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 June 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 June 4, 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 June 11, 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
June 4, 2015
ITEM 3:
NEWS RELEASE
June 4, 2015 via Marketwire
ITEM 4:
SUMMARY OF MATERIAL CHANGE
The Company has completed a non-brokered private placement financing of 20.0 million units at CAD$0.20 per unit, for gross proceeds of CAD$4.0 million.
ITEM 5:
FULL DESCRIPTION OF MATERIAL CHANGE
The Company has completed a non-brokered private placement financing of 20.0 million units at CAD$0.20 per unit, for gross proceeds of CAD$4.0 million. Each unit consists 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.
The common shares and warrants issued in the placement are subject to a resale restriction until October 4, 2015. Cash finder’s fees totaling CAD$126,602 have been paid on a portion of the placement.
The proceeds of the placement will be used to make a US$1.5 million prepayment on the Company’s loan from Sprott Resource Lending Partnership, for exploration and development of the Bayovar 12 phosphate project in Peru, and for general working capital purposes.
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
June 4, 2015