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): ~~November~~December 1431, 2011

BLACK SEA METALS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-51563		98-0374224
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

421 9th Street, Manhattan Beach, California, 90266

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (424) 247-9261

N/A

(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 (see General Instruction A.2. below):

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

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

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

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

Item 51.0201. ~~Compensatory~~ Entry ~~Arrangements~~into ofa ~~Certain~~Material ~~Officers~~Definitive Agreement.

On ~~November~~September 1415, 2011, ~~the~~Black ~~board~~Sea ofMetals, ~~directors~~Inc. of(formerly ~~Black~~known ~~Sea Metals~~as, Texada Ventures Inc., “Black Sea”) entered into an Earn In Agreement (the “~~Company~~Earn In Agreement”), ~~adopted~~with Anadolun Madencilik Ltd. Sti., a limited company under the provisions of the Turkish Commercial Code (“Anadolun”), under which Black Sea may acquire or earn 95% of Anadolun’s interest in Anadolun’s Karasu Rare Earth Metals, ~~Inc.~~Project ~~2011~~located ~~Stock~~in ~~Option~~Sakarya ~~Plan~~Province, Turkey (the “~~Plan~~Karasu Property”). Under the Earn In Agreement, Black Sea and Anadolun agreed, among other things:

~~Pursuant~~(a) to ~~the~~form ~~Plan,~~Karasu ~~options~~Holdings toLtd. purchase shares of common stock of the Company may be granted to any person who is performing or who has been engaged to perform services of special importance to management of the Company in the operationSti., ~~development~~a ~~and~~limited ~~growth~~company ofincorporated ~~the Company. The maximum number of shares with respect to which stock options may be granted~~ under the ~~Plan~~laws ~~may not exceed 5,000,000 shares~~ of ~~common stock of~~ the ~~Company. The~~Republic ~~Plan is administered by the Company’s board~~ of ~~directors~~Turkey or(“Karasu ~~its compensation committee~~Holdco”), ifto ~~any.~~be ~~The~~equally ~~Plan~~owned ~~expires upon the earlier of its termination~~ by ~~the~~Black ~~board~~Sea ~~of directors of the Company or the date on which all of the shares of stock available for issuance under the Plan have been issued~~ and all restrictions on such shares under the terms of the Plan and the agreements evidencing options granted under the Plan have lapsed and no option shall be exercisable more than ten years after the date of grant.Anadolun;

~~The Plan permits the Company to grant incentive stock options~~ (~~“Incentive Stock Options”~~b) ~~and~~Black ~~non-qualified incentive stock options (“Nonstatutory Stock Options”). Each stock option grant is required to be evidenced by a stock option agreement~~Sea, ~~which~~Anadolun ~~shall~~and beKarasu ~~subject~~Holdco towill ~~the~~enter ~~applicable~~into ~~provisions of~~ the ~~Plan.~~Lease ~~With~~and ~~respect~~Operating to the grant of any Incentive Stock Options, the Plan shall be approved by shareholders of the Company within twelve (12) months of the date of adoption of the Plan by the board of directors of the Company. Any Incentive Stock Options granted prior to shareholder ratification of the Plan shall be deemed Nonstatutory Stock OptionsAgreement; ~~provided, however, that if the Plan is not ratified within twelve (12) months of adoption, no Incentive Stock Options shall be granted until ratified by the shareholders of the Company.~~ and

~~The~~(c) ~~foregoing~~Black ~~description~~Sea ofwill be granted the ~~Plan~~sole isand ~~qualified~~exclusive inright ~~its~~to ~~entirety~~earn bya ~~reference~~95% tointerest ~~the~~representing ~~full~~a ~~text~~percentage of the ~~Plan~~Net Value of Minerals mined or extracted, asaved ~~copy~~and ofsold ~~which~~or isremoved ~~filed~~for asdisposal ~~Exhibit~~without ~~10.1~~sale tofrom ~~this~~the ~~Current~~Karasu ~~Report~~Property on(the ~~Form~~“Karasu ~~8-K~~Royalty Interest”), upon satisfaction of certain conditions.

~~Options~~On ~~Granted~~December 31, 2011, Black Sea, Anadolun and Karasu Holdco entered into the Lease and Operating Agreement (the “Lease Agreement”) and Black Sea and Anadolun amended the Earn In Agreement (“Earn In Agreement Amendment”) to conform with the terms of the Lease Agreement. Under the ~~Plan~~terms of the Earn In Agreement Amendment and the Lease Agreement, the parties agreed as follows:

On(a) ~~November~~Anadolun ~~14,~~will ~~2011,~~maintain ~~Alastair, S. Neill,~~ the ~~president,~~License ~~chief executive officer, chief financial officer, secretary, treasurer~~ and awill ~~director~~lease of the ~~Company~~Karasu ~~was~~Property ~~granted~~and ~~an option to purchase 1,000,000 shares of common stock of~~ the ~~Company under the Plan at an exercise price of $0.20 per share~~License, ~~which~~as ~~stock option shall vest based on the following schedule: 333~~applicable,~~333~~ ~~shares~~to ofKarasu ~~common stock of the Company, 12 months after the date of the grant~~Holdco; ~~333,333 shares of common stock of the Company, 24 months after the date of the grant; and 333,334 shares of common stock of the Company, 36 months after the date of the grant.~~

On(b) ~~November~~Lease ~~14,~~is ~~2011, James MacPherson, chief environmental officer and a director of the Company was~~ granted anfor ~~option to purchase 1,000,000 shares of common stock of~~ the ~~Company~~purpose ~~under the Plan at an exercise price~~ of ~~$0.20 per share~~exploration, ~~which stock option shall vest based on the following schedule: 333~~development,~~333~~ ~~shares~~mining ofand ~~common~~mineral ~~stock~~exploitation of the ~~Company,~~Karasu 12Property ~~months~~for ~~after~~any ~~the~~and ~~date~~all ~~of the grant; 333~~minerals,~~333~~ ~~shares~~metals ofand ~~common~~ores ~~stock~~and ofsubstances ~~the~~containing ~~Company,~~minerals 24or ~~months after the date of the grant; and 333~~metals,~~334~~ ~~shares of common stock of the Company~~in, 36upon ~~months~~or ~~after~~underlying the ~~date~~Karasu ~~of the grant.~~Property;

On(c) ~~November~~Lease ~~14,~~shall ~~2011,~~be ~~Markus~~for ~~Pekeler,~~twenty a(20) ~~director~~years offrom ~~the~~and ~~Company~~after ~~was~~the ~~granted~~Effective anDate ~~option to purchase 1,000,000 shares~~ of ~~common stock of~~ the ~~Company~~Lease, ~~under~~and ~~the~~for ~~Plan~~so atlong anthereafter ~~exercise~~as ~~price~~Karasu ofHoldco ~~$0.20~~shall ~~per~~(i) ~~share,~~in ~~which~~each ~~stock~~year ~~option~~as ~~shall~~may ~~vest~~be ~~based~~required onby ~~the following schedule: 333~~law,~~333~~ ~~shares~~perform ofan ~~common~~amount ~~stock~~ of ~~the~~work ~~Company,~~on 12or ~~months~~with ~~after~~respect ~~the~~to ~~date of~~ the ~~grant;~~Karasu ~~333,333~~Property ~~shares~~reasonably ofexpected ~~common~~to ~~stock~~satisfy of the ~~Company,~~annual 24assessment ~~months~~work ~~after~~requirement, ~~the~~pay ~~date~~claim ofmaintenance ~~the grant~~fees; and ~~333,334~~(ii) ~~shares~~implement ~~of common stock of~~ the ~~Company,~~Work 36Program ~~months~~(described ~~after the date of the grant.~~below);

On(d) ~~November~~Karasu ~~14,~~Holdco ~~2011, David Brow, a director of the Company was granted an option to purchase 125,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option~~ shall ~~vest~~serve ~~based~~as onOperator ~~the following schedule: 41,666 shares~~ of ~~common stock of~~ the ~~Company,~~Karasu ~~12 months after the date of the grant~~Property; ~~41,666 shares of common stock of the Company, 24 months after the date of the grant; and 41,667 shares of common stock of the Company, 36 months after the date of the grant.~~

On(e) ~~November~~The ~~14,~~parties ~~2011,~~will ~~John~~establish ~~Veltheer,~~ a ~~director~~Project ofTeam ~~the~~to ~~Company~~develop ~~was~~and ~~granted~~approve an ~~option~~Exploration ~~to purchase 250~~Budget,~~000~~ ~~shares~~Work ~~of common stock of the Company under the~~ Plan at(detailing ~~an exercise price of $0.20 per share~~exploration, ~~which~~development ~~stock~~and ~~option~~work ~~shall vest based~~ on the ~~following~~Karasu ~~schedule:~~Property) ~~83,333 shares of common stock of the Company, 12 months after the date of the grant; 83,333 shares of common stock of the Company, 24 months after the date of the grant;~~ and ~~83,334~~make ~~shares~~decisions ofrelated ~~common~~to ~~stock of~~ the ~~Company,~~Karasu ~~36 months after the date of the grant.~~Property;

~~Item 9.01. Exhibits.~~2

~~10.1~~ (f) Each of Anadolun and Black Sea ~~Metals,~~will ~~Inc.~~have ~~2011~~the ~~Stock~~right ~~Option~~to ~~Plan~~appoint two representatives to the Project Team;

(g)	Karasu Holdco, as Operator, will have certain obligations under the Lease Agreement, including implementing the Work Plan and assisting with establishment of the Exploration Budget;

(h)	Black Sea will fund the Exploration Expenditures as contemplated in the Lease Agreement and as follows:

(A)

$250,000 on or before the first anniversary date of the Closing Date,

(B)

$250,000 on or before the second anniversary date of the Closing Date, and

(C)

$500,000 on or before the third anniversary date of the Closing Date;

(i)	Anadolun shall pay the balance of the required funds in a timely way according to an approved schedule of advances or within the time limits contemplated in the Agreement for the payment of invoices for Exploration Expenditures;

(j)

If Anadolun fails to contribute its portion of the Exploration Expenditures, then Black Sea, shall advance additional funds towards the Exploration Expenditures and such additional advances shall be (a) carried forward to the succeeding period and qualify as Exploration Expenditures for such succeeding period or (b) loan funds to Anadolun to satisfy Anadolun’s obligations to fund Exploration Expenditures (the “Black Sea Loans”). Black Sea may offset payments payable to Anadolun under Cash Payments or Share Issuances under the Earn In Agreement;

(k)

Karasu Holdco reserves for the benefit of Black Sea as a retained interest in the License, the Karasu Royalty Interest, upon payment Cash Consideration ($1,000,000 in aggregate paid $250,000 within 30 days of the Closing Date, $200,000 of which shall be in the form of the Bridge Loan; $250,000 on or before the second anniversary date of the Closing Date, and $500,000 on or before the third anniversary date of the Closing Date), Share Issuances (6,000,000 shares of common stock paid 2,000,000 common shares (“Shares”) of Black Sea within 10 days of the Closing Date, 2,000,000 Shares on or before the second anniversary date of the Closing Date, and 2,000,000 Shares on or before the third anniversary date of the Closing Date) and Exploration Expenditures, as described in the Earn In Agreement; and

(l)	The Lease Agreement contains dispute resolution provisions.

The parties closed the transactions on January 5, 2011 (the “Closing Date”).

The descriptions of the Earn In Agreement Amendment and the Lease Agreement are qualified in their entirety by copies of the agreements attached to this Form 8-K as Exhibits 99.1 and 99.2, respectively. The description of the Earn In Agreement is qualified in its entirety by the disclosure in Black Sea’s Form 8-K filed on September 15, 2011, and the copy of the agreement attached to thereto as Exhibit 99.1.

Item 2.01 Completion of Acquisition of Assets

On December 31, 2011 Black Sea entered into the Lease Agreement (described in Item 1.01 above) under which it acquired the right to earn a 95% of Anadolun’s interest in Anadolun’s Karasu Rare Earth Metals Project located in Sakarya Province, Turkey (the “Karasu Property”). Under the terms of the Earn In Agreement, the Earn In Agreement Amendment and the Lease Agreement, Black Sea can earn a 95% interest in the Karasu Property by satisfying the following obligations:

(i)

paying to Anadolun or its designee,

(A)

$250,000 within 30 days of the Closing Date, $200,000 of which shall be in the form of the Bridge Loan previously made to Anadolun,

(B)

$250,000 on or before the second anniversary date of the Closing Date, and

(C)

$500,000 on or before the third anniversary date of the Closing Date;

(ii)

alloting and issuing to Anadolun or its designee, as fully paid and non-assessable:

(A)

2,000,000 common shares (“Shares”) of Black Sea within 10 days of the Closing Date,

(B)

2,000,000 Shares on or before the second anniversary date of the Closing Date, and

(C)

2,000,000 Shares on or before the third anniversary date of the Closing Date; and

(iii)

funding Exploration Expenditures approved by the Project Team (as defined in the Lease Agreement) of $1,000,000 on the Karasu Property under the terms of the Lease Agreement as follows:

(A)

$250,000 on or before the first anniversary date of the Closing Date,

(B)

$250,000 on or before the second anniversary date of the Closing Date, and

(C)

$500,000 on or before the third anniversary date of the Closing Date.

If the Exploration Expenditures exceed the amount required to be incurred within any period, then Black Sea, shall advance additional funds towards the Exploration Expenditures and such additional advances shall be carried forward to the succeeding period and qualify as Exploration Expenditures for such succeeding period. If the Exploration Expenditures incurred are less than the amount required to be incurred within any period, Black Sea will distribute additional funds to account for the deficiency, in the succeeding period.

Item 9.01 Exhibits

99.1 Amendment No. 1 to the Earn In Agreement

99.2 Lease and Operating Agreement

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.

BLACK SEA METALS, INC. ~~November~~January 175, 2011 By: /s/ Alastair Neill Alastair Neill Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Black Sea Metals, Inc. 2011 Stock Option Plan

99.1 Amendment No. 1 to the Earn In Agreement

99.2 Lease and Operating Agreement

Filing Compare · Black Sea Metals Inc.