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) February 15, 2012
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Star Gold Corp.
(Name of Small Business issuer in its charter)
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Nevada |
| 000-52711 |
| 27-0348508 |
(State or other jurisdiction of incorporation or organization) |
| (Commission File No.) |
| (IRS Employer Identification Number) |
611 E. Sherman Ave.
Coeur dAlene ID 83814
(Address of principal executive offices)
208- 755-5374
(Registrants telephone number)
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SECTION 3 SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SEUCIRITES
The Company intends, by or before the end of February 2012, to close a private placement of its securities which shall include issuing convertible debentures and warrants (the Placement). The Placement will consist of issuing up to one million five hundred thousand dollars ($1,500,000) in five percent (5%) convertible debentures (the Debentures). The Debentures shall be due one (1) year from their original issue date and shall be convertible in to shares of the Companys common stock, at the conversion price of $.10 per share, at any time before maturity solely at the option of the Company. The Placement will also include the issuance of warrants (the Warrants), to the Debenture holders, giving the holders thereof the ability to purchase, at the exercise price of $.15 per share, one (1) share of common stock of the Company for each share of Companys common stock issuable to holder upon conversion of the Debentures issued in conjunction with the Warrants. For example: if a Debenture holder has the ability to receive 100 shares of Star Gold Corp. common stock upon conversion of that holders Debenture, then that holder will have the ability, pursuant to the Warrant issued to that holder in conjunction with the issuance of the Debenture, to purchase up to 100 additional shares of the Companys common stock pursuant to the Warrant. The Warrants expire one (1) year from their original issue date. The Company intends to use the proceeds of the Placement to further conduct exploration activities and for general corporate purposes.
As of February 15, 2012, the Company has sold 26, raising a total of $900,000. There were no underwriting discounts and no commissions were paid in connection with the offering. The Company relied upon the exemptions available under Rule 506 of Regulation D.
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.
Star Gold Corp.
/s/ Kelly Stopher
Kelly Stopher
Chief Financial Officer
February 16, 2011