UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 2)*
ROYAL MINES AND MINERALS CORP.
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
78033P 10 1
(CUSIP Number)
JASON S. MITCHELL, MANAGING MEMBER,
E-ORE HOLDINGS,
LLC
2580 Anthem Village Drive, #112
Henderson, NV 89052 (702)
588-5973
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 18, 2011
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d -1(e), 240.13d
-1(f) or 240.13d -1(g), check the following box [ ].
1.
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Name of Reporting Person:
E-ORE HOLDINGS,
LLC
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2.
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Check the Appropriate Box if a Member of a Group (
See
Instructions)
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(a)
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[_]
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(b)
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[_]
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NOT APPLICABLE
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instruction):
AF
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5.
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Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
N/A
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6.
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Citizenship or Place of Organization:
NEVADA
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Number of Shares Beneficially by Owned by Each Reporting Person
With:
7.
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Sole Voting
Power:
61,040,000
SHARES
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8.
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Shared Voting
Power:
0
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9.
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Sole Dispositive
Power:
61,040,000
SHARES
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10.
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Shared Dispositive
Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person:
61,040,000
SHARES
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (
See
Instructions):
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NOT APPLICABLE
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13.
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Percent of Class Represented by Amount in Row
(11):
34.7%
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14.
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Type of Reporting Person (
See
Instructions):
CO
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Page 2 of 6
This Schedule 13D/A (Amendment No. 2) is being filed by E-Ore
Holdings, LLC pursuant to Section 240.13d -2(a) of the Securities Exchange Act
of 1934 to amend and supplement the Schedule 13D of the Reporting Person
originally filed with the United States Securities and Exchange Commission on
September 3, 2009, as amended February 5, 2010. Except as specifically amended
hereby, the disclosure set forth in the previously filed Schedule 13D shall
remain unchanged.
ITEM 1.
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SECURITY AND ISSUER.
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The class of equity securities to which this Schedule 13D
Statement relates is shares of common stock, par value $0.001 per share, of
Royal Mines And Minerals Corp., (formerly Centrus Ventures Inc.) a Nevada
corporation (the Issuer). The principal executive offices of the Issuer are
located at 2580 Anthem Village Drive, #112, Henderson, NV 89052.
ITEM 2.
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IDENTITY AND BACKGROUND
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A.
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Name of Person filing this Statement:
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E-ORE HOLDINGS, LLC
(the Reporting
Person)
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B.
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Residence or Business Address:
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The business address of the Reporting Person is
2580 Anthem Village Drive, #112, Henderson, NV 89052.
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C.
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Present Principal Occupation and Employment:
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The Reporting Person is a limited liability company
formed in the State of Nevada. It is an investment holdings company. The
principal executive office of the Reporting Person is located at 2580
Anthem Village Drive, #112, Henderson, NV 89052.
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D.
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The Reporting Person has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
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E.
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The Reporting Person has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
where, as a result of such proceeding, there was or is a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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F.
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Citizenship: The Reporting Person is a Nevada
limited liability company incorporated in the State of Nevada.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
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Item 3 of the previously filed Schedule 13D is amended to
read as follows:
On January 18, 2011, the Reporting Person acquired 7,020,000
Units to offset the amount of $351,000 owed by the Issuer to the Reporting
Person. Each Unit is comprised of one share of the Issuer's common stock (each a
"Private Placement Share") and one share purchase warrant (each a "Warrant"),
with each Warrant entitling the holder to purchase an additional share of the
Issuer's common stock for a period of two years at an exercise price of $0.10 US
per share.
Page 3 of 6
On May 21, 2010, the Reporting Person acquired, in a private
transaction with Harold Moll, 2,000,000 shares of the Issuers common stock and
warrants to purchase 2,000,000 shares of the Issuers common stock exercisable
at a price of $0.10 US per share for a period expiring July 15, 2011.
On January 31, 2010, the Reporting Person acquired 18,000,000
Units for cash proceeds of $100,000 and to offset the amount of $800,000 owed by
the Issuer to the Reporting Person. Each Unit is comprised of one share of the
Issuer's common stock (each a "Private Placement Share") and one share purchase
warrant (each a "Warrant"), with each Warrant entitling the holder to purchase
an additional share of the Issuer's common stock for a period of two years at an
exercise price of $0.10 US per share.
On August 18, 2009, the Reporting Person acquired 3,500,000
units purchased at a price of $0.10 per unit for total proceeds of $350,000.
Each Unit is comprised of one share of the Issuer's common stock (each a
"Private Placement Share") and one share purchase warrant (each a "Warrant"),
with each Warrant entitling the holder to purchase an additional share of the
Issuer's common stock for a period of two years at an exercise price of $0.20 US
per share. The 3,500,000 units were purchased by the Reporting Person to offset
the amount of $350,000 owed by the Issuer to the Reporting Person.
ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of the previously filed Schedule 13D is amended to
read as follows:
The 7,040,000 Private Placement Shares and 7,040,000
Warrants of the Issuer purchased on January 18, 2011 by the Reporting Person
were acquired for investment purposes.
The 2,000,000 Shares and 2,000,000 Warrants of the Issuer
purchased on May 21, 2010 by the Reporting Person were acquired for investment
purposes.
The 18,000,000 Private Placement Shares and 18,000,000 Warrants
of the Issuer purchased on January 31, 2010 by the Reporting Person were
acquired for investment purposes.
The 3,500,000 Private Placement Shares and 3,500,000 Warrants
of the Issuer purchased on August 18, 2009 by the Reporting Person were acquired
for investment purposes.
Depending on market conditions and other factors, the Reporting
Person may acquire additional shares of the Issuers common stock as it deems
appropriate, whether in open market purchases, privately negotiated transactions
or otherwise. The Reporting Person also reserves the right to dispose of some or
all of the shares in the open market, in privately negotiated transactions to
third parties or otherwise.
As of the date hereof, except as otherwise disclosed above,
the Reporting Person does not have any plans or proposals which relate to or
would result in:
(a)
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the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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(d)
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any change in the present board of directors or
management of the Issuer including any plans or proposals to change the
number of term of directors or to fill any existing vacancies on the
board;
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(e)
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any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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any other material change in the Issuers business or
corporate structure;
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(g)
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changes in the Issuers Articles of Incorporation or
other actions which may impede the acquisition of control of the Issuer by
any person;
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Page 4 of 6
(h)
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causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
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(j)
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any action similar to any of those enumerated
above.
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ITEM 5.
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INTEREST IN SECURITIES OF THE
ISSUER.
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Item 5 of the previously filed Schedule 13D is amended to
read as follows:
(a)
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Aggregate Beneficial
Ownership:
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As of January 18, 2011, the
Reporting Person beneficially owns the following securities of the Issuer:
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Title of Security
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Amount
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Percentage of Shares of
Common
Stock
(1)
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Common Stock
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61,040,000 Shares Direct
(2)
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34.7% Direct
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Under Rule 13d-3, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting power, which
includes the power to vote, or to direct the voting of shares; and (ii)
investment power, which includes the power to dispose or direct the disposition
of shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power to
dispose of the shares). In addition, shares are deemed to be beneficially owned
by a person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As
a result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the persons actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on the
date of this Statement.
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(1)
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Applicable percentage of ownership is based on
145,555,352 shares of common stock outstanding as of January 18, 2011,
plus any securities held by such security holder exercisable for or
convertible into common shares within sixty (60) days after the date of
this Report, in accordance with Rule 13d-3(d)(1) under the Securities
Exchange Act of 1934, as amended.
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(2)
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Consists of 30,520,000 Shares held by the Reporting
Person and warrants to acquire 30,520,000 Shares.
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(b)
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Power to Vote and Dispose of the Issuer Shares:
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The Reporting Person has the sole power to vote or to direct
the vote of the 30,520,000 Private Placement Shares and 30,520,000 Warrants held
by it and has the sole power to dispose of or to direct the disposition of the
Shares held by it.
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Page 5 of 6
(c)
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Transactions Effected During the Past 60
Days:
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Except for the acquisition of the 7,020,000 Private
Placement Shares and 7,020,000 Warrants on January 18, 2011 described
above, the Reporting Person has not effected any transactions in the
Issuers securities during the 60 days prior to the date of this
Statement.
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(d)
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Right of Others to Receive Dividends or Proceeds of
Sale:
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Not Applicable.
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(e)
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Date Ceased to be the Beneficial Owner of More Than
Five Percent:
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Not Applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE
ISSUER.
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None.
ITEM 7.
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MATERIAL TO BE FILED AS
EXHIBITS.
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
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01/20/2011
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Date
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/s/
Jason S. Mitchell, Managing Member
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Signature
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Jason S. Mitchell / Managing Member
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E-Ore Holdings LLC
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Name/Title
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Page 6 of 6
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