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
April 7, 2010
Date of Report (Date of earliest event reported)
CONTACT MINERALS CORP.
(Exact name of registrant as specified in its charter)
| NEVADA | 000-52879 | 39-2060052 |
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
| incorporation) | Number) | |
| 595 Hornby Street, Suite 706 | |
| Vancouver, BC, Canada | V6C 2E8 |
| (Address of principal executive offices) | (Zip Code) |
(604) 629-1007
(Registrant's telephone number, including area code)
Not applicable
(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))
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDERAN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
See discussion under Item 3.02 below, which discussion is incorporated by reference herein.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES. |
On April 7, 2010, Contact Minerals Corp. (the “Company”) issued an aggregate of $37,500 of 10% convertible notes (the "Issued Notes") under a private placement offering approved by the Company's Board of Directors on January 8, 2009. The Notes are due on January 31, 2011, bear interest at 10% per annum payable annually and may be converted into such number of shares of the Company’s common stock as shall be equal to the principal amount of the Note to be converted divided by the lesser of $0.05 or 75% of the average trading price of the Company’s common stock for the 10 trading days immediately preceding the date of conversion.
This private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company did not engage in a distribution of this offering in the United States. The investor represented that he was not a US person as defined in Regulation S, and has provided representations indicating that he was acquiring the Company’s securities for investment purposes only and not with a view towards distribution.
The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
Attached as Exhibit 99.1 to this report, and incorporated by reference herein, is a news release that Contact Minerals Corp. (the “Company”) disclosing the issuance on April 7, 2010 of the Convertible Notes as described above.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| Exhibit Number | | Description of Exhibit |
| 4.1 | | Form of Convertible Note.(1) |
| 99.1 | | News Release. |
(1) Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 12, 2010.
2
SIGNATURE
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. |
| | | |
| Date: April 8, 2010 | | |
| | By: | /s/ Kerry J. McCullagh |
| | | |
| | | KERRY J. MCCULLAGH |
| | | Chief Executive Officer, Chief Financial Officer, |
| | | President, Secretary and Treasurer |
3
