8-K

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:  March 10, 2008

DOMINION MINERALS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other jurisdiction of incorporation)	000-52696 (Commission File Number)	22-3091075 (IRS Employer Identification #)
410 Park Avenue, 15th Floor, New York, NY  10022 (Address of Principal Executive Office)

(212) 231-8171

(Registrant’s telephone number, including area code)

N/A

 (Former name, former address and former fiscal year, if changed since last report)

[  ]

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 1 – Registrant’s Business and Operations

Item 1.01.   Entry into a Material Definitive Agreement.

On March 10, 2008, Dominion Minerals Corp. (“Company”) entered into a Loan Agreement (“Agreement”) with Balstone Investments Ltd., a company organized under the laws of the British Virgin Islands (“Balstone”), and Pinchas Althaus, the Company’s President, Chief Executive Officer and one of its directors.

Pursuant to the Agreement:

·

Balstone loaned the Company $1,650,000 (USD).

·

The principal of the loan, together with accrued interest thereon at the rate of 3-monthly LIBOR plus 1%, is due on or before September 11, 2008.

·

Mr. Althaus has personally guaranteed payment of the loan and has given Balstone security interest in all of the stock of the Company owned by him to secure payment of the loan.

The Company and Balstone have been in extensive negotiations for several months with respect to a material equity capital investment by Balstone in the Company.  Although they have reached a mutual understanding on substantially all the material terms of the proposed investment, there are some pending items to resolve before the transaction can be completed.  Accordingly, they entered into the Agreement under which Balstone has advanced the funds needed by the Company to make the payments required under its agreement with Bellhaven Copper & Gold, Inc. (“Bellhaven”) to acquire a majority interest in Bellhaven’s subsidiary, Cuprum Resources Corp. (“Cuprum”), the holder of a mineral concession on a copper prospect in Panama, and for operating expenses of the Company.  From the proceeds of the loan, the Company: (i) paid the $500,000 to Bellhaven which became due to Bellhaven on March 6, 2008; and (ii) paid $548,000 as the balance due on the $2,000,000 exploration work required to be paid for on the Panamanian prospect by March 5, 2008.  The balance of the loan proceeds will be used for operating expenses by the Company.

If Balstone completes the proposed equity investment in the Company, the loan will be repaid by credit to Balstone on the equity investment or from the proceeds thereof.  If the equity investment is not completed by Balstone, the Company will have to attempt to acquire additional capital from another source to repay the Balstone loan and to finance its operations and programs.  The Company does not presently have any set arrangements under which such additional capital can be obtained; and there is no assurance that:  (i) Balstone will complete the proposed equity investment; or (ii) any other capital will be acquired by the Company.

In consideration of Mr. Althaus’ agreement to personally guarantee payment of the loan to Balstone, the Company has agreed to: (i) fully indemnify him from any loss or expense on the guarantee; and (ii) use the first proceeds of any future equity or debt capital acquisitions to repay the Balstone loan.

Section 5 – Corporate Governance and Management

5.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 10, 2008, Mr. Bruce W. Minsky resigned as General Counsel and Secretary of the Company.

Section 9 – Financial Statement and Exhibits

Item 9.01.   Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

10.16

Loan Agreement between the Company and Balstone Investments, Ltd. dated March 10, 2008.

                                 10.17                          Indemnification Letter dated March 11, 2008 between the

                                                           Company and Pinchas Althaus.

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.

DOMINION MINERALS CORP.

By:

/s/ Diego E. Roca

Diego E. Roca, Chief Financial Officer

March 12, 2008

EXHIBIT INDEX

Exhibit Number

Description

10.16

Loan Agreement between the Company and Balstone Investments, Ltd. dated March 10, 2008.

             10.17                           Indemnification Letter dated March 11, 2008 between the Company

                                                 and Pinchas Althaus.

EX-10

Exhibit 10.16

Loan Agreement

This Loan Agreement ("Agreement") is entered into as of this 10th day of March, 2008 between:

(1)

Balstone Investments Ltd of Palm Grove House, Po Box 438, Road Town, Tortola, British Virgin Islands, (the “Lender”);

(2)

Dominion Minerals Corp. of [

] (the “Borrower”); and

(3)

Pini Althaus of Australian nationality (Passport No. [ ]) of [

] (“PA”).

WHEREAS the Lender wishes to lend to the Borrower the amount of USD 1,650,000 (One million six hundred and fifty thousand United States Dollars) (the “Loan”) subject to the terms and conditions set out herein.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereby agree as follows:

1.

The Loan

1.1

The Loan shall, subject to satisfaction of the conditions set out in clause 3 below, be disbursed in a single payment by the Lender (or any company in its control) to the bank account of the Borrower, as notified by the Borrower to the Lender, on 11th March, 2008 (the "Effective Date").

1.2

The Loan shall be applied by the Borrower for business purposes.

1.3

The Loan shall be repaid in full together with all interest accrued thereon on 11^th September 2008 (the "Repayment Date").

2.

Interest

Commencing as of the Effective Date, interest shall be applied to the Loan at the rate of 3-monthly LIBOR plus 1% (the "Interest").

3.

Conditions

The Lender shall not be required to advance the Loan unless:

3.1

the parties have entered into a share charge agreement (as referred to in clause 5.1(b) below) and carried out all steps necessary to perfect such charge; and

3.2

the Borrower and PA have entered into a waiver agreement in a form satisfactory to the Lender.  

4.

Representations by the Borrower and PA

The Borrower and PA represent to the Lender as follows:

4.1

The Borrower is a company organised and existing under the laws of the United States with the authority to conduct its business as now being conducted.

2

4.2

Upon its execution and delivery by the Borrower, this Agreement shall constitute a legal, valid and binding obligation of the Borrower and PA.  

4.3

The Borrower is not a party to any agreement, guarantee, mortgage, restriction or other obligation that prohibits its execution of this Agreement or the fulfillment of its obligations hereunder.

5.

Security

5.1

As security for the prompt and complete payment of the Loan and performance of the Borrower’s obligations pursuant to this Agreement, the Borrower and PA, hereby grant the Lender the following securities:

(a)

the personal guarantee of PA for the prompt repayment of the Loan as set out in 5.2 below; and

(b)

share charge over PA’s entire shareholding in the Borrower (the “Secured Shares”).

5.2

In consideration for the Lender providing the Loan hereunder, PA hereby guarantees to the Lender punctual performance by the Borrower of all its obligations hereunder; undertakes that immediately on demand pay any amount due by the Borrower under this Agreement as if it was the principal obligor; and to indemnify the Lender against any cost, loss or liability suffered by it if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. (The amount of the cost, loss or liability shall be equal to the amount which the Lender would otherwise have been entitled to recover).

5.3

The securities granted herein shall terminate upon the payment in full of the principal amount of the Loan and all interest accrued thereon.

6.

Covenants of the Borrower and PA

The Borrower and PA hereby covenant with the Lender that:

6.1

the Loan shall be used only for the purposes set forth in Section 1.2; and

6.2

the Borrower shall promptly notify the Lender of the occurrence of any Event of Default (as defined in Clause 7 below);

6.3

that the Secured Shares are free and clear of all and any liens, pledges, debts and liabilities;

6.4

neither the Borrower nor PA shall do anything to prejudice the value of the Secured Shares.

7.

Events of Default

7.1

The existence of any of the following conditions shall constitute an event of default ("Events of Default"):

3

7.1.1

If the Borrower defaults in the payment of the principal or interest due and such payment is not made by the Repayment Date.

7.1.2

If proceedings are commenced against the Borrower or PA under any bankruptcy or insolvency law or other law for the reorganisation, arrangement, composition or similar relief or aid of debtors or creditors.

7.1.3

If the Borrower takes any corporate action to dissolve, liquidate or wind up its affairs or sell substantially all of its assets or the Borrower commences negotiations with any of its creditors with a view to readjusting, rescheduling or reorganising its indebtedness or reaching a composition with such creditor.

7.1.4

The appointment of a receiver, liquidator, administrator or similar officer (in each case, including on a temporary basis) over all or a material part of the Borrower's or PA’s assets or revenues.

7.1.5

The Borrower declares that it is unable to pay its debts.

7.2

Upon the occurrence of an Event of Default, the Lender shall be entitled to demand immediate repayment of the Loan, together with accrued unpaid interest, and any other amounts due under this Agreement from the Borrower, or PA, pursuant to the personal guarantee granted by PA hereunder, and, to the extent that such full amount remains unpaid, to enforce its security over the Secured Shares.

8.

Notices

Any notice, declaration or other communication required or authorised to be given by any party under this agreement to any other party shall be in writing, in the English language and shall be personally delivered or sent by facsimile transmission (with a copy by ordinary mail in either case) addressed to the other party at the address stated for such party below or such other address as shall be specified by the party in question by notice in accordance with the provisions of this section.  Any notice shall operate and be deemed to have been served on the next following business day.

4

If to the Borrower:	Dominion Minerals Corp. 410 Park Avenue 15th Floor New York, New York 10022 USA Facsimile: (212) 202-4015 Attn: Mr. Pinchas Althaus with a copy to: Guzov Ofsink, LLC 600 Madison Avenue, 14th Floor New York, New York  10022 USA Facsimile: (212) 688-7273 Attn: Darren L. Ofsink, Esq
If to the Lender:	Balstone Investments Limited 57/63 Line Wall Road Gibraltar Facsimile: +350-200-71966 Attn: Mr. Dino Chincotta, Director          Mr. James Levy, QC

9.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of Gibraltar. Any dispute between the parties in connection with this agreement shall be resolved by an arbitrator appointed in accordance with the rules of the London Court of International Arbitration (LCIA).  The parties agree to arbitration in London.

10.

Miscellaneous

10.1

This Agreement contains the whole agreement between the parties relating to the transactions provided for in this Agreement and supersedes all previous agreements if any between such parties in respect of such matters and each of the parties to this Agreement acknowledges that in agreeing to enter into this Agreement it has not relied on any representations or warranties except for those contained in this Agreement.

10.2

No failure or delay by the Lender in exercising any claim, remedy, right, power or privilege under this Agreement shall operate as a waiver nor shall any single or partial exercise of any claim, remedy, right, power of privilege preclude any further exercise thereof or exercise of any other claim, right, power or privilege.

10.3

Neither the Borrower nor PA shall be entitled to assign or transfer any or all of its rights, benefits and obligations hereunder. The Lender shall be entitled to transfer any or all of its rights, benefits and obligations hereunder to any affiliate of the Lender.

5

10.4

Save as expressly provided herein, this Agreement may be amended or terminated, and any of the terms hereof waived, only be a document in writing specifically referring to this Agreement and executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

10.5

The Parties shall ensure and maintain the confidentiality of this Loan Agreement and the transactions contemplated.

10.6

The Parties hereby confirm that they have all necessary power and authority to enter into this Loan Agreement and to perform the transactions as set out herein, and further that this Loan Agreement is valid, binding and enforceable in accordance with its terms and in all respects.

10.7

The guarantee provided by PA hereunder shall not be prejudiced by (i) any time or indulgence granted to any person or any entity or any abstention or delay whatsoever, or (ii) any invalidity or illegality of any provision of this or other agreement; or (iii) any act, event, or omission (including invalid execution) which might operate to discharge, impair or otherwise affect any of the obligations of the Borrower or PA or any of the rights, powers or remedies conferred on the Lender.

[remainder of page left intentionally blank]

6

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Balstone Investments Ltd.

Dominion Minerals Corp.

Pini Althaus

EX-10

EXHIBIT 10.17

March 11, 2008

Mr. Pinchas Althaus

c/o Dominion Minerals Corp.

75 Rockefeller Plaza

New York, NY 10019

Dear Pini:

In connection with the loan of Balstone Investments, Ltd. (“Balstone”) to Dominion Minerals Corp. (the “Company”) described in the  loan agreement dated March 10, 2008 pursuant to which Balstone has agreed to lend to the Company $1,650,000.00 (the “Balstone Loan”) provided that Pinchas Althaus (“Althaus”) personally guarantees the prompt repayment thereof and pledges his shares in the Company as security therefore, which he hereby agrees to do, the Company hereby agrees to indemnify and hold harmless Althaus, his respective heirs and assigns from and against, any losses, claims, damages or liabilities (collectively, “Losses”) relating to, arising out of or in connection with the failure of the Company to repay the Balstone Loan.

In the event the Company defaults on the payment of the Balstone Loan and Althaus as guarantor pays and/or arranges for the payment of the Balstone Loan, the Company further agrees to reimburse Althaus for the amount of the Balstone Loan paid by him inclusive of all interest and other expenses (including, without limitation,  reasonable fees and disbursements of Althaus’s counsel and expenses incurred in connection with the Balstone Loan).

The obligation of the Company hereunder shall be in addition to any liability which the Company may otherwise have to Althaus (whether in common law or otherwise) and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Althaus.  

The Company further agrees that the repayment of the Balstone Loan shall be given priority over any other obligations of the Company and that the Balstone Loan shall be repaid in its entirety from the proceeds of any future loans and/or capital raising transaction with Balstone or any other entity.

Furthermore the Company hereby agrees to enter into a Confession of Judgment with Althaus for the amount of the Balstone Loan plus interest through and including the due date which Althaus shall have the right to file with the Supreme Court, New York County in the event the Company defaults on the payment of the Balstone Loan and Althaus is called upon to pay the Balstone Loan based upon his guaranty.

The terms of this Indemnification Agreement were approved by the Board of Directors of the Company at a meeting duly held on the 11^th day of March 2008.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.

Sincerely,

/s/ Diego E. Roca

Diego E. Roca

Executive VP & CFO

Agreed and Accepted:

/s/ Pinchas Althaus________

Pinchas Althaus