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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
__________
(Mark One) |
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year Ended January 31, 2016 |
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _______________ to ________________ |
Commission File Number 000-52055
RED METAL RESOURCES LTD.
(Exact name of registrant as specified in its charter)
Nevada |
| 20-2138504 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1158 Russell Street, Unit D, Thunder Bay, ON P7B 5N2
(Address of principal executive offices)
Registrant's telephone number, including area code: (807) 345-7384
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which each is registered |
N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] |
| Accelerated filer [ ] |
Non-accelerated filer [ ] |
| Smaller reporting company [X] |
(Do not check if a smaller reporting company) | ||
Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. As of July 31, 2015, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and ask price of the common equity was $1,152,398.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The number of shares of the registrant's common stock, $0.001 par value per share, outstanding as of April 29, 2016 was 34,290,302.
TABLE OF CONTENTS
GLOSSARY OF SELECTED MINING AND TECHNICAL TERMS | 1 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS | 2 |
ITEM 1: BUSINESS | 2 |
ITEM 1A: RISK FACTORS | 22 |
ITEM 1B: UNRESOLVED STAFF COMMENTS | 27 |
ITEM 2: PROPERTIES | 27 |
ITEM 3: LEGAL PROCEEDINGS | 27 |
ITEM 4: MINE SAFETY DISCLOSURES | 27 |
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 27 |
ITEM 6: SELECTED FINANCIAL DATA | 29 |
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 29 |
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 36 |
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 36 |
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 39 |
ITEM 9A: CONTROLS AND PROCEDURES | 39 |
ITEM 9B: OTHER INFORMATION | 40 |
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 40 |
ITEM 11: EXECUTIVE COMPENSATION | 43 |
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 44 |
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 44 |
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES | 46 |
ITEM 15: EXHIBITS | 47 |
SIGNATURES | 48 |
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GLOSSARY OF SELECTED MINING AND TECHNICAL TERMS
The following is a glossary of selected mining terms used in the United States and Canada and referenced in this Annual Report on Form 10-K:
Table 1. Glossary
Term | Definition |
Ag | Silver |
Assay | A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained. |
Au | Gold |
Bulk sample | A large sample of mineralized rock, frequently hundreds of tonnes, selected in such a manner as to be representative of the potential mineral deposit (orebody) being sampled and used to determine metallurgical characteristics. |
Core | The long cylindrical piece of rock, about an inch in diameter, brought to surface by diamond drilling |
Core sample | One or several pieces of whole or split parts of core selected as a sample for analysis or assay. |
Cross-cut | A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody. The term is also used to signify that a drill hole is crossing the mineralization at or near right angles to it. |
Cu | Copper |
Cut-off grade | The lowest grade of mineralized rock that qualifies as ore grade in a given deposit, and is also used as the lowest grade below which the mineralized rock currently cannot be profitably exploited. Cut-off grades vary between deposits depending upon the amenability of ore to gold extraction and upon costs of production. |
Diorite | An intrusive igneous rock composed chiefly of sodic plagioclase, hornblende, biotite or pyroxene. |
Drift | A horizontal or nearly horizontal underground opening driven along a vein to gain access to the deposit. |
Exploration | Prospecting, sampling, mapping, diamond drilling and other work involved in searching for or defining a mineral deposit. |
Fault | A break in the earth's crust caused by tectonic forces which have moved the rock on one side with respect to the other. |
Grade | Term used to indicate the concentration of an economically desirable mineral or element in its host rock as a function of its relative mass. With gold or silver, this term may be expressed as grams per tonne (g/t) or ounces per tonne (opt or oz/t). |
Gram | 0.0321507 troy ounces |
g/t | Grams per metric tonne |
Hydrothermal | Processes associated with heated or superheated water, especially mineralization or alteration. |
Km | Kilometre(s). Equal to 0.62 miles. |
M | Metre(s). Equal to 3.28 feet. |
Metamorphic | Affected by physical, chemical, and structural processes imposed by depth in the earth's crust. |
Mine | An excavation on or beneath the surface of the ground from which mineral matter of value is extracted. |
Net Smelter Return ("NSR") | A payment made by a producer of metals based on the value of the gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs. |
Orebody | A term used to denote the mineralization contained within an economic mineral deposit. |