UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Period March 2015 File No. 0-55349
Focus Ventures Ltd.
(Name of Registrant)
200 Burrard Street, Suite 650, Vancouver, British Columbia, Canada V6C 3L6
(Address of principal executive offices)
1.
Material Change Report dated March 10, 2015
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
FORM 20-F x
FORM 40-F ¨
Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨
No x
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Focus Ventures Ltd.
(Registrant)
Dated: March 20, 2015 | By: /s/ David Cass David Cass President |
MATERIAL CHANGE REPORT
FORM 51-102F3
National Instrument 51-102
This is a Material Change Report Under Section 7.1 of National Instrument 51-102.
ITEM 1:
NAME AND ADDRESS OF COMPANY
Focus Ventures Ltd. (the “Company” or “Focus”)
200 Burrard Street, Suite 650
Vancouver, BC V6C 3L6
ITEM 2:
DATE OF MATERIAL CHANGE
March 10, 2015
ITEM 3:
NEWS RELEASE
March 10, 2015 via Marketwire
ITEM 4:
SUMMARY OF MATERIAL CHANGE
The Company has reported on several transactions that will allow it to purchase 70% of Juan Paulo Quay S.A.C. (“JPQ”), the title holder of the Bayovar 12 concession in Peru, and provide immediate funding for its ongoing operations including the Preliminary Economic Assessment study.
ITEM 5:
FULL DESCRIPTION OF MATERIAL CHANGE
Acquisition of 70% of JPQ
The Company’s Peruvian subsidiary, Agrifos Peru S.A.C. has signed a purchase agreement with the shareholders (the “Vendors”) of JPQ, titleholder of the Bayovar 12 concession, whereby the Company will pay to the Vendors US$4.0 million to purchase an outright 70% interest in shares of JPQ (the “Bayovar Interest”), and thereby cancelling its previously granted option agreement to earn such interest. The terms of the purchase agreement are as follows:
·
the Company will purchase the Bayovar Interest by paying US$4 million cash to the Vendors;
·
the Company will commit to spending a minimum of US$14 million in development of the Project, without dilution to the Vendors’ remaining 30% interest;
·
if after spending US$14 million, further funding is needed to determine the viability of a phosphate operation, the Company will make additional expenditures of up to US$4 million of which 30% will be treated as a loan to the Vendors;
·
the Company has agreed to complete a pre-feasibility study by December 31, 2015 or else a US$500,000 penalty payment will be due to the Vendors, plus additional $500,000 penalty payments for each additional year that the study is not completed, to a maximum of US$2,000,000 in penalty payments;
·
port and loading services for the future export of phosphate rock will be provided by the Vendors at commercial rates at the JPQ Maritime Terminal located 40km west of the Bayovar 12 Project;
·
the Vendors will maintain responsibility for gypsum operations on the concession until the completion of the pre-feasibility study; and
·
the Company will retain a right of first refusal for the purchase of the Vendors’ 30% interest in JPQ.
Loan Facility
In order to provide funding for the purchase of the Bayovar Interest and for further advancement of the Bayovar 12 Project, the Company has executed a Term Sheet with Sprott Resource Lending Partnership (the “Lender”) in respect of a US$5.0 million secured loan facility (the “Facility”).
The Facility is subject to a number of conditions, including among other things completion of non-technical due diligence, completion of loan documentation, approval by the Lender’s partners, and approval by the TSX Venture Exchange. Focus and the Lender are targeting satisfaction of the conditions precedent and first draw down of the Facility on or about 25 March, 2015.
Key terms of the Facility are:
·
Facility amount of US$5.0 million, with an interest rate of 12% per annum;
·
Facility to be repaid by September 30, 2016;
·
Repayable prior to maturity, in full or in part, at the option of Focus, provided a minimum of 6 months of interest has been paid; and
·
Structuring fee of US$75,000 cash, a drawdown fee equal to 2.5% of the amount drawn, and a commitment fee (“Commitment Fee”) of 1,250,000 warrants to purchase shares of Focus exercisable for five years at a 30% premium to market.
In addition, Focus has agreed to an exclusivity period through April 27, 2015, where it is restricted from engaging in discussions with alternate finance providers. Should Focus elect not to proceed with the Facility (in a situation where the Lender is prepared to complete the closing and advance the Facility), Focus is required to pay a fee to the Lender equal to 50% of the Commitment Fee.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Sprott Resource Lending Partnership is a natural resource lender focused on providing financing to mining and oil and gas companies. In July 2013, Sprott Inc. completed the acquisition of Sprott Resource Lending Partnership which now operates as a subsidiary of Sprott Inc.
Royalty Sale
In order for the Company to continue funding the Bayovar 12 Project through its current operations and engineering studies, it has agreed to sell to Radius Gold Inc. (“Radius”) (TSXV: RDU) a royalty equal to 2% on the Company’s 70% interest in future phosphate production from the Bayovar 12 concession for the sum of US$1.0 million. The Company will have the right for 12 months to buy back one-half of the royalty for US$1.0 million. If Radius decides to sell any of its royalty interest in the future, the Company will retain a first right of refusal.
Focus and Radius have two common directors, and the transaction is subject to TSX Venture Exchange approval.
ITEM 6:
RELIANCE OF SUBSECTION 7.1(2) of NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7:
OMITTED INFORMATION
Not applicable.
ITEM 8:
EXECUTIVE OFFICER
David Cass, President
Telephone: 604-688-5288
ITEM 9:
DATE OF REPORT
March 10, 2015