UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
January 22, 2013
Date of Report (Date of earliest event reported)
HANDENI GOLD INC.
(Exact name of registrant as specified in its charter)
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Nevada of incorporation) |
000-50907 File Number) |
98-0430222 Identification No.) |
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228 Regent Estate (Address of principal executive offices) |
N/A (Zip Code) |
011-255-222-70-00-84
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
Effective January 22, 2013 Handeni Gold Inc. (the "Company") completed a private placement with three investors whereby the Company has now issued an aggregate of 13,000,000 shares of common stock, at a subscription price of $0.05 per common share, for gross proceeds to the Company of $650,000.
The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Regulation S, based on representations and warranties provided by the purchasers of the shares in their respective subscription agreements entered into between each purchaser and the Company.
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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HANDENI GOLD INC. |
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DATE: January 22, 2013 |
By: /s/ Reyno Scheepers |
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