UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): October 13, 2009
SAVOY
RESOURCES CORP.
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
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0-32103
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84-1522003
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(Commission
File Number)
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(IRS
Employer Identification No.)
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165
South Kendall Street, Lakewood, Colorado
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80226
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(Address
of principal executive offices)
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(Zip
Code)
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011.27.11.807.1446
(Registrant’s
telephone number, including area code)
1008 North Timberline
Road
Fort
Collins, Colorado 80525
(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))
Item
1.01 Entry into a Material Definitive Agreement.
Effective
September 24, 2009, Savoy Resources Corp. (“Savoy”) entered into two Memorandums
of Understanding (the “MOU’s”), one with Ingonyama Platinum (Pty) Limited
(“Ingonyama”) and the other with Cahow Consulting Limited (“Cahow”). Ingonyama
is a closely-held, women-owned, junior exploration company that owns a 70%
interest in two lucrative platinum (and other mineral) assets located in
Republic of South Africa (“RSA”) and Cahow owns the right to develop, mine,
manage and produce Ingonyama’s mineral resources in partnership with Ingonyama’s
Black Economic Empowerment (“BEE”) partners and the right to 80% of the profits
from Ingonyama’s 70% interest in these assets. The MOU’s provide for Savoy to
acquire Ingonyama and purchase Cahow’s rights and interests such that, following
the acquisition, Savoy owns 100% of Ingonyama’s 70% interest in the mineral
assets, all rights to develop, mine, manage, produce and market these mineral
assets in partnership with Ingonyama’s BEE partners and the right to 100% of the
revenues/profits from Ingonyama’s 70% interest. As a result of the business
combination, Cahow will own 500 million outstanding shares of common stock, and
all outstanding shares of preferred stock, of Savoy and Ingonyama will become a
wholly-owned subsidiary of Savoy. Management of Savoy immediately following the
business combination is expected to be Ms. Anne-Marie Meadon, director of
Ingonyama, serving in the positions of Chief Executive Officer/director, Mr.
Sean Meadon, consulting geologist to Ingonyama, serving as Chief Operating
Officer/director, and Mr. Arthur V. Johnson, sole director and executive officer
of Savoy, serving as Chief Financial Officer/director. Conditions precedent to
consummation of the business combination include Savoy’s ability to raise $5
million, of which $2.5 million has been allocated for the acquisition of
Ingonyama, and Savoy’s reorganization to eliminate its outstanding indebtedness
and reduce the number of shares of common stock issuable pursuant to existing
contracts and upon conversion of outstanding convertible notes and exercise of
outstanding warrants to not more than 100 million shares. Of the balance of $2.5
million, $1.5 million has been allocated for mining start-up costs, $500,000 is
to be applied to reduce Savoy’s outstanding indebtedness and $500,000 is to be
used for professional fees and regulatory compliance, general and administrative
expenses, investor relations and working capital. Mining start-up costs includes
plant construction (including associated steelwork), the purchase of equipment,
mining and mine security set-up costs and working capital for the initial 90
days of operation (lead time prior to receipt of the initial payment from the
Twyfelaar Tailings Retreatment Project), with the balance of funds to be used
for the Twyfelaar Pipe Project and the TML Platinum Project.
Ingonyama
owns platinum/other mineral assets located in RSA in two distinct areas, the
Farm Twyfelaar 119KT, which is located on the eastern limb of the Bushveld
Igneous Complex approximately 30 kilometers (19 miles) north of the town of
Steelpoort, RSA (the “Twyfelaar Platinum Project”), and five entire farms that
encompass a platinum-hosted, bifurcating, vein complex with 20 kilometers (12.5
miles) of strike-length of mineralized zones located on the
Thabazimbi-Murchisson Lineament approximately 120 kilometers (75 miles) north of
Pretoria, RSA (the “TML Platinum Project”). The prospecting rights granted to
Ingonyama by the Department of Minerals and Energy of RSA are for PGM (“platinum
group metals,” including platinum, palladium, rhodium, ruthenium, iridium and
gold) and other metals on the Twyfelaar Farm for a period of five years through
November 12, 2012 and for PGM, other metals and diamonds on the TLM Platinum
Project area for a period of five years through April of 2013. Ingonyama’s
assets are valued conservatively on its financial statements at $55,894,296 (ZAR
(South African Rands) 419,207,220), which is the value of the immediately
mineable, tailings deposits that comprise only one of four components of the
Twyfelaar Platinum Project. No value is attributed to the other three components
of the Twyfelaar Platinum Project or the TML Platinum Project in the financial
statements because these projects are in an early exploratory
stage.
The four
components of the Twyfelaar Platinum Project include the LG6 (Lower Group 6)
tailings dams and the LG6 chromite waste rock dumps (together, the “Twyfelaar
Tailings Retreatment Project”), the hortonolite-dunite pipe deposit (the
“Twyfelaar Pipe Project”) and the LG6 remnant mining pillars (the “Twyfelaar
Underground Pillar Project”), which are described below:
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· The DME
has accepted and is currently processing Ingonyama’s application, filed in July
of this year, for a mining permit for the Twyfelaar Tailings Retreatment
Project, which involves retreatment of the LG6 tailings dams and chromite waste
rock dumps left over from historic mining activities to recover in-situ
platinum. The expected term of the project is 12 months; the
anticipated rate of recovery is 60%; and estimates indicate the presence of
350,000 tons of material containing 116,480 ounces of PGM with a grade of 10.4
grams per ton. Net profit from the project is estimated to be
approximately $38 million.
· The Twyfelaar Pipe Project involves
ongoing exploration of a 180 meter (55 foot)-wide, olivine-dunite pipe deposit
in which platinum co-exists with secondary deposits of magnesite and
chromite. Estimates indicate that the pipe deposit contains 1,750,000
tons of platinum-bearing dunite with approximately 47,600 ounces of PGM with a
grade of 0.85 grams per ton in-situ, 200,000 tons of magnesite and 100,000 tons
of chromite.
· The Twyfelaar Underground Pillar
Project consists of a 2 kilometer (1.25 mile)-long sub-outcrop of remnant
pillars of platinum-bearing, LG6 chromite left behind as a result of historical,
shallow, underground mining, which can now be exploited by opencast
methods. The estimated size of the deposit is
700,000 tons of chrome ore, which are to be treated by a third party, and that
the tailings remaining from that operation will be 170,000 tons with 28,288
ounces of PGM with an expected grade of 5.2 grams per ton
in-situ. These estimates may vary depending on the size of the
opencast mine, its recoveries and the final grade of the
tailings.
The TML Platinum Project contains a 20 kilometer (12.4 mile)-long sub-outcrop of
platinum-bearing, bifurcating, quartz veins located on the Thabazimbi-Murchisson
Lineament. Indications are that approximately 4,326,300 tons of ore with
approximately 192,188 ounces of PGM occur erratically, in isolated, very
high-grade, irregular pods, within 50 meters (164 feet) from the surface, in
this deposit. If mineralization is proved to persist to a depth of 150 meters
(493 feet), then this could indicate approximately 12,250,000 tons of ore with
approximately 340,000 ounces of PGM. The TML Platinum Project also involves
exploration for copper, cobalt, nickel, gold, platinum group metals and
diamonds. Diamonds are believed to be located on the property.
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.
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SAVOY
RESOURCES CORP.
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(Registrant)
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Dated:
October 13, 2009
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By:
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/s/
ARTHUR V. JOHNSON
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Arthur
V. Johnson
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President
and Chief Executive Officer
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