UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 5)*
ROYAL MINES AND MINERALS
CORP.
(Name of Issuer)
COMMON SHARES
(Title of Class of
Securities)
78033P 10 1
(CUSIP Number)
K. IAN MATHESON
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 [ ].
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1.
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Name of Reporting Person:
K. IAN
MATHESON
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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):
PF (Personal
Funds)
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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:
CANADIAN
CITIZEN
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Number of Shares Beneficially by Owned by Each Reporting Person
With:
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7.
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Sole Voting
Power:
29,931,000 SHARES
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8.
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Shared Voting
Power:
69,640,000 SHARES
(1)
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9.
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Sole Dispositive
Power:
29,931,000 SHARES
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10.
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Shared Dispositive
Power:
69,640,000 SHARES
(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person:
99,571,000 SHARES
(1)
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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):
51.9%
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14.
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Type of Reporting Person (
See
Instructions):
IN (Individual)
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(1)
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Item 5(b) below describes the capacities in which the Reporting Person has shared power to vote, direct the vote, dispose of or to direct the disposition of the 69,640,000 Shares indicated above.
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Page 2 of 8
This Schedule 13D/A (Amendment No. 5) is being filed by K. Ian
Matheson 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 filed with
the United States Securities and Exchange Commission on October 9, 2007, as
amended January 27, 2009, March 11, 2009, September 2, 2009 and February 5,
2010. Except as specifically amended hereby, the disclosure set forth in the
previously filed Schedule 13D shall remain unchanged.
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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.
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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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K. IAN MATHESON
(the
“Reporting Person”)
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B.
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Residence or Business Address:
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The residential address of the
Reporting Person is 2215 Lucerne Circle, Henderson, NV 89014.
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C.
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Present Principal Occupation and
Employment:
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The Reporting Person is the
interim Chief Executive Officer and a Director of Royal Mines And Minerals
Corp., a Nevada company quoted on the Over-The-Counter Bulletin Board. The
principal executive office of Royal Mines And Minerals Corp. is located at
2580 Anthem Village Drive, #112, Henderson, NV 89052. The Reporting Person
is a member of the British Columbia Institute of Chartered Accountants and
the Canadian Institute of Chartered Accountants. The Reporting Person has
been a director and officer of numerous private companies that have been
involved in the research and development of precious metals in the
southern Nevada area.
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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 citizen of Canada.
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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 directly and
indirectly acquired voting and dispositive power over an aggregate of 10,820,000
units purchased at a price of $0.05 per unit for total proceeds of $541,000.
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 $0.10 US
per share.
Page 3 of 8
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3,800,000 Units were purchased directly by the Reporting Person and
registered in his name. The
purchase price offset the amount of
$190,000 owed by the Issuer to the Reporting Person;
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7,020,000 Units were purchased by E-Ore Holdings, LLC. The purchase
price offset the amount of
$351,000 owed by the Issuer to E-Ore
Holdings, LLC. The Reporting Person indirectly holds the
7,020,000
Units in his capacity as a 1/8
th
managing member of
E-Ore Holdings, LLC and, as such,
shares voting and dispositive power
as a result of his being a 1/8
th
managing member of
E-Ore
Holdings, LLC with seven other managing members of E-Ore
Holdings, LLC.
On May 21, 2010, the Reporting Person, in a private
transaction between E-Ore Holdings LLC and Harold Moll, indirectly acquired
voting and dispositive power over 2,000,000 shares of the Issuer’s common stock
and warrants to purchase 2,000,000 shares of the Issuer’s common stock
exercisable at a price of $0.10 US per share for a period expiring July 15,
2011.
Also on May 21, 2010, the Reporting Person, in a private
transaction between Gold Crown Holdings LLC and Harold Moll, indirectly acquired
voting and dispositive power over 1,000,000 shares of the Issuer’s common stock.
On January 31, 2010, the Reporting Person indirectly acquired
voting and dispositive power over an aggregate of 21,400,000 units purchased at
a price of $0.05 per unit for total proceeds of $1,070,000. 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 $0.10 US per share.
The 21,400,000 Units were indirectly acquired by the Reporting
Person as follows:
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18,000,000 Units were purchased by E-Ore Holdings, LLC for cash proceeds
of $100,000 and to offset the amount of $800,000 owed by the Issuer to E-Ore
Holdings, LLC. The Reporting Person indirectly holds the Private Placement
Shares and Warrants in his capacity as a 1/8
th
managing member of
E-Ore Holdings, LLC and, as such, shares voting and dispositive power as a
result of his being a 1/8
th
managing member of E-Ore Holdings, LLC
with seven other managing members of E- Ore Holdings, LLC.
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3,000,000 Units were purchased by Gold Crown Holdings LLC for cash
proceeds of $150,000. The Reporting Person indirectly holds the Private
Placement Shares and Warrants in his capacity as a 38.3% managing member of
Gold Crown Holdings LLC and, as such, shares voting and dispositive power as a
result of his being a 38.3% managing member of Gold Crown Holdings LLC with
one other managing member and nine other members of Gold Crown Holdings LLC.
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400,000 Units were purchased by Royal City Minerals Inc., a company
controlled by the Reporting Person, to offset the amount of $20,000 owed by
the Issuer to Royal City Minerals Inc.
On August 18, 2009, the Reporting Person indirectly acquired
voting and dispositive power over 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 E-Ore Holdings, LLC to offset the amount of $350,000 owed by the
Issuer to E-Ore Holdings, LLC. The Reporting Person indirectly holds the Private
Placement Shares and Warrants in his capacity as a 1/8
th
managing
member of E-Ore Holdings, LLC and, as such, shares voting and dispositive power
as a result of his being a 1/8
th
managing member of E-Ore Holdings,
LLC with seven other managing members of E-Ore Holdings, LLC.
Page 4 of 8
The Reporting Person's acquisition of the 3,500,000 Private
Placement Shares and the right to acquire an additional 3,500,000 shares of the
Issuer's common stock on exercise of the Warrants resulted in a material
increase in the percentage of the Issuer's common stock beneficially owned by
him.
On February 24, 2009, the Reporting Person acquired an
aggregate of 8,400,000 units at a price of $0.05 per unit for total proceeds of
$420,000. 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 $0.10 US
per share. The proceeds of $420,000 were paid as follows:
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400,000 units were purchased by Royal City Minerals Inc., a company
controlled by the Reporting Person, for $20,000 paid out of funds of Royal
City Minerals Inc.; and
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8,000,000 units were purchased by the Reporting Person to offset the
amount of $400,000 owed by the Issuer to the Reporting Person;
The Reporting Person's acquisition of the 8,400,000 Private
Placement Shares and the right to acquire an additional 8,400,000 shares of the
Issuer's common stock on exercise of the Warrants resulted in a material
increase in the percentage of the Issuer's common stock beneficially owned by
him.
On January 16, 2009, the Reporting Person was granted stock
options entitling the Reporting Person to purchase 900,000 shares of the
Issuer’s common stock, exercisable immediately at a price of $0.05 per share for
a period of two years (the "Stock Options"). The Stock Options were granted
pursuant to the Issuer's 2009 Stock Incentive Plan adopted by the Issuer's Board
of Directors on January 12, 2009.
On November 9, 2010, the Reporting Person
exercised the Stock Options and was issued 900,000 shares of the Issuer’s common
stock.
Prior to the granting of the Stock Options to the Reporting
Person, the Reporting Person beneficially held an aggregate of 5,431,000 shares
of the Issuer's common stock. The 5,431,000 shares (the "Exchange Shares") were
acquired on October 5, 2007 on a one-for-one share exchange of 5,431,000 shares
of Royal Mines Inc. ("RMI") held by him on closing of the Issuer's acquisition
of RMI. The original acquisition of the RMI shares were acquired by the
Reporting Person through private transactions and the consideration for the
acquisitions was paid from the personal funds of the Reporting Person.
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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 10,820,000 Private Placement Shares and 10,820,000
Warrants of the Issuer purchased on January 18, 2011 by the Reporting Person and
by E-Ore Holdings, LLC (indirectly by the Reporting Person) were acquired for
investment purposes.
The 2,000,000 Shares and 2,000,000 Warrants of the Issuer
acquired on May 21, 2010 by E-Ore Holdings, LLC (indirectly by the Reporting
Person) and the 1,000,000 Shares acquired on May 21, 2010 by Gold Crown Holdings
LLC (indirectly by the Reporting Person) were acquired for investment
purposes.
The 21,400,000 Private Placement Shares and 21,400,000 Warrants
of the Issuer purchased on January 31, 2010 by E-Ore Holdings, LLC, Gold Crown
Holdings LLC and Royal City Minerals Inc. (indirectly 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 E-Ore Holdings, LLC (indirectly by
the Reporting Person) were acquired for investment purposes.
Page 5 of 8
The 8,400,000 Private Placement Shares and 8,400,000 Warrants
of the Issuer purchased on February 24, 2009 by the Reporting Person were
acquired for investment purposes.
The purpose of the granting of the 900,000 Stock Options to the
Reporting Person was to enhance the long-term stockholder value of the Issuer by
offering opportunities to the Reporting Person as an officer of the Issuer to
acquire and maintain stock ownership in the Issuer in order to allow him the
opportunity to participate in the Issuer's growth and success, and to encourage
him to remain in the service of the Issuer.
The purpose of the issuance of the 5,431,000 Exchange Shares
was to complete the terms and conditions under the merger between the Issuer and
RMI.
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:
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(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 Issuer’s business or
corporate structure;
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(g)
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changes in the Issuer’s Articles of Incorporation or
other actions which may impede the acquisition of control of the Issuer by
any person;
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(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:
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(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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29,931,000 Shares
Direct
(2)
69,640,000 Shares Indirect
(3)
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51.9%
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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 person’s actual ownership or voting power with respect to the number
of shares of common stock actually outstanding on the date of this Statement.
Page 6 of 8
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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 17,951,000 Shares held directly by the
Reporting Person, 180,000 Shares in Trust and warrants to acquire
11,800,000 Shares.
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(3)
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Consists of the following indirectly held by the
Reporting Person:
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(i)
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Royal City Minerals Inc. – 800,000 Shares and warrants to
acquire 800,000 Shares;
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(ii)
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E-Ore Holdings LLC – 30,520,000 Shares and warrants to
acquire 30,520,000 Shares; and
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(iii)
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Gold Crown Holdings LLC - 4,000,000 Shares and warrants
to acquire 3,000,000 Shares;
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(b)
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Power to Vote and Dispose of the Issuer
Shares:
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Sole Power
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The Reporting Person has the sole power to vote or to
direct the vote of the Shares held by him in his name, in trust and in the
name of Royal City Minerals Inc. and has the sole power to dispose of or
to direct the disposition of the Shares held by him in his name, in trust
and in the name of Royal City Minerals Inc.
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Shared Power
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Gold Crown Holdings LLC – In his capacity as a 38.3%
managing member of Gold Crown Holdings, LLC, the Reporting Person has
shared power to vote, direct the vote, dispose of or to direct the
disposition of the 4,000,000 Private Placement Shares and 3,000,000
Warrants held by Gold Crown Holdings, LLC.
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E-Ore Holdings, LLC – In his capacity as a 1/8
th
managing member of E-Ore Holdings, LLC, the Reporting Person has
shared power to vote, direct the vote, dispose of or to direct the
disposition of the 30,520,000 Private Placement Shares and 30,520,000
Warrants held by E-Ore Holdings, LLC.
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(c)
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Transactions Effected During the Past 60
Days:
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Except for the January 18, 2011 acquisitions of
10,820,000 Private Placement Shares and 10,820,000 Warrants described
above, the Reporting Person has not effected any transactions in the
Issuer’s 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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Page 7 of 8
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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.
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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/
K. Ian Matheson
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Signature
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K.
IAN MATHESON
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Name/Title
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Page 8 of 8
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