Current Report Filing (8-k)
July 02 2018 - 6:05AM
Edgar (US Regulatory)
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
June 13, 2018
Date of Report (Date of
earliest event reported)
ROYAL MINES AND MINERALS
CORP.
(Exact name of registrant as specified in its
charter)
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NEVADA
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000-52391
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20-4178322
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification No.)
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incorporation)
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Number)
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1080 Wigwam Pkwy.
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Henderson, NV
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89074
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(Address of principal executive offices)
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(Zip Code)
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(702) 888-4804
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 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
On June 13, 2018, Royal Mines and Minerals Corp. (the
"Company") issued an aggregate of 1,200,000 Units (the "Units") at a price of
$0.05 per Unit in separate concurrent private placement offerings (the
“Offerings”) for aggregate cash proceeds of $20,000. 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 for a two year period from
the date of issuance.
US Private Placement
The Company issued 400,000 Units for cash proceeds of $20,000.
The issuance was completed pursuant to the provisions of Rule 506 of Regulation
D of the United States Securities Act of 1933, as amended (the “Act”). The
subscribers represented that they were accredited investors as defined under
Regulation D of the Act.
Foreign Private Placement
The Company issued 800,000 Units for cash proceeds of $40,000.
The issuances were completed pursuant to the provisions of Regulation S of the
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 Act and that they were not acquiring the shares
for the account or benefit of a US person.
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: June 26, 2018
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By:
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/s/ Jason S. Mitchell
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JASON S. MITCHELL
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Chief Financial Officer
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2
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