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): August 24,
2010
White
Mountain Titanium Corporation
(Exact
Name of Registrant as Specified in Charter)
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NEVADA
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333-129347
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87-057730
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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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Augusto Leguia 100, Oficina 812, Las Condes,
Santiago Chile
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None
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (56 2) 657-1800
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:
o Written communications
pursuant to Rule 425 under the Securities Act
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
3.02
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Unregistered
Sales of Equity Securities
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On August
24, 2010, Freeport-McMoRan Copper & Gold, formerly known as Phelps Dodge
Corporation, converted all of its 625,000 shares of Series A Convertible
Preferred Stock into 1,000,000 shares of common stock. The common
shares were issued without registration under the Securities Act by reason of
the exemption from registration afforded by the provisions of Section 3(a)(9) of
the Securities Act. No commission or other remuneration was paid or
given directly or indirectly for soliciting such exchange.
With the
conversion of the above-referenced preferred shares, we currently have
40,370,012 common shares issued and outstanding and 6,739,785 warrants
outstanding. Of the outstanding warrants, 4,250,000 are held by
Rubicon Master Fund and expire on April 1, 2011, and all but 254,785 of the
remaining warrants are held by management. We also continue to have
outstanding 2,740,000 common stock options and 1,050,000 common shares issuable
upon reaching certain milestones.
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.
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White
Mountain Titanium Corporation
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Date: August
24, 2010
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By:
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/s/ Charles E. Jenkins | |
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Charles
E. Jenkins, President
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