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 (Date of earliest event reported): September 22, 2017 (September 22, 2017)

CONTACT MINERALS CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-52879	39-2060052
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

22A-3, Jalan Metro Pudu Off Jalan Loke Yew Fraser Business Park 55100 Kuala Lumpur, Malaysia
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +60 12 231 8867
	595 Hornby Street, Suite 706 Vancouver, British Columbia, Canada V6C 2E8
	(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Effective September 22, 2017, Chee Kuen Chim and Pui Hold Ho were each appointed to serve as a Director of the Company until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as a director of the Company.

Chee Kuen Chim, age 52, is an accountant by profession and is a member of the Malaysian Institute of Accountants (MIA). Mr. Chim currently advises on finance, human resources and management matters. From May 2016 to January 2017, he served as the Group General Manager of Trendmaker Inc. Limited (OTC: TMIN), a global health and wellness company. From June 2009 to March 2016, he was the Chief Financial Officer and director of VTTI Asia (Singapore) and ATT Tanjung Bin (Malaysia), members of the VTTI Group companies that includes VTTI Energy Partners LP (NYSE: VTTI), a leading petroleum product and crude oil company. Mr. Chim served as the Senior Finance Manager of Diaolog Group Bhd., a leading integrated technical services provider in the oil and gas industry from June 2007 to May 2009. Mr. Chim brings to the Board of Directors his experiences in finance, management, marketing, human resource information technology and quality management systems know-how.

Pui Hold Ho, age 35, is an accountant by profession, a fellow member of the Association of Chartered Certified Accountants (FCCA), United Kingdom, and a member of the Malaysian Institute of Accountants (MIA). Mr. Ho has over 12 years of professional experience in auditing, banking and corporate finance. He started his career in 2004 by joining a Singapore advisory firm as IPO consultant where he participated in a few successful listing of companies in SGX. He then joined Ernst & Young as Senior Audit Associate until 2009 before he left to join AmBank (M) Berhad – Corporate & Institutional Banking. In the bank, he was responsible in client credit evaluation and marketing of the Bank’s products mainly in debt capital market, offshore loan syndication, corporate finance advisory & treasury products. To further advance his career, he took up the chief financial officer position in a foreign company listed on Bursa Malaysia Securities Berhad until 2013. He now sits on the board of the following companies listed on Main Market of Bursa Malaysia Securities Berhad: HB Global Limited, a food processing company specializing in the production of Ready-to-Serve foods; Malaysia Pacific Corporation Berhad, a property development and investment corporation; Milux Corporation Berhad, a manufacturer of gas appliances, water heaters and gas regulators and distributors of gas and electrical home appliances; Multi-Usage Holdings Berhad, an investment holding and management services company; and Aturmaju Berhad, an integrated wood manufacturer which processes or provides sawn timber, veneer and hiring of scow and tug boats. Mr. Ho brings to the Board of Directors his financial and accounting experience as well as public company governance expertise.

Messrs. Chim and Ho currently will not receive compensation in connection with their service on our Board of Directors. We expect Messrs. Chim and Ho to serve as independent directors on our audit committee.

Neither Mr. Chim nor Mr. Ho has a direct family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer.

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Item 8.01. Other Events

Effective September 22, 2017, the Board of Directors of the Company established an audit committee to be initially comprised of the Company’s two independent directors: Chee Kuen Chim and Pui Hold. Concurrently therewith, the Board also adopted a charter for the audit committee, a copy of which is filed as Exhibit 99.1 to this Report.

The Board also adopted certain procedures to pre-approve the engagement of audit and non-audit services by our primary external auditor (the “Pre-Approval Procedures”). A copy of the Pre-Approval Procedures is attached as Exhibit 99.2 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number	Exhibit
99.1	Audit Committee Charter
99.2	Pre-Approval Procedures

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.

	CONTACT MINERALS CORP.
Dated: September 22, 2017
	By:	/s/ Shiong Han Wee
		Shiong Han Wee
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

CONTACT MINERALS CORP.

Audit Committee Charter

Purpose

To assist the board of directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control over financial reporting, the audit process, and the company’s process for monitoring compliance with laws and regulations and the code of conduct.

Authority

The audit committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

· Retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation

· Seek any information it requires from employees – all of whom are directed to cooperate with the committee’s requests – or external parties

· Meet with company officers, external auditors or outside counsel, as necessary

Composition

The audit committee will consist of at least two and no more than six members of the board of directors. The board or its nominating committee will appoint committee members and the committee chair. Each committee member will be both independent and financially literate, as defined by applicable regulation and the board of directors. At least one member shall have expertise in financial reporting.

Meetings

The committee will meet at least twice a year, with authority to convene additional meetings, as circumstances require. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors (see below) and executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

Responsibilities

The committee will carry out the following responsibilities:

Financial Statements

· Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements

· Review with management and the external auditors the results of the audit, including any difficulties encountered

· Review the annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles

· Review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information

· Review with management and the external auditors all matters required to be communicated to the committee under generally accepted auditing standards

· Understand how management develops interim financial information, and the nature and extent of internal and external auditor involvement

· Review interim financial reports with management and the external auditors, before filing with regulators, and consider whether they are complete and consistent with the information known to committee members

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Internal Controls

· Consider the effectiveness of the company’s internal control over annual and interim financial reporting, including information technology security and control

· Understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses

Internal Audit

· Review with management and the internal audit director the charter, plans, activities, staffing and organizational structure of the internal audit function

· Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement or dismissal of the internal audit director

· Review the effectiveness of the internal audit function

· On a regular basis, meet separately with the director of internal audit to discuss any matters that the committee or internal audit believes should be discussed privately

External Audit

· Review the external auditors’ proposed audit scope and approach, including coordination of audit effort with internal audit

· Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors

· Review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including nonaudit services, and discussing the relationships with the auditors

· On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately

Compliance

· Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of noncompliance

· Review the findings of any examinations by regulatory agencies, and any auditor observations

· Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith

· Obtain regular updates from management and company legal counsel regarding compliance matters

Reporting Responsibilities

· Regularly report to the board of directors about committee activities, issues and related recommendations

· Provide an open avenue of communication between internal audit, the external auditors and the board of directors

· Report annually to the shareholders, describing the committee’s composition, responsibilities and how they were discharged, and any other information required by rule

· Review any other reports the company issues that relate to committee responsibilities

Other Responsibilities

· Perform other activities related to this charge as requested by the board of directors

· Institute and oversee special investigations as needed

· Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes

· Confirm annually that all responsibilities outlined in this charter have been carried out

· Evaluate the committee’s and individual members’ performance on a regular basis

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EX-99.2

Exhibit 99.2

CONTACT MINERALS CORP.

PRE-APPROVAL PROCESS OF ENGAGEMENTS FOR AUDIT AND NON-AUDIT SERVICES BY THE PRIMARY EXTERNAL AUDITOR

I.          Background

Section 201 of the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits certain activities by the external auditor of the Company which is charged with performing the audit of the Company’s financial statements for the purpose of expressing an opinion thereon (the “primary external auditor”).  Prohibited activities include the following:

1. Bookkeeping or other services related to the accounting records or financial statements of the Company;

2. Financial information systems design and implementation;

3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

4. Actuarial services;

5. Internal audit outsourcing services;

6. Management functions or human resources;

7. Broker or dealer, investment adviser, or investment banking services;

8. Legal services, and expert services unrelated to the audit;

9. Services provided for a contingent fee or commission;

10. Services related to marketing, planning or opining in favor of the tax treatment of (i) a confidential transaction, or (ii) an aggressive tax position transaction that was initially recommended, directly or indirectly, by the primary external auditor; and

11. Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Sections 201 and 202 of the Act provide that the primary external auditor may engage in any non-audit service for the Company only if the activity is approved in advance by the Audit/Finance Committee.  Additionally, Section 202 of the Act requires that all audit, audit-related and non-audit services provided by the primary external auditor be approved in advance by the Audit/Finance Committee.

II.        Purpose

The purpose of this document is to outline the Audit/Finance Committee’s pre-approval process for engagements for audit, audit-related and non-audit services by the Company’s primary external auditor.

III.       Pre-approval Process

A.        Audit Services

1. All audit services to be performed by the primary external auditor will be performed pursuant to a written engagement letter which outlines the scope and nature of the services and the fees to be paid for such services.

2. With respect to the annual audit of the Company’s financial statements by the primary external auditor, the Audit/Finance Committee shall pre-approve the selection of the primary external auditor and shall pre-approve the form of engagement letter relating to such engagement and all audit services contemplated thereby. In the event additional audit services are to be performed by the primary external auditor which are outside the scope of the initial engagement letter, an addendum to the engagement letter describing the additional services shall be submitted to the Audit/Finance Committee for pre-approval.

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B.        Audit-Related Services

1. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor.  Because the Audit/Finance Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with the Securities and Exchange Commission’s rules on auditor independence, the Audit/Finance Committee may grant pre-approval of specific audit-related services at the time of approving the engagement of the primary external auditor as contemplated by Section A above.  Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.

2. A list of specific audit-related services that have been pre-approved by the Audit/Finance Committee at the time of the engagement of the primary external auditor will be attached to the primary external auditor’s engagement letter.  All other audit-related services not so listed must be specifically approved by the Audit/Finance Committee.

C.        Non-Audit Services

1. In connection with any proposed engagement for non-audit services, the scope, nature and anticipated fees for such services shall be agreed upon by management and the external auditor, who then shall then obtain the verbal consent of the Chairman of the Audit/Finance Committee to proceed with the proposed engagement.  Engagement letters for non-audit services may be signed either by Company’s Chief Financial Officer (“CFO”) or any Company employee designated by the CFO, or by the Chairman of the Audit/Finance Committee.

2. All engagements for non-audit services by the primary external auditor which are approved by the Audit/Finance Committee shall be disclosed to investors in periodic reports as may be required the Securities Exchange Act of 1934.

3. The requirement for pre-approval by the Audit/Finance Committee of an engagement for non-audit services by the Company’s primary external auditor shall be waived if each of the following conditions are satisfied:

a. The aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its primary external auditor during the fiscal year in which the non-audit services are provided;

b. Such services were not recognized by the Company at the time of the engagement to be non-audit services¹; and

c. Such services are promptly brought to the attention of the Audit/Finance Committee and approved pursuant to the procedures under paragraph 2 above.

D.        Delegation of Authority

The Audit/Finance Committee Chairman may approve any engagements listed above on behalf of the full committee provided that such engagements are reported to the full committee.