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EX-99 - PRESS RELEASE - Gentor Resources, Inc.pressrelease.htm

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):   December 22, 2010


GENTOR RESOURCES, INC.

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(Exact name of registrant as specified in its charter)


Florida


(State or other jurisdiction of incorporation)

333-130386


(Commission file number)

20-267977


(IRS Employer Identification Number)

First Canadian Place, Suite 7070

100 King Street West

Toronto,  Ontario M5X 1E3

Canada

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(Address of principal executive offices)


(416) 366-2221

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(Registrant’s telephone number, including area code)


n/a

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(Former name or former address, if changes since last repot)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


[  ]

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]

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




Cautionary Statement Regarding Forward-looking Statements


This Current Report on Form 8-K may contain “forward looking” statements or statements which arguably imply or suggest certain things about our future.  Statements, which express that we “believe”, “anticipate”, “expect”, or “plan to”, as well as, other statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on assumptions that we believe are reasonable, but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements.  We do not intend to update these forward looking statements.


Section 3 - Securities and Trading Markets


Item 3.02.  Unregistered Sales of Equity Securities


For the period from November 8, 2010 through November 30 2010, Gentor Resources, Inc. (the “Company”) sold 3,662,670 Units (as defined herein) to various non-U.S. Persons (as such term is defined in Rule 902 of Regulation S of the Securities Act of 1933)(each a “Purchaser”) for aggregate consideration of US$2,747,000. Each Unit (each a “Unit”) consists of one (1) share of the $.0001 par value common stock of the Company (the “Common Stock”) and one (1) warrant (a “Warrant”) to purchase one (1) share of Common Stock. The terms of the Warrant provide that the holder thereof is entitled to purchase one share (1) share of Common Stock at a purchase price of ninety cents (US$0.90) per share of Common Stock at any time within twelve (12) months subsequent to the date of the issuance of the Warrant. Neither the Common Stock, the Warrants or the Common Stock underlying the Warrants that comprise the Units nor the sale thereof have be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Units so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved) and/or Regulation S under the Securities Act.  Each Purchaser, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), made an informed investment decision based upon negotiation with the Company. The Company believes that each Purchaser has the knowledge and experience in financial matters such that such Purchaser is capable of evaluating the merits and risks of acquisition of the Units. All certificates representing the Common Stock and the Warrants issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act.


Section 8 - Other Events


Item 8.01.  Other Events


Press Release


On December 22, 2010, the Company issued a press release to report the completion of a US$2,747,000 private placement. The press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.


Section 9 - Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits


99.1

Press Release dated December 22, 2010


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 thereunder duly authorized.



Dated: December 28, 2010


Gentor Resources, Inc.


/s/ Peter Ruxton



By: Peter Ruxton, President and Chief Executive Officer