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Form 8-K for BULLION RIVER GOLD CORP
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13-Jul-2006
Unregistered Sale of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On July 10, 2006 the Registrant completed the offer and sale of an aggregate of 7,069,006 Units, with each Unit consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock. Through July 10, 2006 the Registrant received $ 4,244,251 in gross proceeds from the subscriptions and $4,077,376 in net proceeds from the subscriptions after the deduction $166,875 in finder's fees and other fees and expenses in the offering. The Registrant received a reduction in the amount it owes on a certain land purchase agreement of $175,500 from the Washington Niagra Mining Partnership ("Washington Niagra") for Washington Niagra's purchase of 234,000 units.
With respect to the issuance and sale of the Units to the Investors, exemption from registration requirements is claimed under the Securities Act of 1933, as amended (the "Securities Act") in reliance on Section 4(2) of the Securities Act, Regulation D or Regulation S promulgated thereunder. The subject Investors represented their intention to acquire the Registrant's shares for investment only and not with a view to, or for sale in connection with, any distribution thereof and appropriate legends were affixed to the certificates evidencing the shares in such transaction. Furthermore, with respect to issuance and sale in reliance upon Regulation S, the subject Investors represented there are not U.S. persons and that they will resell the Registrant's shares only in accordance with the provisions of Regulation S. The subject Investors had acquired access to information about the Registrant.
Subscription Subscriber Amount Elton Participation Group (1) 1,000,000 Willy Huber (1) 20,000 Susanne Schoen (1) 50,000 Karsten Behrens (1) 12,500 Swiss First (1) 100,000 Arnd Kaltofen-Ehmann (1) 7,500 Barbara Thurner (1) 7,500 Gerd Weger (1) 100,000 Rashid Ahmed (1) 8,250 Shane Mortimer (1) 4,250 Engelbert Hormannsdorfer (1) 20,000 Angela Hochwimmer (1) 25,000 Ingo Brehme (1) 20,000 Lars Lindquist (1) 10,000 Laguana Partners Ltd. (1) 10,000 Christopher Paterson (1) 50,000 Heinz Hoefliger (1) 50,000 4P Management Partners SA (1) 30,000 PHS Management (2) 500,000 Alfred Haber (2) 90,000 AU Capital (3) 75,000 Goldberg Partners, LP (3) 100,001 DKR Soundshore Oasis Holding Fund Ltd. (3) 250,000 AES Capital Partners, LP (3) 300,000 Abundance Partners LP (3) 150,000 Dennis Shaya (3) 100,000 Majorie L Gorelik (3) 20,000 Andrew Williams (3) 30,000 David Geller (3) 75,000 Roger Muelhaupt (3) 105,000 Gordon Seto (3) 25,000 Washington Niagra Mining Partnership (3) 175,500 (4) Robert Shaya (3) 60,000 Simon Vogel (3) 30,000 David Bloom (3) 40,000 Saul Kessler (3) 50,000 Mordechai Vogel (3) 30,000 Basu Biosciences, LP (3) 100,000 Rodney Towers (3) 18,750 Alan Grayson (3) 375,000 AS Capital Partners, LLC (3) 20,000
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(1) Investors purchased units ("Units") in the Registrant for a purchase price of $0.50 per unit, each of which consists of (A) one restricted share of the Registrant's common stock ("Common Stock"), and (B) one two-year warrant ("Warrant") to purchase one restricted share of Common Stock at an exercise price of $0.75 per share as evidenced by a common stock purchase warrant.
(2) Investors purchased units ("Units") in the Registrant for a purchase price of $0.50 per unit, each of which consists of (A) one restricted share of the Registrant's common stock ("Common Stock"), and (B) one twenty one month warrant ("Warrant") to purchase one restricted share of Common Stock at an exercise price of $0.75 per share as evidenced by a common stock purchase warrant. In connection with the Offering, the Registrant and the Investors also entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Registrant has agreed to register for resale the shares of Common Stock sold to the Investors in the Offering and the shares of Common Stock underlying the Warrants ("Registrable Securities"). Pursuant to the Registration Rights Agreement, the Registrant agreed to file a registration statement ("Registration Statement") with the Securities and Exchange Commission (the "SEC") within ninety (90) days following the date of the Securities Purchase Agreement and use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after its filing, but in any event not later than the earlier of (A) the 180 th calendar day following the date of the Securities Purchase Agreement and (B) the fifth trading day following the date on which the SEC notifies the Registrant that it will not review the Registration Statement or that the Registration Statement is no longer subject to review and comments. The Registrant further agreed to use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k).
(3) Investors purchased units ("Units") in the Registrant for a purchase price of $0.75 per unit, each of which consists of (A) one restricted share of the Registrant's common stock ("Common Stock"), and (B) one two year warrant ("Warrant") to purchase one restricted share of Common Stock at an exercise price of $1.00 per share as evidenced by a common stock purchase warrant. In connection with the Offering, the Registrant and the Investors also entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Registrant has agreed to register for resale the shares of Common Stock sold to the Investors in the Offering and the shares of Common Stock underlying the Warrants ("Registrable Securities"). Pursuant to the Registration Rights Agreement, the Registrant agreed to file a registration statement ("Registration Statement") with the Securities and Exchange Commission (the "SEC") within ninety (90) days following the date of the Securities Purchase Agreement and use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after its filing, but in any event not later than the earlier of (A) the 180 th calendar day following the date of the Securities Purchase Agreement and (B) the fifth trading day following the date on which the SEC notifies the Registrant that it will not review the Registration Statement or that the Registration Statement is no longer subject to review and comments. The Registrant further agreed to use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k).
(4) $175,500 was not received in cash but was a reduction in the cost of a land purchase agreement.
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