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EX-99.1 - Titan Oil & Gas, Inc.form8k010311ex99-1.htm


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): January 3, 2011
 
TITAN OIL & GAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
333-153762
26-2780766
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
7251 West Lake Mead Boulevard, Suite 300
Las Vegas, Nevada
(Address of Principal Executive Offices)
 
89128
(Zip Code)
 
(702) 562-4315
(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 (see General Instruction A.2. below):
 
|_| 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))

 

 


 
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Section 8 – Other Events

Item 8.01 Other Events.

On January 3, 2011 the Registrant closed a private placement of 67,000 common shares at $1.50 per share for a total offering price of $100,500.  The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.   The private placement was fully subscribed to by one non-U.S. person.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements.

(b) Pro forma financial information.

(c) Exhibits:

10.1           Form of Private Placement Subscription Agreement








 
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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.

 
Titan Oil & Gas, Inc.
 
(Registrant)
   
 
By: /s/ Jarnail Dhaddey
 
Name: Jarnail Dhaddey,
Title: President, Chief Executive Officer, Treasurer, Secretary and Director

Date:  January 7, 2011