Current Report Filing (8-k)
March 29 2019 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
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): March 29, 2019 (March 29, 2019)
STANDARD METALS PROCESSING, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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000-14319
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84-0991764
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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611 Walnut Street, Gadsden, Alabama 35901
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(Address of principal executive offices)
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(888) 960-7347
Registrant’s telephone number,
including area code
(Former name or former address, if changed
since last report)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.01
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Changes of Control of Registrant
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Standard Metals Processing, Inc. (a/k/a
Cambrian Minerals Group, Inc.) (the “Company”) has been informed that a change of control of the Company has occurred
effective March 29, 2019. Granite Peak Resources, LLC (“GPR”) through its members has acquired 69,464,434 shares of
common stock (including 4,500,000 warrants to purchase common stock). The members transferred their shares of common stock of the
Company in exchange for a pro-rata ownership interest in GPR. GPR has also acquired the senior secured creditor position previously
held by Pure Path Capital Management Company LLC, which includes a $2,500,000 first deed of trust on the Tonopah property and an
outstanding promissory note with a principal balance of $2,229,187 and accrued interest of $815,024 as of March 31, 2018. The members
of Granite Peak Resources LLC are listed in the Schedule 13D filed by GPR on March 29, 2019. GPR has not communicated to the Company
any plans to change any of the current officers or directors or governing documents and has expressed the purpose of its acquisition
is to assist the Company execute on its business plan and resolve its current obligations and other claims.
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 hereunto
duly authorized.
Dated: March 29, 2019
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Standard Metals Processing, Inc. (a/k/a Cambrian Minerals Group, Inc.)
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By:
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/s/ Sharon Ullman
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Sharon Ullman
Chief Financial Officer
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