RED METAL RESOURCES LTD. (OTCMKTS:RMES) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 30, 2020, Red Metal Resources Ltd. (“Red Metal” or the “Company”) entered into debt settlement agreement (the “Agreement”) with Ms. Caitlin Jeffs, the Company’s CEO, President, and a Director, whereby the Company agreed to convert USD$167,103.91 the Company owed to Ms. Jeffs under convertible notes payable the Company issued to Ms. Jeffs into 3,713,420 shares of the Company’s common stock (the “Shares”) at a deemed price of $0.045 per Share.
The Shares were issued to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) relying on Ms. Jeffs’ representations that she was not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S promulgated under the Act, as amended, and that she was not in the United States at the time the Shares were issued.
The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As more fully described under Item 1.01 of this Form 8-K, on January 30, 2020, to the debt settlement agreements with Ms. Jeffs, the Company issued to Ms. Jeffs a total of 3,713,420 shares of the Company’s common stock. The shares were issued to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”). Ms. Jeffs representations that she was not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S promulgated under the Act, as amended, and that she was not in the United States at the time the Shares were issued.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
RED METAL RESOURCES, LTD. Exhibit
EX-10.1 2 rmes_ex101.htm DEBT SETTLEMENT AGREEMENT BETWEEN CAITLIN JEFFS AND RED METAL RESOURCES LTD. DATED JANUARY 30,…
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About RED METAL RESOURCES LTD. (OTCMKTS:RMES)
Red Metal Resources Ltd. is an exploration-stage company. The Company is engaged in the business of acquiring and exploring mineral claims. The Company’s claims are located in the III Region of Atacama, Chile. The Company’s properties include the Farellon and Perth. The Farellon property consists of approximately eight mensura mining claims in the Carrizal Alto mining district southwest of the Carrizal Alto mine. The Farellon Alto 1-8 (the Farellon Claim) mineral claim covers approximately 70 hectares and is located in Province of Huasco, Commune of Huasco, III Region of Atacama, Chile. The Quina Claim covers over 250 hectares and is contiguous to the Farellon Property. The Company has also entered in an agreement to acquire Exeter 1-54 claim. The Perth property is adjacent to the west side of the Carrizal Alto mine. The Perth property overlies the contact between Paleozoic metamorphic sediments and a Cretaceous tonalitic batholith.
