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 000-14319 84-0991764
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

611 Walnut Street, Gadsden, Alabama 35901
(Address of principal executive offices)

 

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

   

 

 

Item 5.01 Changes of Control of Registrant

 

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 Standard Metals Processing, Inc. (a/k/a Cambrian Minerals Group, Inc.)
     
  By: /s/ Sharon Ullman
 

Sharon Ullman

Chief Financial Officer

 

   

 

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