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:  January 31, 2009

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 #)
75 Rockefeller Plaza, Suite 1817, New York, NY  10019 (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 3 – Securities and Trading Markets

Item 3.02  Unregistered Sales of Equity Securities.

1.

(a)

On February 5, 2009, Dominion Minerals Corp. (the “Company”) authorized the issuance of a total of 5,750,000 shares of its common stock as bonus compensation for services rendered as described in more detail below.

(b)

No person acted as a principal underwriter for these issuances.  The shares were issued directly by the Company.  The shares were issued to the Company’s five directors as follows:  Pinchas Althaus – 2,250,000 shares; Chaim Lebovits – 1,500,000 shares; Diego Roca – 1,500,000 shares; Grant Ewing – 250,000 shares; and Danny Ayalon – 250,000 shares.

(c)

The shares were issued as bonus and incentive compensation for services rendered.  No underwriting, sales or other commissions or discounts were paid or involved in these issuances.

(d)

In the issuance of these shares of its common stock, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act.  These securities were issued as restricted securities and a legend denoting the restrictions on their transferability under the Securities Act was placed upon the stock certificates or other documents issued to represent the securities.  The securities were all issued to directors of the Company.

2.

(a)

On February 5, 2009, the Company issued 833,000 shares of its common stock as a stock bonus.

(b)

No person acted as a principal underwriter for this issuance.  The shares were issued directly by the Company to Mr. Manuel Jose Paredes Arias upon his becoming the Chief Executive Officer and a director of the Company.

(c)

The shares were issued as bonus and incentive compensation to Mr. Paredes.  No underwriting, sales or other commissions were paid or involved in this issuance.  The Company has agreed to issue up to an additional 1,677,000 shares to Mr. Paredes if the Company’s Panamanian Mining Project reaches certain performances goals.

(d)

In the issuance of these shares of its common stock, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(2) of the Securities Act.  These securities were issued as restricted securities and a legend denoting the restrictions on their transferability under the Securities Act was placed upon the certificates or other documents issued to represent the securities.  The securities were issued to a director of the Company.

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Section 5 – Corporate Governance and Management

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

(b)

On February 6, 2009, Mr. Bruce Minsky resigned from the Board of Directors of the Company.  The resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

On January 31, 2009, Mr. James Gorman resigned from his position as Chief Operating Officer of the Company.

On February 5, 2009, Mr. Pinchas Althaus resigned as Chief Executive Officer of the Company effective upon the assumption of the position by Mr. Paredes as set out in paragraph (c) below.

(c)

On February 5, 2009, the Company’s Board of Directors appointed Mr. Manuel Jose Paredes Arias of Panama City, Panama as its Chief Executive Officer and elected him to membership on its Board of Directors.  Mr. Paredes is 42 years of age. From September 2004 to December of 2008, he served as Under Secretary of Commerce for the Republic of Panama.  From August of 1992 to August of 2004, he was employed as Sales and Marketing Director of Julio Vos, S.A. in the Republic of Panama.  From 1999 to 2001, he was the President of the Panama Chamber of Commerce.  He served as President of the Federation of Chambers of Commerce of Central America in 2001.

Mr. Paredes was elected to serve as a director for the ensuing year and until his successor is duly elected and qualified.  The terms of his employment as Chief Executive Officer are:

·

Mr. Paredes is employed on a full-time basis as the Company’s Chief Executive Officer with the primary executive responsibility to oversee the operations of the Company;

·

The employment is for a term of three years or until control of the Company is sold, whichever first occurs;

·

Mr. Paredes will report directly to the Company’s Chairman of the Board;

·

Mr. Paredes will receive a base salary of $15,000 (USD) per month;

·

Mr. Paredes is entitled, on a yearly basis, to 30 days paid vacation and 18 days sick leave, and a 13^th month bonus and social security benefits under Panamanian law;

·

Mr. Paredes may receive an additional cash bonus of up to $50,000 (USD) at the direction of the Chairman;

·

Mr. Paredes is entitled to receive a stock bonus of 2,500,000 shares of the Company’s common stock as follows:  (i) 1/3 upon execution of his employment agreement with the Company; (ii) 1/3 upon completion of the prefeasibility study on the Company’s Panamanian Project; and 1/3 upon completion of the bankable feasibility study on the Company’s Panamanian Project.  The 2^nd and 3^rd payments are contingent upon continued employment at the times the studies are completed; and

·

The Company may terminate the employment agreement with Mr. Paredes at any time.  If he is so terminated for cause, he will be entitled to one month’s salary, then accrued unpaid vacation and the 13^th month bonus.  If he is terminated without cause, he will be entitled the remaining monthly salary for the balance of the three-year term.

There is no family relationship between Mr. Paredes and any other executive officer or director of the Company.  There has been no material transaction by the Company in which Mr. Paredes had or will have a direct or indirect material interest other than his employment as one of its officers.

Section 9 – Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description
10.1	Employment Agreement with Manuel Jose Paredes Arias
99.1	Press Release dated February 9, 2009

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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.

		DOMINION MINERALS CORP.
Date:	February 11, 2008	By:	/s/ Diego E. Roca
			Diego E. Roca
			Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement with Manuel Jose Paredes Arias
99.1	Press Release dated February 9, 2009

5

EX-10

Exhibit 10.1

EMPLOYMENT AGREEMENT

(Key Executive)

         This Employment Agreement (the “Agreement”) is entered on February 5, 2009 (the “Effective Date”  between Dominion Minerals Corp, a corporation organized under the laws of Delaware (the “Company”), and Manuel Jose Paredes, a citizen of Panama, bearer of Panamanian identification card Nº 8-259-666 (the “CEO”) pursuant to the following declarations, terms and condition

Declarations

A.

The Company is in the business of controlling, managing, operating and negotiating mining concessions in many parts of the world, including specifically, control of the operation of a copper mine located at Cerro Chorcha, Republic of Panama (the “Project”).

B.

The Company’s business includes obtaining and managing the finances of its mining operations worldwide, including the procurement of funds through equity and or debt infusions from lenders and investors worldwide.

C.

Following a thorough selection process, during which several candidates were interviewed, the Company has selected the CEO to fulfill the position of its Chief Executive Officer.

D.

Following an arms-length negotiation of the terms and conditions of this Agreement the CEO has accepted the Company’s offer of employment.

E.

The CEO warrants that there is no legal impediment to his accepting the terms of this Agreement and that the Company will not be in violation of any laws or regulations which may hinder or impede his employment with it or otherwise subject the Company to prosecution, fines, damages or the assessment of any penalty.

F.

The preceding Declarations are of the essence to this Agreement and any inaccuracies therein shall constitute a breach of the terms and conditions of the Agreement.

Terms and Conditions

1.

Position. The Company hereby hires the CEO for the key management position of Chief Executive Officer. The position shall involve a full time and full efforts commitment by the CEO who may not accept or perform any other regular employment either directly or indirectly while employed by the Company under the terms of this Agreement, with exception of his current positions held as a member of the Board of Directors of certain companies, which predate his employment with the Company.

2.

Duties of the CEO. The CEO shall report directly to the Chairman of the Board and shall bear the primary executive responsibility for overseeing the Company’s day to day operations, including its management, finances, accounting and government relations, among other responsibilities, as well as other functions which are analogous and/or compatible with these both in Panama and abroad.

3.

Working Schedule. The CEO shall be available to tend to the Company’s business during regular business hours as well as during the course of ordinary business activities, outside those regular business hours.  As key personnel with executive responsibilities and oversight the CEO shall not be entitled to overtime, Sunday pay or other bonuses related to employment outside the regular hours.

4.

Base Salary and Deductions. As remuneration for his employment under this Agreement, the CEO will be paid a monthly salary of USD $15,000, subject to income tax, social security, educational insurance and other legally prescribed withholding amounts under the laws of Panama, which salary, net of such deductions, will be paid in two monthly installments every 15 monthly calendar days along with the Company’s regular payroll.

5.

Employment Benefits. In addition to the monthly salary outlined in the preceding Section, the CEO shall be entitled to up to 30 days paid vacation, 18 days sick leave, 13th month bonus and social security benefits under Panamanian law.

6.

Optional Bonus. The CEO may receive a cash bonus to a gross amount of USD50,000.00 at each calendar year’s end (December 31) at the Chairman’s pleasure (inclusive of the 13^th month bonus) which will be linked to Company and CEO performance. Applicable deductions and withholdings shall be made to such gross amounts.

7.

Stock Bonus. The CEO will be conditionally entitled to receive 2.5 million shares of voting stock of the Company free of charge, which shall be delivered in three equally divided tranches if applicable as follows:

            Tranche 1:

               Upon the execution of this Agreement

            Tranche 2:

               Upon completion of the Project’s prefeasibility study

            Tranche 3:

               Upon completion of the Project’s bankable feasibility study

             (Tranches 2 and 3 shall be conditioned upon the CEO remaining in his position at those

             milestones.)  

8.

Stock Option Plan. The Company agrees to include the CEO in its annual stock option plan according to the position

9.

Capital Raising Bonus. The Company and the CEO shall negotiate additional bonus linked to raising fresh capital in Panama.  This bonus will be linked to market conditions and the prevailing financial situation.

10.

Term and Expiration. This Agreement has a term of three years with an option to negotiate fourth year or until control of the Company is sold, whichever occurs first.

11.

Termination. The Agreement may be unilaterally terminated by the Company at its discretion with or without cause.  

a.

Termination by the Company with cause shall be premised on a breach by the CEO of any of his material obligations under this Agreement.  

b.

In case of termination for cause, the CEO will be entitled to one month of his gross salary and unpaid vacation and thirteenth month bonus.

c.

In case of termination without cause, the CEO will be entitled to receive as severance only the remaining part of the monthly gross salary for the remaining period in the Agreement.

12.

Covenant not to Compete. During the term of this Agreement and for a period of two (2) years following its termination or expiration, the CEO agrees not to engage in any direct or indirect employment, management, shareholding or consulting business for the benefit of any concern engaged in the exploration and production of mineral resources in Central America.

13.

Confidentiality. During the term of this Agreement and for a period of five (5) years following its termination or expiration, the CEO agrees not to divulge or utilize, at any time, any “Confidential Information” or “Trade Secrets” of the Company gained during the employment relationship with the Company, except as inherent to his functions and for the Company’s benefit or as a result of subpoena or other judicial process; and to return any and all materials in its possession which contain “Confidential Information” or “Trade Secrets”, whether said materials are in a printed, reproduced, electronic or handwritten form.

The terms “Confidential Information” or “Trade Secrets” include any of the Company’s software, computer or data processing information, any sales, marketing or promotional materials of the Company used by the Company in its sales presentations to investors or clients, or internally, client and investor lists, whether prepared by the Company, its employees or representatives or by the CEO or someone else on its behalf, from various lists of the Company; any operational data, studies, accounting information, financial data, shareholder list, internal communications; financial and concession agreements or contracts; financial results or plans of individual business segments; and any other information regarding the internal business operations or standard contracting guidelines of the Company which the CEO acquired  during its employment with the Company, whether or not any information is copyrighted, trademarked or subject to a service mark designation.  

14.

Applicable Law. This Agreement is governed by the substantive laws of the State of Delaware, without regard to any conflicts of law provision.  The CEO waives any public policy exception to the applicability of such substantive law.

15.

Dispute Resolution. Any disputes arising from or relating to this Agreement shall be submitted to binding arbitration under the auspices and rules of the International Center for Dispute Resolution of the American Arbitration Association.  The arbitration is to be held in New York City in English.  The parties submit to the jurisdiction of such dispute resolution forum and waive the jurisdiction of the courts of law, including, but not limited to the labor courts and tribunals of the Republic of Panama.

In Testimony hereof, the parties affix their signature as of the Effective Date.

DOMINION MINERALS CORP

CEO

/s/ Diego Roca

/s/ Manuel Paredes

____________________________

____________________________

By:  Diego Roca

Manuel Paredes

Title:  CFO & EVP

EX-99

Exhibit 99.1

DOMINION MINERALS CORP.

PRESS RELEASE

Dominion Announces the Appointment of New CEO

NEW YORK, Feb. 9 /PRNewswire-FirstCall/ -- Dominion Minerals Corporation (OTC Bulletin Board: DMNM) ('Dominion' or the “Company”) is pleased to announce the appointment of Manuel Jose Paredes as its Chief Executive Officer. Mr. Paredes will also serve as a director on the Company's Board.

Mr. Paredes succeeds Pini Althaus, who will continue in his capacity as a director of the company, and as Chairman of the Board.

Manuel Jose Paredes currently resides in Panama City, Panama. Mr. Paredes, 43, has held positions in both the private sector and government and most recently served as Panama's Under Secretary of Commerce from September 2004 until December 2008. He was responsible for overseeing Panama's mining and resource sector. Mr. Paredes was also President of the Panama Chamber of Commerce from 1999 until 2001 and president of the Federation of Chambers of Commerce of Central America in 2001. Mr. Paredes was previously a board member for the Panamanian Tourism Institute from 1994 until 1999. In the private sector Mr. Paredes was Director of Sales and Marketing for Julio Vos S.A., a Panamanian distribution company, and served on the board of directors of Compania de Lefevre, a real estate development company with interests in Housing Development and Financing.

Pini Althaus, the Company's Chairman, stated: “The Board of Directors had been actively seeking a candidate for the CEO position with a strong track record within the Panamanian business community. Mr. Paredes has had a long, successful history of working in both the private and public sectors in Panama. In addition, his work as Under Secretary of Commerce, overseeing the mining and resource sector, uniquely qualifies Mr. Paredes to lead Dominion's efforts in Panama, where our flagship property is located. Mr. Paredes will also be a valuable addition to both Dominion's Board and Management team.”

Manuel Paredes stated: “I am very excited to join the Dominion Board and Management team at this point in the development of the Cerro Chorcha concession. I strongly believe that this will be a great project for both the Company and Panama, especially when taking into consideration the high standards Dominion has maintained in complying with investors' expectations and best practices it has exhibited in both environmental and technical issues. During my past four years as Under Secretary, I also had the opportunity to get a full grasp of the potential for social development in the region. A project such as Cerro Chorcha can bring direct financial benefits for the indigenous community surrounding the site as well as significantly assist with the improvement of the infrastructure in the area. Cerro Chorcha will create new opportunities for the indigenous groups to enjoy a better future. One of my mandates will be to continue to build upon the good, existing relationships with the communities around the site, while simultaneously ensuring a smooth continuation of the development of the project.”

The Company further advises that, effective February 6, 2009 Bruce Minsky resigned as a Director of the Company. The Company would like to thank Mr. Minsky for his service to the Company in his capacity as a Director.

About Dominion Minerals Corp. and Cerro Chorcha

Dominion Minerals Corp. is a US-based copper and gold exploration and development company focused primarily on its Cerro Chorcha Project in Panama.

Cerro Chorcha is a large porphyry copper, gold, silver project located in the Chiriqui and Bocas Del Toro Provinces. Overall, the project hosts an Indicated mineral resource of 117.4 million tonnes grading 0.51% Cu, 0.07 g/t Au and 1.7 g/t Ag, and, in addition, an Inferred mineral resource of further 84.5 million tonnes grading 0.46% Cu, 0.07 g/t Au and 1.9 g/t Ag (using a 0.2% Cu cut-off grade). This represents total in-situ metal of 2.17 billion lbs of Copper, 449,000 oz. of Gold and 11.58 million oz. of Silver. The high-grade zone described above is located in the central portion of the concession and has been singled out using a 0.65% Cu cut-off grade.

For more information please visit http://www.dominionminerals.com.

Forward-Looking Statement Disclaimer

This press release includes certain statements that may be deemed 'forward-looking statements'. All statements in this release, other than statements of historical facts, that address continuing to Canada, exchange listing application, additional financing, seeking and acquiring new projects and gaining recognition are forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, the market price of gold, general economic conditions, market and business conditions, statements or information with respect to known or unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to the Company's plans at its mineral properties, the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal recoveries, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in production and operations, the potential for delays in exploration or development activities or the completion of feasibility studies, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis, the effect of hedging activities, including margin limits and margin calls, regulatory restrictions, including environmental regulatory restrictions and liability, the speculative nature of mineral exploration, dilution, competition, loss of key employees.

Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. In addition, the Company's business and operations are subject to the risks set forth in the Company's most recent Form 10-KSB, Form 10-Q and other SEC filings which are available through EDGAR at www.sec.gov. These are among the primary risks we foresee at the present time. The Company assumes no obligation to update the forward-looking statements.