce of gold and US$0.005 per inferred pound of copper in a resource estimate compliant with CIM standards on Mineral Resources and Mineral Reserves and completed by an independent third party agreed upon by Polymet and Geoactiva.

Geoactiva is a part of Mineria Activa, a private equity group focused on mining in Chile. The Mineria Activa group manages projects from exploration to production stage using their in-house team of geologists and mining engineers.

Caitlin Jeffs, P.Geo., President & CEO of Red Metal stated, “This timely agreement with Geoactiva meets our objectives of bringing in necessary cash flow in a tough climate for juniors. The fact that Perth will be acquired by a mining group affirms our belief in the value and production potential of other projects that we have assembled in Chile.”

Caitlin Jeffs, P. Geo., President & CEO of Red Metal, the project’s Qualified Person as defined in NI 43-101, has reviewed and approved the contents of this news release.

About Red Metal Resources Ltd.

Red Metal Resources is a mineral exploration company focused on aggressive growth through acquiring, exploring and developing copper-gold assets in Chile. Our projects are located in the prolific Candelaria iron oxide copper-gold (IOCG) belt of Chile’s coastal Cordillera, host to Freeport-McMoRan’s Candelaria Mine and Anglo American’s Mantoverde Mine. Red Metal is a fully reporting US public company quoted on the OTCQB under the symbol RMES. For more information, visit www.redmetalresources.com .

Except for the statements of historical fact, the information contained herein is of a forward-looking nature. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievement of the company to be materially different from any future results, performance or achievements expressed or implied by statements containing forward-looking information. Accordingly, you should not place undue reliance on statements containing forward looking information. The U.S. Securities and Exchange Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We may use certain terms in our press releases, such as "measured," "indicated," and "inferred" resources, which the SEC guidelines generally prohibit companies from including in their filings with the SEC. Investors are urged to consider closely the disclosure in our Form 10-K, which may be obtained from us, or from the SEC website.

Contact:

Red Metal Resources Ltd.

Caitlin Jeffs, P.Geo, CEO

807.345.7384

caitlin.jeffs@redmetalresources.com