UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 2010
Razor Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-51973
N/A
(State or other jurisdiction of (Commission File Number) (IRS
Employer
incorporation)
Identification No.)
3001-1600 Glenarm Street, Denver CO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303.506.1633
N/A
(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))
Explanatory Note:
This Amendment No. 1 to our Current Report on Form 8-K is being
filed to include the Amended Agreement with Mayan Gold as Ex.99 A4
which was inadvertently not included previously in Form 8-K, filed
with the Securities and Exchange Commission on November 30, 2010.
The form has also been re-formatted in the correct Form 8-K format.
Item 1.01 Entry Into a Material Definitive Agreement
On November 29, 2010 Razor Resources Inc. ("Razor
Resources Inc." or the "Company") announces that an agreement has
been made between the Company, Compania Minera Cerros Del Sur S.A.
("Cerros"), and Mayan Gold, Inc. ("Mayan") to amend and improve
their previous agreement regarding the ownership and operation by
the Company of the Clavo Rico mine located in the Cholutecca region
of Honduras. This agreement to amend the Stock Exchange Agreement
dated February 9, 2010 was completed on November 26, 2010.
On February 9, 2010, Razor acquired 99% of Cerros, which owns the
Clavo Rico mine, through a share exchange agreement with Mayan. In
exchange for their interest in Cerros, Mayan received 35.5M shares
of Razor Resources, Inc. with a valuation of $17.75M USD. In
addition, payment obligations to Mayan totalling $2.0M USD, of which
$570,000 has been paid by the Company earlier this year, were agreed
upon. In total, the valuation of the Clavo Rico mine acquisition by
the Company approximated $20M USD.
Razor, under the new agreement, has now committed to investing $2.0M
USD over the course of the next six months. These funds will be
utilized to upgrade and improve equipment, increase the geological
team, commence an expanded drill program, and construct and install
a heap leach pad. The Company is confident that these measures will
lead to an immediate and significant increase in production that
will allow the Company to build further shareholder value.
Forward-Looking Statements
This current report contains "forward-looking statements," as that
term is defined in Section 27A of the United States Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Statements in this press release which are not purely historical are
forward-looking statements and include any statements regarding
beliefs, plans, expectations or intentions regarding the future,
including but not limited to, continuing production from the "Clavo
Rico Mine," or the generation of positive cash flow as a result,
updating of the corporate website or the availability of an
independent geological report outlining the concessions, their
production, and their potential.
Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors
include, among others, the inherent uncertainties associated with
mineral exploration and difficulties associated with obtaining
financing on acceptable terms. We are not in control of gold prices
and these could vary to make development uneconomic. These
forward-looking statements are made as of the date of this news
release, and we assume no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ
from those projected in the forward-looking statements. Although we
believe that the beliefs, plans, expectations and intentions
contained in this press release are reasonable, there can be no
assurance that such beliefs, plans, expectations or intentions will
prove to be accurate. Investors should consult all of the
information set forth herein and should also refer to the risk
factors disclosure outlined in our most recent annual report for our
last fiscal year, our quarterly reports, and other periodic reports
filed from time-to-time with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
99 A4 Other Agreements
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.
RAZOR RESOURCES INC.
/s/ Sam Nastat
Sam Nastat
President, Chief Executive Officer and Director
Date: November 30, 2010
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