Unregistered Sale of Equity Securities, Financial Statements and Exhibits
Item 3.02 Unregistered Sales of Equity Securities
On December 5, 2014, the Company issued 2,700,000 fully-paid and non-assessable common shares to Kel-Ex Development Ltd. pursuant to the Company’s joint venture agreement with Mineracao Batovi Ltda., in connection with Kel-Ex Development’s anticipated appointment as the operator of the Mato Grosso Project. The shares were issued as of November 20, 2014 (being the date of the joint venture agreement) at a deemed price of $1.87 per share, which reflects a 37% discount
from the closing price of the Company’s common shares on the OTC Bulletin Board of $2.96 on that date since the shares are “restricted securities” as defined in Rule 144(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from registration provided by Rule
903 of Regulation S under the Securities Act.
Item 9.01 Financial Statements and Exhibits
Exhibits. Exhibit Description Number 10.1 Joint Venture Agreement dated November 20, 2014 between Diamante Minerals, Inc. and Mineracao Batovi Ltda.* 99.1 News release of Diamante Minerals, Inc. dated November 24, 2014*
* Filed herewith