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
Date of Report (Date of earliest event reported): November 5, 2012 (October 29, 2012)
Mabwe Minerals Inc.
(Exact name of registrant as specified in its charter)
| Wyoming | 0-53585 | 36-4739442 | ||
| (State or other jurisdiction | (Commission | (IRS Employer Identification No.) | ||
| of incorporation) | File Number) | |||
|
41 Howe Lane Freehold, NJ |
07728 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (732) 252-5146
(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):
| ¨ | 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)240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 29, 2012, the registrant, Mabwe Minerals Inc. ("Mabwe Minerals"), through its affiliate, Mabwe Corporation (Pvt) Ltd. ("Mabwe Corp."), a Zimbabwean corporation, entered into an agreement for the exchange of 5,000,000 restricted shares of Mabwe Minerals common stock in exchange for ownership of 25% of the issued and outstanding shares of WGB Kinsey & Company ("Kinsey"), a Zimbabwean corporation, to be held by Mabwe Corp. Mabwe Minerals will issue additional shares of its common stock to Kinsey in the event that the market value of the 5,000,000 Mabwe Minerals shares of common stock are valued at less than $1.00 per share on December 31, 2013. The total number of Mabwe Minerals shares of common stock issued to Kinsey must equal $5,000,000 on December 31, 2013. Kinsey is a mining and construction company in Zimbabwe.
Mabwe Minerals issued a press release to announce the completion of the acquisition. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The Company issued 5,000,000 shares of its common stock as consideration for the acquisition of a 25% ownership interest in Kinsey through its subsidiary, Mabwe Corp. The description of the issuance of these securities set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Exhibits and Financial Statements
(a) Financial statements of businesses acquired.
The financial statements of Kinsey required by Rule 3-05 of Regulation S-X and paragraph (a) of Item 9.01 of this Current Report on Form 8-K will be filed by Mabwe Minerals by an amendment to this Current Report on Form 8-K within 71 calendar days of the date that this Current Report on Form 8-K is initially filed with the SEC.
(b) Pro forma financial information.
The pro forma financial statements of Mabwe Minerals required by Item 2.01 and paragraph (b) of Item 9.01 of this Current Report on Form 8-K will be filed by Mabwe Minerals by an amendment to this Current Report on Form 8-K within 71 calendar days of the date that this Current Report on Form 8-K is initially filed with the SEC.
(d) Exhibits
| 99.1 | Press Release dated November 1, 2012 |
| 2 |
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 thereunto duly authorized.
| Date: November 5, 2012 |
Mabwe Minerals Inc.
|
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| By: | /s/ Al Pietrangelo | ||
| Al Pietrangelo | |||
| President and CEO | |||
| 3 |
Exhibit 99.1
Mabwe Minerals Inc. Acquires 25% of One of Zimbabwe’s Most Experienced Mining & Construction Companies, WGB Kinsey & Company, And Completes Organizational Structure of its Zimbabwe Operations
FREEHOLD, N.J. November 1, 2012-- Mabwe Minerals Inc. (symbol: MBMI) (OTCQB-News), is pleased to announce it has acquired 25% of WGB Kinsey & Company under the terms of an Equity Exchange Agreement. With four generations of the Kinsey family leading the company since 1955, WGB Kinsey & Company is one of Zimbabwe’s most experienced and well established companies in the mining & construction industry. WGB Kinsey & Company prides itself with owning its mining equipment, including a fleet of articulated dump trucks, front end wheeled loaders, excavators, dozers and graders. With both open pit and open cast mining experience ranging from chrome to platinum to gold, we believe the company has all the necessary equipment and management experience to efficiently perform all the mining operations at Dodge Mine.
WGB Kinsey & Company will begin staging barite qualification lots during the first quarter next year with rail shipments to the Port of Beira, Mozambique to commence no later than the second quarter. Anthony Kinsey, Managing Director, stated, “The Dodge Mine property offers an easy access site with no water hazards or terrain features requiring extensive infrastructure development. The barite lenses are clearly defined in the gravity mapping report and access to the barite deposit is straightforward.” To find out more about WGB Kinsey & Company visit http://www.africanbusinessreview.co.za/brochures/5383.
Mabwe Minerals Inc. is also pleased to announce it has completed the organizational structure of its Zimbabwe operations with the formation of Mabwe Corporation (Private) Limited (“Mabwe-Corp”). Mabwe-Corp was created to optimize the fiscal incentives awarded to Zimbabwe companies that derive income from mining operations with separate provisions for companies engaged in the mining of minerals and metals.
Mabwe-Corp is the parent/holding company with two independent operating companies: (i) wholly-owned Mabwe Minerals Zimbabwe (Private) Limited, responsible for Dodge Mine logistics, property management, local mineral sales and shipments of barite and (ii) a 25% equity position in WGB Kinsey & Company.
Al Pietrangelo, President & CEO of Mabwe Minerals Inc, commented, “With our Zimbabwe organizational structure optimized to take advantage of the tax incentives provided by the Zimbabwe mining authorities along with the opportunity to acquire 25% of WGB Kinsey & Company, we believe that we are well positioned to achieve our goal of completing our first barite shipment during the 3rd quarter of 2013.”
Raptor Resources Holdings Inc. (parent/holding Company)
Raptor Resources Holdings Inc. (OTCQB symbol: RRHI) is the parent/holding company with three independently operating subsidiaries: Mabwe Minerals Inc., TAG Minerals Inc. and Lantis Laser, Inc. To find out more about Raptor Resources Holdings visit (www.raptorresourcesholdings.com).
About Mabwe Minerals Inc.
Mabwe Minerals Inc. (symbol: MBMI), incorporated in Wyoming, is a U.S. based natural resources and hard asset OTCQB publicly traded, fully reporting company engaged in the mining, logistics and commercial sales of industrial minerals and metals, with its first focus on barite. The company’s operations are conducted through its Zimbabwe affiliate, Mabwe Corporation (Private) Limited. Raptor Resources Holdings Inc. owns 90 million shares of Mabwe Minerals Inc. or approximately 75% of its issued and outstanding shares of common stock.
About TAG Minerals Inc.
TAG Minerals Inc., incorporated in Wyoming, is a U.S. based mineral/metal resource acquisition, exploration and development company. The company, with operations conducted through its affiliate, TAG Minerals Zimbabwe (Private) Limited, is responsible for alluvial surface gold production along with the development of greenfield assets targeting bedrock gold and other industriall metals/minerals. To find out more about the mining equipment utilized by TAG, visit (www.extrac-tec.com).
Safe Harbor.
Statements regarding financial matters in this press release other than historical facts are "forward-looking statements" ("FLS") within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. FLS include statements predictive in nature, depending upon or referring to future events / conditions, including words like "believes," "anticipates," "intends," "plans," "expects," and similar expressions. Statements concerning future financial performance (revenues, earnings, and growth rates), ongoing business strategies / prospects, and future actions, which may be provided by management, are also FLS as defined by the Act. The actual and any future results, performance or achievements of the Company, expressed or implied, may be materially different and vary significantly for different reporting periods due to FLS that involve known and unknown risks and other factors. Management believes that the assumptions made and expectations reflected in the FLS are reasonable. There is no assurance that the underlying assumptions will prove to be correct and the actual future results may be different from expectations expressed above. These statements are not guarantees of future performance. Mabwe Minerals has no specific intention to update these statements.
SOURCE Mabwe Minerals Inc.