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 for March 26, 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: April 6, 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 26, 2015
ITEM 3:
NEWS RELEASE
March 30, 2015 via Marketwire
ITEM 4:
SUMMARY OF MATERIAL CHANGE
The Company has completed a US$5 million loan facility from lenders led by Sprott Resource Lending Partnership and the purchase of an outright 70% interest in Juan Paulo Quay S.A.C., the title holder of the Bayovar 12 concession, for US$4 million.
ITEM 5:
FULL DESCRIPTION OF MATERIAL CHANGE
The Company has completed a US$5 million loan facility from lenders (the “Lenders”) led by Sprott Resource Lending Partnership and the purchase of an outright 70% interest in Juan Paulo Quay S.A.C., the title holder of the Bayovar 12 concession, for US$4 million.
As part consideration for the loan facility, the Company has issued a total of 1,018,554 common shares at a deemed price of CDN$0.215 per share to the Lenders. These shares have a resale restriction which expires on July 27, 2015.
The securities referred to in this report 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 report 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.
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 26, 2015