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) March 27, 2015
HOMELAND
RESOURCES LTD.
(Exact
name of registrant as specified in its charter)
| NEVADA | 000-55282 | 26-0841675 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
3395 S. Jones
Boulevard, #169 Las Vegas, Nevada |
89146 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant's telephone number, including area code | (877) 503-4299 | |
Not
Applicable
(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:
| [ ] | 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 March 27, 2015, Homeland Resources Ltd. (the "Company") issued an aggregate of 1,500,000 units (each a "Unit") at a price of USD$0.12 per Unit to non-U.S. persons for gross proceeds of $180,000 pursuant to the provisions of Regulation S of the Securities Act. Each Unit is comprised of one share of the Company’s common stock and one share purchase warrant (each a “Warrant”), with each Warrant entitling the holder to purchase an additional share of the Company's common stock at an exercise price of USD$0.25 per share for a period expiring March 27, 2016.
The Company did not engage in a distribution of the Units in the United States. Each of the subscribers represented that they were not “US persons” as defined in Regulation S of the Securities Act and that they were not acquiring the shares for the account or benefit of a US person. Each of the subscribers represented that they were “accredited investors” as defined in National Instrument 45-106 adopted by Canadian securities regulators.
Finders Fees
The Company paid a finder’s fee of $18,000 in cash in respect of the 1,500,000 Units sold to non-U.S. persons introduced by a finder (the “Finder”). In addition, the Company will pay the Finder an additional cash fee of 10% of the exercise price of any Warrants exercised by subscribers introduced by the Finder. The finder is registered as a finder under BC Instrument 32-513 adopted by the securities commissions of British Columbia, Alberta, Manitoba, Saskatchewan, Northwest Territories, Nunavut and the Yukon Territory.
SIGNATURE
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.
| HOMELAND RESOURCES LTD. | ||
| Date: April 2, 2015 | ||
| By: | /s/ David St. James | |
| David St. James, | ||
| Secretary and Treasurer | ||