6-K
RED METAL RESOURCES, LTD. (RMESF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number 000-52055
RED METAL RESOURCES LTD.
(Translation of registrant’s name into English)
1130 West Pender Street, Suite 820, Vancouver, BC V6E 4A4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
1
SUBMITTED HEREWITH
| Exhibit No. | Description |
|---|---|
| 99.1 | Material Change Report dated August 19, 2024. |
| 99.2 | Press Release dated August 16, 2024. |
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SIGNATURE
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, thereunto duly authorized.
| RED METAL RESOURCES LTD. | |
|---|---|
| /s/ Caitlin Jeffs | |
| Date: August 19, 2024 | Caitlin Jeffs |
| Chief Executive Officer |
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Material Change Report
51-102F3
Material Change Report
Item 1****Name and Address of Company
Red Metal Resources Ltd. (the “Company”)
1130 Pender Street, West, Suite 820
Vancouver, BC V6E 4A4
Item 2****Date of Material Change
August 15, 2024 and August 16, 2024.
Item 3****News Release
The news release dated August 16, 2024, was disseminated via NewsFile on August 16, 2024.
Item 4****Summary of Material Change
The Company announced the resignation of Gregory Jensen from the board of directors and from his positions as President, Chief Executive Officer (“CEO”) and Corporate Secretary. Mr. Jensen resigned from these positions due to personal reasons.
To fill the vacancy, the board of directors appointed Brian Gusko, currently VP of Finance of the Company, as director. Ms. Caitlin Jeffs was appointed the CEO, President, and Corporate Secretary of the Company.
Item 5****Full Description of Material Change
5.1 Full Description of Material Change
A full description of the material change is described in Item 4 above and in the News Release which has been filed on SEDAR+ at www.sedarplus.ca.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6****Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7****Omitted Information
None
Item 8****Executive Officer
Caitlin Jeffs, Chief Executive Officer, 1-866-907-5403
Item 9****Date of Report
August 19, 2024
Press Release dated August 16, 2024
| RED METAL RESOURCES LTD.<br><br><br>1130 West Pender St, Unit 820<br><br><br>Vancouver, BC V6E 4A4 |
|---|
Red Metal Resources Announces Board and Management Changes
VANCOUVER, BC, August 16, 2024 – RED METAL RESOURCES LTD. (“Red Metal” or the “Company”) (CSE:RMES, OTCPINK:RMESF, FSE: I660) announces that, due to personal reasons, Gregg Jensen has resigned as director of the Company effective August 15, 2024.
In addition, Mr. Jensen has resigned from his management positions as President, CEO and Corporate Secretary of the Company, those positions will be transitioned to Caitlin Jeffs effective August 16, 2024.
The Company is pleased to announce that Brian Gusko, currently VP of Finance, will join the Board of Directors. Mr. Gusko has been on the Board of Directors of numerous companies in the past 15 years, including many in the mining sector.
Brian Gusko commented, “I have been to the Company’s properties in Chile, and am excited about the potential of the Farellon Project, which has had over 9,000 metres of drilling done to date. It is my goal to help communicate to the market the potential of this project and raise the capital the Company needs to execute on its vision.”
Following Mr. Jensen’s resignation, and Brian Gusko’s appointment, the Board of Directors now consists of Caitlin Jeffs, P.Geo., Cody McFarlane, Michael Thompson, P.Geo., Marian Myers, P.Geo., and Brian Gusko, MBA.
About Red Metal Resources Ltd.
Red Metal Resources is a mineral exploration company focused on growth through acquiring, exploring and developing copper-cobalt-gold assets in Chile. The Company’s projects are located in the prolific Candelaria iron oxide copper-gold (IOCG) belt of Chile’s coastal Cordillera. Red Metal is quoted on the CSE under the symbol RMES and on OTC Link alternative trading system on the OTC Pink marketplace under the symbol RMESF.
For more information, visit www.redmetalresources.com
Contact:
Red Metal Resources Ltd.
Caitlin Jeffs, CEO
1-866-907-5403
caitlin.jeffs@redmetalresources.com
www.redmetalresources.com
Forward-Looking Statements - All statements in this press release, other than statements of historical fact, are “forward-looking information” within the meaning of applicable securities laws. Red Metal provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, ability to raise adequate financing, receipt of required approvals and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and reported in Red Metal’s public filings under its SEDAR+ profile at www.sedarplus.ca. Although Red Metal has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Red Metal disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law
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