Current Report Filing (8-k)
17 November 2016 - 5:50PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
November
15, 2016
WHITE M
OUNTAIN
TITANIUM
C
ORPORATION
(Exact Name of Registrant as
Specified in Charter)
Nevada
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000-55441
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87-057730
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(State or Other Jurisdiction of
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Commission File Number
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(IRS Employer Identification No.)
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Incorporation)
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Augusto Leguia 100, Oficina 1401, Las Condes,
Santiago Chile
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None
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (56 2)
2657-1800
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to
Rule 425 under the Securities Act
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01
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Entry into a Material Definitive Agreement.
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On November 15, 2016, White Mountain Titanium Corporation (the
Company) entered into a CEO Management Services Agreement (the Agreement)
with Andrew Sloop, the Companys CEO and Chairman. The Agreement sets forth the
terms and conditions of Mr. Sloops services as the Interim Chief Executive
Officer of the Company. It provides for monthly compensation of $6,000,
retroactive to September 22, 2016, the date on which Mr. Sloop was appointed
CEO. The agreement does not have a fixed term but is terminable by either party
upon 10 days prior written notice. Mr. Sloop is also a member and manager of
Nexo Water, WMTM Holdings, LLC, and their joint affiliates, with whom the
Company has and may in the future have business transactions. The Agreement
Provides for resolution of any conflicts of interest created based upon these
relationships pursuant to the terms of NRS Section 78.140, a Nevada statute
which addresses potential conflicts of interest between management and the
issuer. The Agreement also provides that any corporate opportunities in the area
of desalination which become known to Mr. Sloop will be first presented to the
Company.
The Agreement moreover provides for indemnification of Mr.
Sloop related to any losses arising from his services as CEO. It also provides
for advancement of costs, provided Mr. Sloop furnishes the Company with an
undertaking to repay such amount or amounts if it is ultimately determined by a
court of competent jurisdiction that he was not entitled to be indemnified by
the Company as authorized by the Agreement or otherwise. The Agreement further
provides that if a claim for indemnification is unavailable to Mr. Sloop, then
the Company, in lieu of indemnifying Mr. Sloop, is required to contribute to the
amount paid or payable by Mr. Sloop as a result of any losses incurred in such proportion as is appropriate to reflect the relative fault
of the Company and Mr. Sloop in connection with the actions, statements or
omissions that resulted in such losses as well as any other relevant equitable
considerations.
The Agreement further provides a limited release through the
date of the Agreement, except for acts constituting gross negligence or criminal
activity, for Mr. Sloop, WMTM Holdings, LLC, and Nexo Water arising out of (i)
actions and performance in his duties as CEO; (ii) relative directorships in the
Company and any subsidiary; (iii) any inherit conflict of interest under the
Loan Agreement dated March 16, 2016 with WMTM Holdings, LLC; and (iv)
negotiation and execution of the development of the Cerro Blanco desalination
plan pursuant to the Assignment of Development Rights of Cerro Blanco
Desalination Plant dated March 16, 2016, between the Company and Nexo Water.
A copy of the Agreement is included with this report as Exhibit
99.1.
Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain
Officers; Compensatory
Arrangements of Certain Officers.
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The information disclosed in Item 1.01 above is hereby
incorporated in response to this Item.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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White Mountain Titanium
Corporation
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Date: November 17, 2016
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By
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/s/
Andrew Sloop
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Andrew Sloop, CEO
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