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EX-10.1 - Gunpowder Gold Corpv213167_ex10-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 24, 2011


 
Date of Report
(Date of Earliest Event Reported)

GUNPOWDER GOLD CORPORATION


 
(Exact name of registrant as specified in its charter)

Nevada
001-34976
26-3751595
State or other
(Commission
(I.R.S. Employer
jurisdiction of
File Number)
Identification No.)

10 th Floor
3 Hardman Street, Manchester
United Kingdom, M3 3HF



(Address of principal executive offices)

011-44-161-932-1446


 
(Registrant’s telephone number, including area code)


 
 


(Former name and former address, if changed since last report)

¨
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))
 
 
 

 

Section 3. Securities and Trading Markets
 
Item 3.02
Unregistered Sales of Equity Securities

On February 24, 2011, Gunpowder Gold Corp., a Nevada corporation (the “ Company” ), closed a private placement of 266,667 units at $.75 per unit for a total offering price of $200,000.  The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended.  Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant.  The warrants are exercisable at a price of $.90 per share and expire on March 1, 2013.  The private placement was fully subscribed to by a non-U.S. corporation.
 




Item 9.01 Financial Statements and Exhibits
 
Exhibits:
 
Exhibit No.
Description
   
10.1
Form of warrant
 
 
 
 
 
 
 


 

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.

 
Gunpowder Gold Corporation
      
Date:  March 1, 2011
By :
/s/ Neil Jason Pestell
   
Neil Jason Pestell,
   
President