0001140361-11-032880.txt : 20110615 0001140361-11-032880.hdr.sgml : 20110615 20110614174349 ACCESSION NUMBER: 0001140361-11-032880 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110614 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Janus Resources, Inc. CENTRAL INDEX KEY: 0001016708 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 980170247 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30156 FILM NUMBER: 11911476 BUSINESS ADDRESS: STREET 1: 430 PARK AVE. STREET 2: SUITE 702 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-755-5815 MAIL ADDRESS: STREET 1: 430 PARK AVE. STREET 2: SUITE 702 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ENTHEOS TECHNOLOGIES INC DATE OF NAME CHANGE: 20001002 FORMER COMPANY: FORMER CONFORMED NAME: WHATSONLINE COM INC DATE OF NAME CHANGE: 19990722 FORMER COMPANY: FORMER CONFORMED NAME: FAR WEST RESOURCES INC DATE OF NAME CHANGE: 19980112 8-K 1 form8k.htm JANUS RESOURCES 8-K 6-14-2011 form8k.htm


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 14, 2011
Date of Report (Date of earliest event reported)

Janus Resources, Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-30156
(Commission File Number)

98-0170257
(I.R.S. Employer Identification No.)

430 Park Ave.
Suite 702
New York, New York 10022
(Address of principal executive offices)

(800) 755-5815
(Registrant’s telephone number, including area code)

Entheos Technologies, Inc.
888 3rd Street SW, Suite 1000, Calgary, Alberta, Canada
(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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 

SECTION 1. Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On June 14, 2011, Janus Resources, Inc. wholly-owned subsidiary Fostung Resources Ltd. (collectively, the “Company”) announced that it had completed the Purchase and Sale Agreement (the “Agreement”) entered into on May 7, 2011 with EMC Metals Corp., a corporation incorporated under the laws of British Columbia ("EMC")  for the purchase of EMS's interest in two leases, located in Foster Township, Sudbury, Ontario, Canada.

Pursuant to the terms of the May 7, 2011 Agreement, the Company purchased EMC’s interest in two leases covering a total of thirty mining claims covering approximately 485 hectares knows as the Fostung Property located in Foster Township, Sudbury Mining Division, Ontario, for $500,000 (Canadian) and payment of a Royalty, as further defined in the Agreement. Additionally, the Company agreed to assume EMC’s rights and obligations under three separate agreements previously entered into between EMC and certain third parties.

SECTION 2. Financial Information

None

SECTION 3. Securities and Trading Markets

None

SECTION 4. Matters Related to Accountants and Financial Statements

None

SECTION 5. Corporate Governance and Management

None

SECTION 6. [Reserved]

N/A.

SECTION 7. Regulation FD

Item 7.01 Regulation FD Disclosure

On June 14, 2011, the Company issued a news release announcing the purchase of the Fostung tungsten property, located in Foster Township, Sudbury, Ontario, Canada, from  EMC Metals Corp. A copy of the News Release is attached as Exhibit 99.1 to this Form 8-K.

Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes”, “plans”, “intend”, “scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.
 
 
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Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.

SECTION 8. Other Events

On June 14, 2011, the Company announced the purchase of the Fostung tungsten property, located in Foster Township, Sudbury, Ontario, Canada, from  EMC Metals Corp.. The sale price was $500,000 cash, for 100% of the property rights.

SECTION 9. Financial Statements and Exhibits

The following exhibits are furnished as part of this report:

99.1 Janus Resources, Inc. news release issued June 14, 2011 and disseminated through the facilities of a recognized newswire service.

Item 9.01 Financial Statements and Exhibits:

None

Item 9.02 Pro Forma Financial Statements and Exhibits:

None

Item 9.03 Shell company transactions:

None

Item 9.04 Exhibits:

99.1 Press Release of Janus Resources, Inc. dated June 14, 2011

 
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SIGNATURES

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 on June 14, 2011.

Dated: June 14, 2011
Janus Resources, Inc.
     
 
By:
/s/ Antonino Cacace
 
Name:
Antonino Cacace
 
Title:
President, Chief Executive Officer

 
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Exhibit Index

Exhibit No.
Description

Press Release of Janus Resources, Inc. dated June 14, 2011
 
 
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EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1
 
JANUS RESOURCES, INC.
430 Park Avenue, Suite 702
New York, New York 10022
OTCBB: JANI
June 14, 2011
NR 11-01

NEWS RELEASE

Janus Buys Fostung Tungsten Property from EMC Metals Corp.

New York, New York – June 14, 2011 – Janus Resources, Inc. (the “Company” or “JANI”) (OTCBB: JANI) is pleased to announce the purchase of the Fostung tungsten property, located in Foster Township, Sudbury, Ontario, Canada, from  EMC Metals Corp. (“EMC”) (TSX: EMC). The sale price was $500,000 cash, for 100% of the property rights.

The Fostung tungsten property was originally discovered and staked by local prospectors in 1966.  Union Carbide Corporation (“UCC”) optioned the claims in 1978 and pursued a large tonnage, lower grade skarn deposit with an exploration program that represents most of the money and work that has been expended throughout the property’s history.  Breakwater Resources Ltd. (“Breakwater”) of Toronto, Canada optioned the property from UCC in 1988, and subsequently sold the property to EMC Metals Corp. (Golden Predator Corp.), in 2007.   An independent National Instrument 43-101 technical report and resource estimate on the property was prepared in November of 2007 by SRK Consulting, of Lakewood, Colorado.  That initial resource report presented an inferred resource estimate of 12.4 million tonnes, grading 0.213% WO3, with a cut-off grade of 0.125%.  SRK based this estimate on data from a total of 43 diamond core drill holes and an aggregate of 9,185 metres of drill results.

The property was subject to a production bonus payable to Breakwater, which was renegotiated from a common share payment to a straight cash payment of $500,000, and which has been assumed by Janus.  A 1% Net Smelter Return royalty on the property, also payable to Breakwater, has also been assumed by Janus.

About Janus Resources, Inc.

Janus Resources, Inc. is a mineral exploration and development company focussed on the acquisition and development of advanced mineral properties.
 
About EMC Metals Corp.

EMC Metals Corp. holds the Nyngan Scandium property in a Joint Venture with Jervois Mining Limited of Melbourne, Australia.

EMC also holds the Springer Tungsten property in Nevada, USA, and the Carlin Vanadium property, near Carlin, Nevada.
 
 
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LEGAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities. This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although Janus Resources, Inc. (the “Company”) believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, adverse federal, state and local government environmental regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, price fluctuations, price increases for supplies, litigation and administrative proceedings involving the Company, the possible acquisition of new properties that result in operating losses or that do not perform as anticipated, unanticipated losses, the possible fluctuation and volatility of the Company's operating results, financial condition and stock price, losses incurred in litigating and settling cases, dilution in the Company's ownership of its business, adverse publicity and news coverage, inability to carry out exploration, development and commercialization plans, loss or retirement of key executives, inflationary factors, and other specific risks. There can be no assurance that further exploration of the Company’s properties will result in the discovery of commercial reserves. In addition, other factors that could cause actual results to differ materially are discussed in the Company's most recent Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. These reports and filings may be inspected and copied at the Public Reference Room maintained by the U.S. Securities & Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the U.S. Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities & Exchange Commission also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S.  Securities & Exchange Commission at http://www.sec.gov. The Company undertakes no obligation to publicly release the results of any revisions to these forward looking statements that may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

For additional information please contact:

Janus Resources Inc.
Investor relations:  800-755-5815

EMC Metals Corp.
Investor Relations: (604) 648-4653 or info@emcmetals.com
 
 
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