BKMM Bekem Metals Inc (CE)

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): November 3, 2009

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:

Item 1.01 Entry into Material Definitive Agreement

On November 3, 2009 Bekem Metals, Inc. (the “Company”) executed a Sale and Purchase Agreement, dated November 3, 2009, made between Bekem Metals, Inc., and Ertis Ferronickel Works LLP (the “Agreement”). Pursuant to the terms of the Agreement, Ertis Ferronickel Works LLP (“Ertis”) agrees to acquire 100% of the paid authorized capital of Kaznickel LLP, (“Kaznickel”) a wholly-owned subsidiary of the Company, in exchange for payment of 280,000 Kazakh tenge (approximately $1,882 U.S. dollars) and conditioned upon Ertis granting to Kaznickel financial aid in the amount of $5,000,000 U.S. dollars for the specific purpose of early partial repayment of the total indebtedness of Kaznickel to Bekem in the amount of $5,814,456 U.S. dollars. Pursuant to the terms of the Agreement, within three days of Closing, the Company shall assign to SAT & Company, an owner of Ertis, its rights and interest to the remaining Kaznickel indebtedness of $814,456 U.S. dollars.

Pursuant to the terms of the Memorandum of Understanding executed between the parties in February 2009, Ertis made an initial payment of $500,000 U.S. dollars. The balance ($4,500,000 U.S. dollars) shall be delivered to the Company at the Closing. The Closing shall occur within 20 business days of the execution of the Agreement.

Kaznickel LLP holds the concession to the Company’s Gornostai nickel and cobalt deposit in northeastern Kazakhstan. Following receipt of full payment the Company shall transfer the paid authorized capital of Kaznickel to Ertis. Upon transfer, the Company shall have no right, title or interest to Kaznickel or the Gornostai concession and Kaznickel shall cease to be a subsidiary of the Company.

Except as it relates to this transaction, there was no relationship between the Company and Ertis prior to the transaction. There is no relationship between Ertis and any of the Company’s officers, directors or affiliates or associates of any of them. The purchase price was determined by arms-length negotiation between the parties.

The description of the Agreement is only a summary of that agreement and is qualified in its entirety by reference to the terms of the Agreement, a copy of which is attached as an exhibit to this Current Report.

Item 2.01 Completion of Acquisition of Disposition of Assets

Item 9.01 Financial Statements and Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.