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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 9, 1997
Date of report (Date of earliest event reported)
NEVADA MANHATTAN MINING, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
001-12867 88-0219765
(Commission File Number) (IRS Employer Identification No.)
5038N. PARKWAY CALABASAS, SUITE #100, CALABASAS, CA 91302
(Address of Principal Executive Offices) (Zip Code)
(818) 591-4400
(Issuer's Telephone Number, Including Area Code)
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Item 5. Other Events.
This report is filed solely to file with the Securities and Exchange
Commission (i) the press release issued on December 9, 1997 announcing second
quarter revenues and a Preferred Stock Dividend to shareholders; (ii) the press
release issued on December 17, 1997 announcing the signing of a Letter of Intent
with Royal Gold Corporation for an exploration and development effort in Nye
County, Nevada; (iii) the press release issued on January 12, 1998 announcing
the Company increased its equity ownership of Equatorial Resources from 80% to
100%.
Item 7. Financial Statements and Exhibits
(c)
Exhibit Number Reference
(99) Additional Exhibits
Press Release dated December 9, 1997 Exhibit 99.1
Press Release dated December 17, 1997 Exhibit 99.2
Press Release dated January 12, 1998 Exhibit 99.3
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEVADA MANHATTAN MINING, INCORPORATED
(Registrant)
Date: January 30, 1998 BY: /s/ Jeffrey S. Kramer
------------------------------------
JEFFREY S. KRAMER
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Press Release dated December 9, 1997
99.2 Press Release dated December 17, 1997
99.3 Press Release dated January 12, 1998
</TABLE>
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EXHIBIT 99.1
NEVADA MANHATTAN MINING ANNOUNCES SECOND QUARTER
REVENUES AND SHAREHOLDER DIVIDEND
Calabasas, Calif. December 9, 1997 - Nevada Manhattan Mining, Inc. (OTC/BB:NVMH)
today announced that estimated revenues for the Company's second fiscal quarter
ending November 30, 1997 increased by approximately 50% over the previous
quarter. The Company anticipates reporting approximately $225,000 in revenues
for the period.
Nevada Manhattan also announced that all shareholders of record as of December
31, 1997 will receive one share of Convertible Preferred Stock, $1.00 par value,
for every 100 shares of common stock owned. The Preferred Stock will be
convertible to one share of common stock for the period of one year, carry a
dividend equal to 8% of par value payable in cash or stock at the Company's
election, and will also contain warrants attached to purchase two additional
shares at $3.00 per share for a period of two years. Preferred Shares will be
callable by the Company at $3.50 per share.
Nevada Manhattan Mining owns the right to harvest virgin timber properties on up
to 1.875 million accessible acres in the eastern Amazon region. Christopher D.
Michaels, CEO, stated that the significant increase in Company revenues is
directly a result of consistent orders for the Company's tropical hardwood. "The
recently completed expansion of our sawmill facility near the city of Belem,
Brazil has significantly increased the facility's capacity for the production of
export-quality tropical hardwood," said Michaels. "Nevada's mill facility is now
one of the largest of its kind in the region. The Company is also developing a
sustainable forestry model with the assistance of Eco-Rating International, a
Zurich-based environmental services company, which has provided an overview and
evaluation of Nevada's timber operations in Brazil We have begun to institute
training and harvesting methods outlined in the Eco-Rating report. Our goal is
to balance our business expansion with the overall need to protect the
environment in that part of the world."
Michaels stated that Nevada Manhattan Mining has received purchase orders for
sawn tropical timber from several buyers including Nordisk Timber Ltd., Sabra
International, Robco Madeiras Ltd. and Nevesexport.
Nevada Manhattan Mining is a diversified, global natural resource company. In
addition to its substantial timber operations in Brazil, it also has significant
gold and coal concessions in Indonesia as well as gold mining operations in
Nevada. For more information on Nevada Manhattan Mining, contact Yvonne S.
Cambere at 818/591-4400, or fax 818/591-4411 or e-mail at
[email protected] or visit Nevada Manhattan Mining's website at
www.nevadamanhattan.com.
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EXHIBIT 99.2
NEVADA MANHATTAN MINING ANNOUNCES LETTER OF INTENT
WITH ROYAL GOLD
Calabasas, Calif-December 17, 1997 - Nevada Manhattan Mining, Inc. (OTC/BB:
NVMH) today announced a Letter of Intent with Royal Gold (NASDAQ: RGLD) for an
exploration and development effort in Nye County, Nevada. Under the Letter of
Intent, Royal Gold will be granted an exclusive option to explore, develop and
purchase all of the interests which may be controlled by Nevada Manhattan in the
Manhattan Mining District.
The term of the Agreement shall be three years, renewable for successive terms
of three years, provided that Royal Gold continues to perform exploration work.
The Agreement shall also be extendable indefinitely, to the extent that Royal
Gold is achieving production in commercial quantities, or is engaged in
reclamation.
The Nevada Manhattan property has been the site of a number of placer and lode
mining operations since 1866, including the White Caps Mine, the Earl Mine, the
Bath Mine and the Manhattan Consolidated Mine.
Closing of the transaction is subject to title and environmental due diligence,
and documentation in a form satisfactory to both parties. This includes Royal
Gold being aware of the pendency of Case No. 13982 in the Fifth Judicial
District Court of Nevada (Nye County), styled Nevada Manhattan Mining
Incorporated (plaintiff) v. Harvey, et. al. (defendants).
Jeffrey S. Kramer, Chief Operating Officer of Nevada Manhattan, commented that
"the addition of Royal Gold to the Manhattan Mining Project fulfills one of our
Company's long sought after goals of adding a more experienced management team
to the Project."
Stanley Dempsey, Chairman and CEO of Royal Gold, said "Manhattan is one of the
historic mining districts in Nevada that we think is deserving of a good, hard
exploration effort. We are excited about having the chance to work on this
property that has been assembled by Nevada Manhattan."
Royal Gold is the largest U.S.-based, publicly held gold royalty company. It
engages in the acquisition, exploration and development of gold properties and
the acquisition and management of royalty interests. Royal Gold holds a 20% net
profits royalty interest at the South Pipeline Project in Lander County, Nevada;
has a development property in California; is exploring Union Pacific Resources
lands in Colorado and Wyoming; and has exploration projects in Nevada, Utah and
Europe. Royal Gold's affiliate, Royal Gold Australia (Perth, Australia), has
initiated efforts to acquire existing gold royalties as well as invest in junior
Australian resource companies with emerging projects or advanced
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exploration plays. Royal Gold is traded on the NASDAQ National Market System
under the symbol "RGLD."
Nevada Manhattan Mining is a diversified, global natural resource company. In
addition to the Manhattan, Nevada gold project, it also has substantial
environmentally responsible timber operations in Brazil as well as gold and coal
concessions in Indonesia. For more information on Nevada Manhattan Mining,
contact Yvonne S. Cambere at 818-591-4400, or fax 818-591-4411, or e-mail at
[email protected] or visit Nevada Manhattan Mining's website at
www.nevadamanhattan.com.
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EXHIBIT 99.3
NEVADA MANHATTAN MINING ANNOUNCES 100% OWNERSHIP
OF ITS BRAZILIAN SUBSIDIARY
Calabasas, Calif --(Business Wire)--January 12, 1997--Nevada Manhattan Mining
Inc. (OTC/BB:NVMH) today announced that it has concluded an agreement to
increase its equity ownership in its Equatorial Resources (Brasil) Ltda.
("Equatorial") subsidiary from 80% to 100%. The Company has renegotiated its
agreement with Ignatius Theodorou, formerly the 20% minority shareholder in
Equatorial who was responsible for the introduction of Nevada Manhattan to the
Brazilian timber project. The Company will pay Mr. Theodorou one million shares
of its restricted common stock over a three year period to consolidate its 100%
equity stake in Equatorial. Under the new agreement, Nevada Manhattan will no
longer be required to pay Mr. Theodorou a total of $3 million for its equity
interest in Equatorial.
The Equatorial Resources subsidiary was formed by Nevada Manhattan in 1997 to
develop and produce tropical timber from Brazil. Production commenced in 1997.
During the development period, Nevada Manhattan, through its Equatorial
Resources subsidiary, expanded its milling capacity to accommodate upwards of
10,000 cubic meters per month of raw tropical hardwood, making it one of the
region's largest facilities of its kind. As well, the Company has begun the
development and implementation of its Eco-Efficiency model for sustainable
forestry under the direction of Eco-Rating International of Zurich, Switzerland.
Christopher Michaels, Chairman, commented, "We are pleased that Mr. Theodorou
has opted for an equity stake in Nevada Manhattan. This makes our goals common
in the building of both Equatorial and the parent, Nevada Manhattan. With the
increased timber production anticipated for 1998, along with a sensitivity to
the environment, we look forward to 1998 with great anticipation and hope the
model we are building will serve to help all others in the same field."
In addition to its hardwood timber operations, Nevada Manhattan Mining also has
gold and coal concessions in Asia, as well as gold interests in Nevada.
Matters discussed in this release include forward-looking statements that
involve risks and uncertainties, and actual results may be materially different.
Factors that could cause actual results to differ include risk factors listed in
the company's reports to the Securities and Exchange Commission including its
Form 10 and Form 10-QSB on file with the SEC.
For more information on Nevada Manhattan Mining or this release, contact Yvonne
Cambere at 818-591-4400 or e-mail at [email protected].
