UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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): August 24, 2010 (August 19, 2010)
SILVERADO GOLD MINES
LTD.
(Exact name of Registrant as specified in charter)
British Columbia, Canada | 000-12132 | 98-0045034 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification Number) |
1111 West Georgia Street, Suite
1820
Vancouver, British Columbia, Canada V6E 4M3
(Address of
principal executive offices)
Registrants telephone number, including area code: 1 (800) 665-4646
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 |
SILVERADO GOLD MINES LTD.
This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, the Filings) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrants management, as well as estimates and assumptions made by the Registrants management. When used in the Filings the words anticipate, believe, estimate, expect, future, intend, plan or the negative of these terms and similar expressions as they relate to the Registrant or the Registrants management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrants industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Item 3.02 Unregistered Sales of Equity Securities
Regulation D
On June 30, 2010, Silverado Gold Mines Ltd. (the Registrant) entered into three Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 5,833,334 units under Rule 506 of Regulation D of the Securities Act of 1933 (the Act) to three accredited investors for the aggregate purchase price of US $17,500. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.01.
On July 12, 2010, the Registrant completed the sale and issuance of 7,552,870 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investors conversion of a convertible promissory note. The per share conversion price of such shares was US $0.002317, resulting in a conversion price of US $17,500.
On July 19, 2010, the Registrant entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 12,000,000 units under Rule 506 of Regulation D of the Act to two accredited investors for the aggregate purchase price of US $36,000. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.01.
On July 27, 2010, the Registrant issued 20,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor in connection with the Registrants sale of a secured promissory note to such investor for the purchase price of US $75,000.
On July 28, 2010, the Registrant completed the sale and issuance of 4,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investors exercise of common stock purchase warrants. The per share exercise price of such shares was US $0.00233, resulting in a purchase price of US $9,320.
On July 28, 2010, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 10,000,000 units under Rule 506 of Regulation D of the Act to one accredited investor for the purchase price of US $30,000. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.00233.
On July 28, 2010, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 1,000,000 units under Rule 506 of Regulation D of the Act to one accredited investor for the purchase price of US $3,000. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.01.
On July 30, 2010, the Registrant completed the sale and issuance of 19,444,444 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investors partial conversion of a convertible promissory note. The per share conversion price of such shares was US $0.0018, resulting in a conversion price of US $35,000.
On August 5, 2010, the Registrant completed the sale and issuance of 1,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investors exercise of common stock purchase warrants. The per share exercise price of such shares was US $0.00233, resulting in a purchase price of US $2,330.
On August 10, 2010, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 1,000,000 units under Rule 506 of Regulation D of the Act to one accredited investor for the purchase price of US $3,000. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.01.
On August 12, 2010, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 8,000,000 units under Rule 506 of Regulation D of the Act to one accredited investor for the purchase price of US $24,000. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.01.
On August 16, 2010, the Registrant completed the sale and issuance of 16,666,667 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investors partial conversion of a convertible promissory note. The per share conversion price of such shares was US $0.0018, resulting in a conversion price of US $30,000.
On August 23, 2010, the Registrant issued 15,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor in connection with the Registrants entry into a Consulting and Marketing Agreement with such investor.
On August 23, 2010, the Registrant entered into three Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 8,808,334 units under Rule 506 of Regulation D of the Act to three accredited investors for the aggregate purchase price of US $26,425. Each such unit consists of one share of the Registrants restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrants restricted common stock at a per share exercise price of US $0.01.
The Registrant completed the foregoing transactions in reliance upon the exemption from registration provided by Regulation D of the Act and the rules thereunder insofar as: (i) each of the investors was accredited within the meaning of Rule 501(a); (ii) the securities sold and issued were restricted by the Registrant in accordance with Rule 502(d); (iii) there were no more than 35 non-accredited investors in all of the transactions completed by the Registrant under Rule 506 within the six months preceding or following any of the transactions disclosed herein; (iv) the Registrant satisfied the information requirements set forth in Rule 502(b); and (v) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).
The Registrant did not pay any commissions to third parties in connection with the foregoing transactions.
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.
August 24, 2010 | Silverado Gold Mines Ltd. | |
By: | /s/ Garry L. Anselmo | |
Garry L. Anselmo, | ||
Chief Executive Officer |