<PAGE> 1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CENTURION MINES CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
156422107
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(CUSIP Number)
Conrad C. Lysiak
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 12, 1997
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(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 Rule
13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2 SCHEDULE 13D
CUSIP No. 156422107 Page 2 of 13 Pages
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[1] Name of Reporting Person. S.S. OR I.R.S. Identification No.
of above person
ROYAL SILVER MINES, INC.
87-0306609
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[2] Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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[3] SEC Use Only
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[4] Source of Funds*
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[5] Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ].
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[6] Citizenship or Place of Organization
Utah
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Number of [7] Sole Voting Power
Shares 5,000,000
Beneficially -------------------------------------
Owned by [8] Shared Voting Power
Each -0-
Reporting -------------------------------------
Person [9] Sole Dispositive Power
With 5,000,000
-------------------------------------
[10] Shared Dispositive Power
-0-
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[11] Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000
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[12] Check if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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[13] Percent of Class Represented by Amount in Row (11)
13.71%
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[14] Type of Reporting Person*
Corporation
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* SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF
THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. Page 3 of 13 Pages
ITEM 1. SECURITY AND ISSUER
This Schedule relates to Common Shares of Centurion Mines
Corporation, a Utah corporation (the "Issuer"). Reference is
made to the front cover page of Schedule 13D, of which this is a
part, for the title of class of equity securities to which this
schedule relates. The Issuer's Common Shares are registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934
(the "Act").
The principal executive offices of Issuer are located at 860
South 500 West, Salt Lake City, Utah 84101.
ITEM 2. IDENTITY AND BACKGROUND
[a] This Schedule is being filed by Royal Silver Mines, Inc.
("Royal"), a Utah corporation. The principal business of
Royal is a U.S. mineral resource company. Royal is engaged
in the business of acquiring and exploring mineral
properties containing silver, lead, copper, zinc and other
mineralization, with a primary emphasis on base metals. The
address of the executive office of Royal is 10220 North
Nevada, Suite 270, Spokane, Washington 99218.
[b] During the past five years, neither Royal, nor any of the
persons listed on Appendix B hereto has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
[c] During the past five years, neither Royal, nor any of the
persons listed on Appendix B hereto has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration for 5,000,000 shares of the Common Stock
of Issuer was patented and unpatented mining claims, situated in
Shoshone County, State of Idaho, more particularity claims
located in T48N, R5E, Sections 16, 17, 18 26.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 156422107 Page 4 of 13 Pages
ITEM 4. PURPOSE OF TRANSACTION
Royal acquired from the Issuer in a private transaction for
investment purposes 5,000,000 shares of the Common Stock of the
Issuer in exchange for certain patented and unpatented mining
claims.
The Issuer and Royal have entered into negotiations wherein
certain shareholders of Royal have offered to tender shares of
their Common Stock in exchange for shares of Common Stock of the
Issuer. No definitive agreement between the shareholders of
Royal and the Issuer have been executed and there is no assurance
that such agreement will ever be executed.
Except as to the above, none of the Reporting Persons, nor
any other person named in Item 2 of this Statement, presently has
any other plans or proposals which relate to, or would result in,
any of the events or transactions contemplated by letter
paragraphs (a) through (j) of this Item 4.
(a) The acquisition by any person of additional securities of
Issuer or the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the board of directors of Issuer;
(e) Any material change in the present capitalization or
dividend policy of Issuer;
(f) Any other material change in Issuer's business or corporate
structure;
(g) Changes in Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Issuer by any person;
(h) Causing a class of securities of 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;
<PAGE> 5
SCHEDULE 13D
CUSIP No. 156422107 Page 5 of 13 Pages
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Act; or
(j) Any action similar to any of those enumerated above;
Except as to the above, none of the Reporting Persons, nor
any other person named in Item 2 of this Statement, presently has
any other plans or proposals which relate to, or would result in,
any of the events or transactions contemplated by letter
paragraphs (a) through (j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the date hereof, Royal may be deemed to
beneficially own 5,000,000 shares of the Common Stock of the
Issuer, which represents approximately 13.71% of the outstanding
shares of Common Stock of the Issuer.
None of the directors or executive officers of Royal
("Appendix A") are beneficial owners of the Common Stock of the
Issuer with the exception of Howard Crosby, Royal's President,
who owns 100,000 shares of Common Stock of the Issuer.
(b) Royal has sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of all of the
Common Shares beneficially owned by it as described in (a) above.
(c) Except as set forth in Item 4 hereinabove, Royal has
not effected any transactions of the Common Stock of the Issuer
during the past 60 days.
(d) Except for the directors of Issuer (who, through their
statutory powers as directors, have the right to determine if and
when dividends are declared and paid), no person (other than a
Reporting Person) is known by Reporting Persons to have the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Shares beneficially
owned by Reporting Persons as described in (a) above.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The following contracts, arrangements, understandings and
relationships currently exist with Royal in respect to securities
of Issuer:
<PAGE> 6
SCHEDULE 13D
CUSIP No. 156422107 Page 6 of 13 Pages
(a) Purchase Agreement between Royal Silver Mines, Inc. and
Centurion Mines Corporation dated November 25, 1997.
(b) Quit Claim Deed between Royal Silver Mines, Inc. and
Centurion Mines Corporation dated December 9, 1997,
regarding T48N, R5E, Section 16, 17 and 18, Boise
Meridian, County of Shoshone, State of Idaho.
(c) Quit Claim Deed between Royal Silver Mines, Inc. and
Centurion Mines Corporation dated December 9, 1997,
regarding T48N, R5E, Section 26, Boise Meridian,
County of Shoshone, State of Idaho.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following written agreements, contracts, arrangements,
understandings, plans and proposals are filed as Exhibits to this
Schedule 13D:
10.15 Purchase Agreement between Royal Silver Mines, Inc. And
Centurion Mines Corporation dated November 25, 1997.
10.16 Quit Claim Deed between Royal Silver Mines, Inc. and
Centurion Mines Corporation dated December 9, 1997,
regarding T48N, R5E, Section 16, 17 and 18, Boise
Meridian, County of Shoshone, State of Idaho.
10.17 Quit Claim Deed between Royal Silver Mines, Inc. and
Centurion Mines Corporation dated December 9, 1997,
regarding T48N, R5E, Section 26, Boise Meridian,
County of Shoshone, State of Idaho.
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.
Dated this 11th day of December, 1997.
ROYAL SILVER MINES, INC.
BY: /s/ John Ryan, Vice President
<PAGE> 7
SCHEDULE 13D
CUSIP No. 156422107 Page 7 of 13 Pages
APPENDIX A
NAME AND BUSINESS ADDRESS POSITION
- ------------------------- -------------------------
EXECUTIVE OFFICERS:
- -------------------
Howard M. Crosby President and a member of the
10220 North Nevada Board of Directors
Suite 270
Spokane, Washington 99218
Robert E. Jorgensen Executive Vice President,
10220 North Nevada Treasurer and a member of the
Suite 270 Board of Directors
Spokane, Washington 99218
John Ryan Vice President of Corporate
10220 North Nevada Development and a member of
Suite 270 the Board of Directors
Spokane, Washington 99218
Thomas Henricksen Secretary and a member of the
10220 North Nevada Board of Directors
Suite 270
Spokane, Washington 99218
Jerry Stacey Vice President of Operations
10220 North Nevada
Suite 270
Spokane, Washington 99218
<PAGE> 8
SCHEDULE 13D - EXHIBIT 10.15
CUSIP NO. 156422107 Page 8 of 13 Pages
PURCHASE AGREEMENT
This Purchase Agreement (the "Purchase Agreement") is made
and entered into effective as of this 25th day of November, 1997,
(the "Effective Date") by and between ROYAL SILVER MINES ,INC., a
Utah corporation with an address of North 10220 Nevada, Suite
270, Spokane, Washington 99218, ("Seller") and Centurion Mines
Corporation., a Utah corporation, with offices at 860 South, 500
West, Salt Lake City, Utah 84101 ("Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of patented and unpatented
mining claims, situated in Shoshone County, State of Idaho, (the
"Subject Property") and more particularly described in Exhibits
"A", "B", and "C" attached hereto and made a part hereof, and
WHEREAS, Seller desires to sell the Subject Property to
Buyer, and Buyer desires to acquire the Subject Property, all in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, for 5,000,000 (five million) shares of the
common stock of the Buyer valued at $1,500,000 (one million five
hundred thousand dollars) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and in further consideration of the promises and
covenants herein contained, the parties hereto agree as follows:
1. Seller agrees to sell to the Buyer the subject mining
properties located in Shoshone County, Idaho, and more fully
described in Exhibits "A", "B", and "C".
2. Seller hereby agrees upon receipt of the aforesaid
5,000,000 (five million)) to execute, acknowledge and deliver to
Buyer good and sufficient Quitclaim Deeds, in the form of the
copy of such instrument which is attached hereto as Exhibit "D".
Seller warrants that it has the power and authority to enter into
and execute said Quitclaim Deeds, and that said Deeds shall be
properly executed and shall be effective for the purposes
intended. Seller also represents and warrants to Buyer that it
is not aware of any liens, encumbrances, third party claims or
outstanding third party interests or rights in or to the Subject
Property or the production of minerals therefrom, that to the
best of Seller's knowledge there are no environmental claims,
liens or other problems affecting or in any way relating to the
Subject Property and that the Subject Property is not a part of
any actual or threatened "superfund" site or otherwise subject to
federal, state or local environmental remediation action or
<PAGE> 9
activities, and that there are no mechanics or materialmens liens
which affect or which may affect the Subject Property, of record
or otherwise. The representations and warranties set forth in
this Purchase Agreement shall survive the delivery of the
Quitclaim Deeds and the subsequent delivery of the 5,000,000
(five million) shares of common stock. Buyer shall have
possession of the Subject Property on the Effective Date.
3. Seller understands that the shares issued in this
transaction shall be restricted and represents and warrants to
Buyer in connection with this transaction that it understands and
accepts the full legal and economic effect and consequences of
taking restricted stock of Buyer in this transaction, that it has
adequately and fully informed itself as to Buyer's business,
financial condition, stock price and other relevant matters with
respect to Buyer, that it has been provided by Buyer with an
opportunity to review such disclosures concerning the Buyer's
business activities, financial condition and operations as Seller
deems necessary or appropriate, that Seller is a sophisticated
and knowledgeable investor which has utilized such accounting and
legal advice and consultants as it deems necessary or appropriate
to evaluate the terms of and protect its interest in this
transaction, and that it is not relying in any way upon the
promises or representations of Buyer with respect to the future
business activities, stock price, saleability of the stock, or
other actions of Buyer. Buyer has not made any representations,
promises or commitments to Seller with respect to any future
release of restrictions on the said 5,000,000 (five million)
shares of Buyer's stock, and Seller understands that said stock
will be issued with a restrictive legend and that as such said
stock will not be marketable or tradeable for the indefinite
future.
3. Seller agrees to deliver to Buyer within thirty (30)
days following the Effective Date, originals or copies of all
data, records and information which it has in its possession or
which are reasonably accessible to it which pertain to the title
to the Subject Property, the geology, mining and exploration
history of the Subject Property, and any other information
relating to the Subject Property.
DATED effective as of the day and year first above written.
ROYAL SILVER MINES, INC.
BY: /s/ Howard M. Crosby
Its President
CENTURION MINES CORPORATION
BY: _________________________________
Its President
<PAGE> 10
STATE of WASHINGTON )
) ss.
COUNTY of SPOKANE )
On the 25th day of November, 1997, personally appeared
before me Howard Crosby who being by me duly sworn, did say that
he, the said President, is the President of Royal Silver Mines,
Inc. a Utah corporation, and that the within and foregoing
instrument was signed on behalf of said corporation by authority
of a resolution of its Board of Directors, and said he duly
acknowledged to me that said corporation executed the same.
/s/ Shari Garber
Spokane, Washington
Commission Expires:
February 6, 1999
STATE OF UTAH )
) ss.
COUNTY of )
On the ____ day of __________, 1997, personally appeared
before me Spenst Hansen who being by me duly sworn, did say that
he, the said President, is the President of Centurion Mines
Corporation, a Utah corporation, and that the within and
foregoing instrument was signed on behalf of said corporation by
authority of a resolution of its Board of Directors, and said
duly acknowledged to me that said corporation executed the same.
<PAGE> 11
SCHEDULE 13D - EXHIBIT 10.16
CUSIP NO. 156422107 Page 11 of 13 Pages
QUITCLAIM DEED
ROYAL SILVER MINES, INC., (hereinafter referred to as
"Transferor"), a Utah corporation, whose principal business
address is 10220 North Nevada, Suite 270, Spokane, Washington
99218, in consideration of 4,500,000 shares of Common Stock of
Centurion Mines Corporation (hereinafter referred to as
"Transferee") and other valuable consideration paid to the
Transferor, the receipt of which is hereby acknowledged, hereby
remises, releases, and forever quitclaims to Transferee all of
the interest of Transferor in and to any portion(s) of the
patented mining claims listed on Appendix "A" attached, and which
are located in Township 48 North, Range 5 East, Section 16, 17
and 18, Boise Meridian, County of Shoshone, State of Idaho.
Dated this 9th day of December, 1997.
ROYAL SILVER MINES, INC.
BY: /s/ Howard M. Crosby Attest: John P. Ryan
Title: President Title: Vice President
STATE of WASHINGTON )
) ss.
COUNTY of SPOKANE )
On this day, personally appeared before me Howard Crosby and
John Ryan, known to me to be the President and Vice President,
respectively, of Royal Silver Mines, Inc., the corporation that
executed the foregoing instrument, and acknowledged that said
instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on
oath stated that they are authorized to executed the said
instrument.
Witness my hand and official seal hereto affixed the day and
year first above written.
/s/ Shari Garber
Notary Public in and for the
State of Washington, residing
at Spokane, Washington
Commission Expires:
February 6, 1999
<PAGE> 12
APPENDIX "A"
Survey # Survey Name
1335 Josephine
1354 Snow Drift
2183 Ben Harrison
2506 Ranger
3081 Patrick Henry
3081 Snow Flake Fr. Amended
3081A Black Pine Fr. Amended
3081A Black Pine No. 2
3081A Erin Amended
3081A Gild Edge
3081A Gild Edge Fr. Amended
3081A Iron Silver Fr. Amended
3081A Maid of Erin
3081A McSweeny
3081A Noble Schley
3081A Patrick Henry Amended
3081A Sampson
3081A White Pine Amended
3081B Maid of Erin M.S.
3081B Noble Schley M.S.
1195 Exchequer
1195 Moulton
1195 Toughnut
<PAGE> 13
SCHEDULE 13D - EXHIBIT 10.17
CUSIP NO. 156422107 Page 13 of 13 Pages
QUITCLAIM DEED
ROYAL SILVER MINES, INC., (hereinafter referred to as
"Transferor"), a Utah corporation, whose principal business
address is 10220 North Nevada, Suite 270, Spokane, Washington
99218, in consideration of 100,000 shares of Common Stock of
Centurion Mines Corporation (hereinafter referred to as
"Transferee") and other valuable consideration paid to the
Transferor, the receipt of which is hereby acknowledged, hereby
remises, releases, and forever quitclaims to Transferee all of
the interest of Transferor in and to any portion(s) of the
patented mining claims described as follows:
Boise Meridian, County of Shoshone, State of Idaho,
Township 48 North, Range 5 East, Section 26, those
portion of the Kildale Mining Claim (USBM claim number
IMC 176715), the Kilkenny Mining Claim (number IMC
176707) and the Killarney Mining Claim (number IMC
176714) contained in Government lot 13 and that are not
in conflict with the Betty mining claim (number IMC
13873).
Dated this 9th day of December, 1997.
ROYAL SILVER MINES, INC.
BY: /s/ Howard M. Crosby Attest: John P. Ryan
Title: President Title: Vice President
STATE of WASHINGTON )
) ss.
COUNTY of SPOKANE )
On this day, personally appeared before me Howard Crosby and
John Ryan, known to me to be the President and Vice President,
respectively, of Royal Silver Mines, Inc., the corporation that
executed the foregoing instrument, and acknowledged that said
instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on
oath stated that they are authorized to executed the said
instrument.
Witness my hand and official seal hereto affixed the day and
year first above written.
/s/ Shari Garber
Notary Public in and for the
State of Washington, residing
at Spokane, Washington
Commission Expires:
February 6, 1999
