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
February 6, 2017
Date of Report (Date
of earliest event reported)
ROYAL MINES AND MINERALS
CORP.
(Exact name of registrant as specified in its
charter)
| NEVADA | 000-52391 | 20-4178322 |
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
| incorporation) | Number) |
| 2580 Anthem Village Dr. | |
| Henderson, NV | 89052 |
| (Address of principal executive offices) | (Zip Code) |
(702) 588-5973
Registrant's telephone number, including area code
Not Applicable
(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:
| ____ | 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)) |
| ____ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Grant of Options to Executive Officers under the 2013 Stock Incentive Plan
Effective February 6, 2017, Royal Mines and Minerals Corp. (the “Company”) granted to its directors and officers, non-qualified stock options to acquire an aggregate of 4,500,000 shares of the Company’s common stock under the Company’s 2013 Stock Incentive Plan (the “2013 Plan”). The options granted are exercisable immediately at a price of $0.006 per share, and expire five years after the grant date.
| Total Number of | |||
| Shares Subject to | Exercise Price | ||
| Name | Options | Per Share | Expiration Date |
| K. Ian Matheson | 2,000,000 | $0.006 | February 6, 2022 |
| CEO, President and Director | |||
| Jason S. Mitchell | 2,000,000 | $0.006 | February 6, 2022 |
| CFO, Treasurer, Secretary and Director | |||
| Michael C. Boyko | 500,000 | $0.006 | February 6, 2022 |
| Director |
In addition to the options granted to the Company's directors and executive officers, the Company granted options to acquire an additional 1,000,000 shares of the Company’s common stock under the 2013 Plan to a director and various consultants of the Company. See Item 8 – Other Events, below.
A copy of the form of non-qualified stock option agreement is attached as an exhibit to this Current Report on Form 8-K.
SECTION 8 – OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
Grant of Options Pursuant to 2013 Plan
On February 6, 2017, the Company granted non-qualified stock options to acquire an aggregate of 5,500,000 shares of the Company’s common stock under the Company’s 2013 Stock Incentive Plan (the “2013 Plan”) to various officers, directors and consultants of the Company. Each option was granted for a five year term with an exercise price of $0.006 per share. Of the 5,500,000 granted, 4,500,000 were issued to the Company's directors and executive officers and the remaining 1,000,000 were issued to various consultants of the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits
| Exhibit | |
| Number | Description of Exhibits |
| 10.1 | Form of Non-Qualified Option Agreement.(1) |
| Note: | |
| (1) Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2013 |
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SIGNATURE
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.
| ROYAL MINES AND MINERALS CORP. | ||
| Date: February 6, 2017 | ||
| By: | /s/ Jason S. Mitchell | |
| JASON S. MITCHELL | ||
| Chief Financial Officer | ||
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