BRAZIL MINERALS, INC. (OTCMKTS:BMIX) Files An 8-K Entry into a Material Definitive Agreement

BRAZIL MINERALS, INC. (OTCMKTS:BMIX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On 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 Assets.

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.


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Brazil Minerals, Inc. is engaged in the business of acquiring controlling positions or significant positions with roles in companies in Brazil in the minerals area or in industries related to minerals. The Company, through subsidiaries, outright or jointly owns approximately 11 mining concessions and over 15 other mineral rights in Brazil, for diamonds and gold. The Company, through subsidiaries, owns an alluvial diamond and gold processing and recovery plant, a sand processing and mortar plant, and several pieces of earth-moving capital equipment used for mining, as well as machines for sand processing and preparation of mortar. The Company has approximately 30 mineral rights. The Company owns Mineracao Duas Barras Ltda., RST Recursos Minerais Ltda., BMIX Participacoes Ltda. and Hercules Brasil Ltda.

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