Attached files
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EX-99.1 - EXHIBIT 99.1 - Trio Resources, Inc. | ex99-1.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): August 7, 2014
TRIO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-178472 | 99-0369568 | ||
(State
or other jurisdiction |
(Commission
File Number) |
(IRS
Employer Identification No.) |
100 King Street West, Suite 5600 | ||
Toronto, Ontario | M5X 1C9 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (416) 409-2802
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))
Item 3.02. | Unregistered Sales of Equity Securities. |
On August 7, 2014, Trio Resources, Inc. (the “Company”) closed its private placement offering (the “Offering”) with certain accredited investors for 27,250,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) at an offering price of $0.02 per Share for gross proceeds of $545,000. The Offering was conducted without an underwriter or placement agent. The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors took the Shares for investment and not resale and the Company took appropriate measures to restrict the transfer of the Shares.
The Company’s press release dated August 13, 2014 announcing the closing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-k, and the relevant information contained therein is incorporated herein by reference.
Item 9.01. | Exhibits. |
(d) | Exhibits | |
99.1 | Press Release, dated August 13, 2014, issued by 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, thereunto duly authorized.
TRIO RESOURCES, INC. | ||
Date: August 13, 2014 | By: | /s/ J. Duncan Reid |
Name: | J. Duncan Reid | |
Title: | Chief Executive Officer |