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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
ROYAL SILVER MINES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
78069310
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(CUSIP Number)
PATRICK ADRIAN BLIN
KINGS HOUSE, THE GRANGE
ST. PETER PORT, GUERNSEY GY1 2QJ, C.I.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 24, 1997
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(Date of Event Which Required Filing of This
Statement)
[ ] Check box 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).
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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 78069310 Schedule 13D Page 2 of 5 Pages
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1) NAMES OF REPORTING PERSON BRITANNIA HOLDINGS LIMITED
S.S. OR IRS I.D. NO. OF REPORTING PERSON (NOT APPLICABLE)
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2) CHECK 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 WC
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5) [ ] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR ITEM 2(e).
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6) CITIZENSHIP OR PLACE OF ORGANIZATION COMPANY ORGANIZED UNDER LAWS
OF NEVIS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 4,270,000 SHARES
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8) SHARED VOTING POWER -0-
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9) SOLE DISPOSITIVE POWER 4,270,000 SHARES
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10) SHARED DISPOSITIVE POWER -0-
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11) AGGREGATE AMOUNT IF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,270,000 SHARES
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12) [ ] CHECK BOX IF AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES.
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13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11 27.5%
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14) TYPE OF REPORTING PERSON CO
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CUSIP NO. 78069310 Schedule 13D Page 3 of 5 Pages
ITEM 1. Security and Issuer.
Title of Security......................COMMON STOCK
Name and Address of Issuer.............ROYAL SILVER MINES, INC.
("ISSUER") 10220 NORTH NEVADA,
SUITE 270 SPOKANE, WASHINGTON
99218
ITEM 2. Identity and Background.
Person Filing:
(a) Name .............................BRITANNIA HOLDINGS LIMITED
("BRITANNIA")
(b) Business Address..................KINGS HOUSE, THE GRANGE ST.
PETER PORT, GUERNSEY GY1 2QJ,
C.I.
(c) Business:
-Name and Address of Organization..BRITANNIA HOLDINGS LIMITED
-Principal Business of
Organization......................INVESTMENT
(d) Criminal Proceedings (past five
years)............................(NONE)
(e) Civil Proceedings (past five
years)............................(NONE)
(f) Citizenship/Place of
Organization......................COMPANY ORGANIZED UNDER LAWS OF
NEVIS
Officers, Directors and Controlling Persons of Britannia:
PATRICK ADRIAN BLIN, WHO IS A DIRECTOR AND THE SECRETARY OF
BRITANNIA, IS A BRITISH CITIZEN. HIS BUSINESS ADDRESS IS KINGS
HOUSE, THE GRANGE, ST. PETER PORT, GUERNSEY, GY1 2QJ, C.I.
LESLIE JOHN JAMES, WHO IS A AS DIRECTOR AND PRESIDENT OF
BRITANNIA, IS A BRITISH CITIZEN. HIS BUSINESS ADDRESS IS KINGS
HOUSE, THE GRANGE, ST. PETER PORT, GUERNSEY, GY1 2QJ, C.I.
DUVALL TRUST (ELFIN TRUST COMPANY, TRUSTEE), IS THE SOLE
SHAREHOLDER OF BRITANNIA. THE DUVALL TRUST'S PRINCIPAL BUSINESS
IS INVESTMENT, IS LOCATED AT KINGS HOUSE, THE GRANGE, ST. PETER
PORT, GUERNSEY, GY1 2QJ, C.I., AND WAS CREATED UNDER JERSEY LAW.
TO THE BEST KNOWLEDGE OF BRITANNIA, DURING THE LAST FIVE YEARS
NONE OF THE ABOVE PERSONS HAS BEEN CONVICTED IN A CRIMINAL
PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS)
OR WAS 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 FUTURE VIOLATIONS OF, OR PROHIBITING OR MANDATING
ACTIVITIES SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS OR
FINDING AS TO ANY VIOLATION WITH RESPECT TO SUCH LAWS.
ITEM 3. Source and Amount of Funds or Other Consideration.
THE TOTAL AMOUNT OF THE FUNDS USED TO ACQUIRE THE SECURITIES
DESCRIBED IN ITEM 5 BELOW WAS $1,601,250, WHICH WAS WORKING
CAPITAL OF BRITANNIA.
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CUSIP NO. 78069310 Schedule 13D Page 4 of 5 Pages
ITEM 4. Purpose of Transaction.
BRITANNIA ACQUIRED THE SECURITIES REPORTED HEREIN FOR INVESTMENT
PURPOSES. AT THIS TIME, BRITANNIA HAS NO INTENTION OF ACQUIRING ADDITIONAL
SECURITIES OF ISSUER FROM THOSE REPORTED HEREIN, ALTHOUGH IT RESERVES THE
RIGHT TO MAKE ADDITIONAL PURCHASES FROM TIME TO TIME. ANY DECISION TO MAKE
SUCH ADDITIONAL PURCHASE WILL DEPEND, HOWEVER, ON VARIOUS FACTORS,
INCLUDING, WITHOUT LIMITATION, THE PRICE OF ISSUER'S SECURITIES, STOCK
MARKET CONDITIONS AND THE BUSINESS PROSPECTS OF ISSUER.
BRITANNIA HAS NO PRESENT INTENTION, ARRANGEMENT OR UNDERSTANDING TO
EFFECT ANY OF THE TRANSACTIONS LISTED IN ITEM 4(A) - (J) OF SCHEDULE 13D.
EXCEPT AS SET FORTH HEREIN, BRITANNIA DOES NOT HAVE ANY PLANS OR PROPOSALS
THAT RELATE TO OR WOULD RESULT IN ANY OF THE MATTERS SPECIFIED IN ITEM 4 OF
SCHEDULE 13D.
ITEM 5. Interest in Securities of the Issuer.
(a) -Number of Shares Beneficially Owned...4,270,000 SHARES OF COMMON
STOCK
(COMPRISED OF 2,135,000 SHARES OF COMMON STOCK AND WARRANTS TO
PURCHASE AN ADDITIONAL 2,135,000 SHARES OF COMMON STOCK, WHICH
WARRANTS ARE EXERCISEABLE WITHIN 60 DAYS FROM THE DATE HEREOF.)
-Percentage Beneficially Owned.........27.5%
(CALCULATED IN ACCORDANCE WITH EXCHANGE ACT RULE 13D-3 BASED ON
15,519,232 SHARES OF COMMON STOCK OUTSTANDING (CONSISTING OF
13,384,232 SHARES OUTSTANDING AS OF APRIL 3, 1997 AND AN
AGGREGATE OF 2,135,000 SHARES SUBJECT TO WARRANTS HELD BY
BRITANNIA THAT ARE EXERCISABLE WITHIN 60 DAYS OF THE DATE
HEREOF).
(b) Power of Vote and Disposition
-Sole Power to Vote....................4,270,000 SHARES
-Shared Power to Vote..................-0-
-Sole Power of Disposition.............4,270,000 SHARES
-Shared Power of Disposition...........-0-
(c) Transactions in Shares
PURSUANT TO THAT CERTAIN OFFSHORE SECURITIES SUBSCRIPTION
AGREEMENT DATED JANUARY 29, 1997 WITH ISSUER (THE "AGREEMENT"),
BRITANNIA PURCHASED A TOTAL OF 2,135,000 "UNITS" OF ISSUER'S
SECURITIES, EACH UNIT CONSISTING OF ONE SHARE OF ISSUER'S COMMON STOCK
AND A WARRANT TO PURCHASE ONE ADDITIONAL SHARE OF COMMON STOCK AT AN
EXERCISE PRICE OF $1.25 PER SHARE (THE "BRITANNIA WARRANTS"). THE
TOTAL PURCHASE PRICE FOR THE UNITS WAS $1,601,250 (OR $.75 PER UNIT).
UNDER THE TERMS OF THE AGREEMENT, THE UNITS WERE ACQUIRED ON THE
FOLLOWING DATES AND IN THE FOLLOWING AMOUNTS:
<TABLE>
<CAPTION>
UNITS
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<S> <C>
JANUARY 30, 1997.................. 200,000
FEBRUARY 14, 1997................. 335,000
MARCH 24, 1997....................1,600,000
</TABLE>
THE BRITANNIA WARRANTS ARE EXERCISEABLE UPON ISSUANCE AND EXPIRE
TWO YEARS FROM THE DATE OF CLOSING OF EACH TRANSACTION. NO BRITANNIA
WARRANTS HAVE BEEN EXERCISED TO DATE. THE UNITS WERE ISSUED IN
RELIANCE UPON THE TRANSACTION EXEMPTION AFFORDED BY REGULATION S AS
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(d) Right to Dividends or Sale Proceeds....NOT APPLICABLE
(e) Beneficial Ownership of 5% or Less.....NOT APPLICABLE
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CUSIP NO. 78069310 Schedule 13D Page 5 of 5 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer.
EXCEPT AS DESCRIBED ABOVE, NEITHER BRITANNIA NOR ANY OF THE
EXECUTIVE OFFICERS, DIRECTORS OR CONTROLLING PERSONS OF BRITANNIA, HAS
ANY CONTRACT, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIP (LEGAL OR
OTHERWISE) WITH ANY PERSON WITH RESPECT TO ANY SECURITIES OF ISSUER,
FINDER'S FEE, JOINT VENTURE, LOAN OR OPTION AGREEMENT, PUT OR CALLS,
GUARANTEE OF PROFIT, DIVISION OF PROFIT OR LOSS, OR THE GIVING OR
WITHHOLDING OF PROXIES.
ITEM 7. Material to Be Filed as Exhibits.
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.
Dated: August 4, 1997
BRITANNIA HOLDINGS LIMITED
By /s/ Patrick Adrian Blin
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PATRICK ADRIAN BLIN, DIRECTOR
