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): May 24, 2005
Mayfair Mining & Minerals, Inc.
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(Exact name of registrant specified in Charter)
Nevada 333-102117 45-0487294
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Paxhill, Park Lane,
Lindfield, West Sussex, UK, RH16 2QS
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(Address of principal executive offices, including Zip Code)
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 44-(1444)-487100
No Change
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(Former name and 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 24, 2005, the Company entered into a joint venture agreement with an
Angola company, Bepigma Lda. ("Bepigma"). Mayfair has acquired, through its
wholly-owned UK subsidiary, a 70% interest in the Ucua Pegmatite Complex (the
"Complex") in Bengo Province, a short distance to the north east of Luanda, the
capital of Angola. Bepigma has retained a 30% in the Complex. The licence to
develop the Complex, which is held by Bepigma, covers an area of 1369 square
kilometres and was previously the subject of a major investigation in the 1980's
by a Russian led geological team. Subsequent to this activity, no further
development took place due to the Civil War in the country. Mayfair proposes to
prospect the area for Beryl-related minerals, including emeralds, aquamarine,
chrysoberyl and alexandrite, as part of its on-going interest in gemstone
exploration and production. The extensive database of the earlier work has been
made exclusively available to Mayfair and this is expected to result in the
rapid targeting of an exploration program. The area is also prospective for
Copper and Zinc, with targets already defined in the earlier Russian work.
Existing discoveries of Beryllium and Niobium will also be evaluated. Beryllium
is used in the aerospace industry and high temperature alloys. Niobium is used
for alloys in specialist metals and is also one of the important group of metals
that can be used in superconductivity environments.
The terms of the agreement with Bepigma include a two-year work program and an
investment of up to US$2.25 million dollars over three years, all at the
discretion of Mayfair, which has all financial and operational control over the
proposed project. Mayfair has 60 days from May 24, 2005, to approve and submit a
work program to the Angola Ministry of Mines. An initial payment of US$45,000
has to be paid to the Ministry of Mines as a security bond and a further
US$40,000 is payable within 90 days for the Mining Development Program. A
finder's fee, which is under negotiation, is payable to an unrelated third party
on the transaction.
The license to develop the Complex is valid for a period of 3 years, commencing
May 24, 2005, and in the next 60 days Mayfair intends to obtain approval of its
proposed work program from the Ministry of Mines and Geology.
There are no material relationships between the registrant or its affiliates and
any of the parties, other than in respect of the agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits: Press Release
SIGNATURES
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.
MAYFAIR MINING & MINERALS, INC.
By: /s/ "Clive de Larrabeiti"
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Clive de Larrabeiti, President