Form 8-K for SILVERADO GOLD MINES LTD
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23-May-2006
Unregistered Sale of Equity Securities, Financial Statements and Exhibit
Item 3.02 Unregistered Sales of Equity Securities.
Silverado Gold Mines Ltd. (the "Company") has completed the following sales of equity securities in transactions that have not been registered under the Securities Act of 1933 (the "Act"), and that have not been reported on our previous periodic reports filed under the Securities Exchange Act of 1934 (the "Exchange Act"):
Regulation S
The Company completed the following transactions pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an "offshore transaction," as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to the Company that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between the Company and the investors included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or are exempt from the Act. The investors agreed by execution of the subscription agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that the Company is required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or an exemption from registration under the Act; and
(iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or pursuant to an applicable exemption from registration under the Act.
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On April 7, 2006, the Company issued 10,376,667 units, each consisting of one share of restricted common stock and one-half of a warrant, to two investors for an aggregate purchase price of US $622,600. Each whole warrant is exercisable for a period of two years, and will be exercisable for one share of restricted common stock at a per share exercise price of US $0.12.
On April 25, 2006, the Company issued 9,900,001 units, each consisting of one share of restricted common stock and one-half of a warrant, to four investors for an aggregate purchase price of US $693,000. Each whole warrant is exercisable for a period of two years, and will be exercisable for one share of restricted common stock at a per share exercise price of US $0.12.
On April 25, 2006, the Company issued 500,000 shares of restricted common stock to one investor for an aggregate purchase price of US $40,000.
On May 16, 2006, the Company issued 4,000,000 shares of restricted common stock to one investor pursuant to the exercise of a common share purchase warrant for an aggregate purchase price of US $400,000.
On May 18, 2006, the Company issued 2,000,000 shares of restricted common stock to one investor pursuant to the exercise of a common share purchase warrant for an aggregate purchase price of US $80,000.
Regulation D
The Company also completed the following transactions, which were exempt from the registration requirements of the Act, under Regulation D and the rules thereunder, including Rule 506 insofar as: (1) each of the investors was accredited within the meaning of Rule 501(a); (2) the transfer of the securities were restricted by the Registrant in accordance with Rule 502(d); (3) there were no more than 35 non-accredited investors in any transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under
Section 4(2) of the Act within the twelve months preceding the transaction; and
(4) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).
On April 25, 2006, the Company issued 1,500,000 shares of restricted common stock to four accredited investors for an aggregate purchase price of US $120,000.
On May 1, 2006, the Company issued 2,400,000 shares of restricted common stock to five accredited investors for an aggregate purchase price of US $192,000.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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