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 April 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.
News Release dated April 9, 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 10, 2015 | By: /s/ David Cass David Cass President |
On April 9, 2015, Focus Ventures Ltd. announced that it proposes to complete a non-brokered private placement financing of up to 15.0 million units at CAD$0.20 per unit, for proceeds of up to CAD$3.0 million. Excerpts from the announcement are set forth below:
Focus Proposes CAD$3.0 Million Private Placement
April 9, 2015; Vancouver, Canada: Focus Ventures Ltd. (FCV.V) announces that it proposes to complete a non-brokered private placement financing of up to 15.0 million units at CAD$0.20 per unit, for proceeds of up to CAD$3.0 million. Each unit will consist of one common share and one full warrant, each full warrant entitling the holder to purchase one additional common share of the Company at CAD$0.265 for two years from closing. If the closing price of the Company’s shares exceeds CAD$0.40 for a period of 10 consecutive trading days, the Company may accelerate the expiry of the warrants by giving notice in writing to the holders, and in such case, the warrants will expire on the 30th day after the date on which such notice is given.
A 7% cash finder’s fee may be paid on a portion of the placement.
The proceeds of the placement will be used to make a US$1.5 million prepayment on its loan from Sprott Resource Lending Partnership, for exploration of the Bayovar 12 phosphate project in Peru, and for general working capital purposes.
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.
ON BEHALF OF THE BOARD
David Cass, President
Contact: Ralph Rushton
Tel: (604) 630-5544; Fax: (604) 682-1514
Email: info@focusventuresltd.com
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Company’s plans to complete the private placement, and how the financing proceeds will be allocated. Often, but not always, these forward looking statements can be identified by the use of words such as “estimate”, “estimates”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “upgraded”, “offset”, “limited”, “contained”, “reflecting”, “containing”, “remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, completing the private placement on the terms stated and the expenditure of the financing proceeds as intended; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company’s quarterly and annual filings with securities regulators and available under the Company’s profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that the Company will obtain stock approval to, and complete, the private placement on the terms stated; that the Company will spend the financing proceeds as intended; and that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.