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
Date of Report (Date of earliest event reported): March 1, 2022
BRAZIL MINERALS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55191 | 39-2078861 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Rua Vereador João Alves Praes nº 95-A
Olhos D’Água, MG 39398-000, Brazil
(Address of principal executive offices, including zip code)
(833) 661-7900
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2. below):
| ☐ | 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) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CAUTIONARY NOTE
Our disclosure and analysis in this Current Report on Form 8-K for Brazil Minerals, Inc. (the “Company”) contains some forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, they are subject to several risks and uncertainties.
Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.
You are advised to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors. Other factors besides those discussed in this Current Report could also adversely affect us.
Under Item 1300 of Regulation S-K (“Regulation S-K 1300”), mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Currently we have no reserves as such term is defined under Regulation S-K 1300.
Item 8.01 Other Events.
The Company’s Minas Gerais Lithium Project (the “Project”) consists of 44 mineral rights spread over 45,456 acres (184 km2). It is predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Geological Survey of Brazil and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite. Generally, lithium derived from pegmatites is less costly to purify for uses in high technology applications than lithium obtained from brine. Such applications include the battery supply chain for electric vehicles, an area of expected high growth for the next several decades.
The Project is overseen by two geologists who are “qualified persons” for lithium within the meaning of such term set forth in Regulation S-K 1300. Such geology team has identified in the Project at least two defined and distinct mineralized ore bodies, both containing spodumene, a lithium-bearing mineral. Geochemical analysis at an independent laboratory of spodumene samples has now indicated the presence of bands of lithium mineralization at concentrations that hold promise for potential economic exploration. Given these preliminary results, the Company, in parallel with continued exploration of new targets and quantification of its deposits, plans to initiate metallurgical studies which will include a spodumene processing route for a commercial product.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRAZIL MINERALS, INC. | ||
| Dated: March 2, 2022 | By: | /s/ Marc Fogassa |
| Name: | Marc Fogassa | |
| Title: | Chief Executive Officer | |
