Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event
reported): December 31, 2020
BRAZIL MINERALS, INC.
(Exact name of registrant as specified in its charter)
(State or Other
Jurisdiction of Incorporation)
Rua Vereador João Alves Praes nº 95-A
Olhos D’Água, MG 39398-000, Brazil
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2.
||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)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Regarding Forward-Looking Statements
Our disclosure and analysis in this Current Report on Form 8-K for
Brazil Minerals, Inc. (the “Company”) contains some forward-looking
statements. Statements that are predictive in nature, that depend
upon or refer to future events or conditions or that include words
such as "expects," "anticipates," "intends," "plans," "believes,"
"estimates" and similar expressions are forward-looking statements.
Although we believe that these statements are based upon reasonable
assumptions, they are subject to several risks and
Investors are cautioned that our forward-looking statements are not
guarantees of future performance and the actual results or
developments may differ materially from the expectations expressed
in the forward-looking statements.
As for the forward-looking statements that relate to future
financial results and other projections, actual results will be
different due to the inherent uncertainty of estimates, forecasts
and projections and may be better or worse than projected. Given
these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also
represent our estimates and assumptions only as of the date that
they were made. We expressly disclaim a duty to provide updates to
these forward-looking statements, and the estimates and assumptions
associated with them, after the date of this filing to reflect
events or changes in circumstances or changes in expectations or
the occurrence of anticipated events.
You are advised to consult any additional disclosures we make in
our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
Other factors besides those discussed in this Current Report could
also adversely affect us.
Item 1.01. Entry into a Material Definitive Agreement.
December 31, 2020, the Board of Directors of the Company approved
an amendment and restatement of the employment agreement between
the Company and Marc Fogassa, its chief executive officer. The
material changes in the agreement are as follows. Under the prior
agreement, Mr. Fogassa had the right to receive an annual cash
salary of $250,000 per annum. Under the amended and restated
agreement, Mr. Fogassa will not receive any cash as salary.
Instead, he will be granted each month ten-year non-qualified stock
options to purchase up to 25 million shares of common stock of the
Company at an exercise price equal to $0.00001 per share, such
price and shares being subject to customary adjustments for any
dividends, etc. If and when such options are exercised, the stock
to be received will be restricted by the provisions of Rule 144,
which currently limits any sales of affiliates with respect to the
Company to 1% of the total outstanding shares per every 90-day
period. In addition, the amended and restated agreement contains a
provision which states that, if there is growth of the Company’s
shareholder equity or book value above a high-water mark,
calculated one time per year, then and only then Mr. Fogassa will
receive a performance bonus payable half in cash and half in common
stock of the Company.
Item 2.01 Completion of Acquisition or Disposition of
On December 31, 2020, the Board of Directors of the Brazil Diamond
& Gold Corporation (“BDG”) ratified an agreement between BDG
and Apollo Resources Corporation (“ARC”) which included the
issuance by ARC to BDG of 700,000 common shares of ARC (the “ARC
Shares”), par value $0.001 per share, in exchange for the transfer
to ARC of 99.99% of the equity interest in a Brazilian company
which owns certain exploration rights for iron. The Company is the
controlling shareholder of BDG, and therefore by virtue of such
transaction may be deemed to be the indirect beneficial owner of
the ARC Shares and the controlling person of ARC, and as such ARC
will be consolidated in the financial statements of the Company.
The last price per share of the ARC common stock in a private
transaction between ARC and third-party unrelated accredited
investors is $4.00 per share.
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
|Dated: January 7, 2021
|| /s/ Marc Fogassa
Name: Marc Fogassa
Title: Chief Executive Officer
Brazil Minerals (QB) (USOTC:BMIX)
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