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SLGLF.OB > SEC Filings for SLGLF.OB > Form 8-K on 6-Oct-2009All Recent SEC Filings

Show all filings for SILVERADO GOLD MINES LTD | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SILVERADO GOLD MINES LTD


6-Oct-2009

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities

Regulation D

On June 5, 2009, Silverado Gold Mines Ltd. (the "Registrant") entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 2,000,000 units under Rule 506 of Regulation D of the Act to two accredited investors for the aggregate purchase price of US $20,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On June 12, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 2,900,000 units under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $29,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On June 29, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 1,000,000 units under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $10,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On July 17, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 1,500,000 units under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $15,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.


On July 22, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 13,500,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $135,000.

On July 27, 2009, the Registrant entered into three Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 4,000,000 units under Rule 506 of Regulation D of the Act to five accredited investors for the aggregate purchase price of US $40,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 12, 2009, the Registrant entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 2,000,000 units under Rule 506 of Regulation D of the Act to two accredited investors for the aggregate purchase price of US $20,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 17, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 2,500,000 units under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $25,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 20, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 1,000,000 units under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $10,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 28, 2009, the Registrant entered into a Regulation D Subscription Agreement pursuant to which it sold and issued 5,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to an accredited investor for the purchase price of US $50,000.

On September 17, 2009, the Registrant entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 2,000,000 units under Rule 506 of Regulation D of the Act to three accredited investors for the aggregate purchase price of US $20,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On September 29, 2009, the Registrant entered into four Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 16,500,000 units under Rule 506 of Regulation D of the Act to four accredited investors for the aggregate purchase price of US $165,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.


On October 6, 2009, the Registrant entered into four Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 3,500,000 units under Rule 506 of Regulation D of the Act to four accredited investors for the aggregate purchase price of US $35,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

The Registrant completed the foregoing transactions in reliance upon the exemption from registration provided by Regulation D of the Act and the rules thereunder insofar as: (i) each of the investors was accredited within the meaning of Rule 501(a); (ii) the securities sold and issued were restricted by the Registrant in accordance with Rule 502(d); (iii) there were no more than 35 non-accredited investors in all of the transactions completed by the Registrant under Rule 506 within the six months preceding or following any of the transactions disclosed herein; (iv) the Registrant satisfied the information requirements set forth in Rule 502(b); and (v) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

Regulation S

On June 15, 2009, the Registrant entered into three Regulation S Subscription Agreements pursuant to which it sold and issued an aggregate of 10,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the aggregate purchase price of US $100,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On June 16, 2009, in accordance with the terms of the Equity Line Agreement, dated May 6, 2009, between the Registrant and Ashborne Finance Ltd., the Registrant completed the sale and issuance of 9,500,000 shares of its restricted common stock to Ashborne under Rule 903 of Regulation S of the Act for the purchase price of $95,000.

On June 29, 2009, the Registrant entered into two Regulation S Subscription Agreements pursuant to which it sold and issued an aggregate of 9,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the aggregate purchase price of US $90,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 23, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 5,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $50,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 24, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 5,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $50,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.


On August 26, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 5,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $50,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 27, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 8,500,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $85,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On August 28, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 2,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $20,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On September 28, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 12,500,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $125,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one-half of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On September 29, 2009, the Registrant entered into four Regulation S Subscription Agreements pursuant to which it sold and issued an aggregate of 3,500,000 units under Rule 903 of Regulation S of the Act to four accredited investors for the aggregate purchase price of US $35,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

On October 6, 2009, the Registrant entered into a Regulation S Subscription Agreement pursuant to which it sold and issued 1,000,000 units under Rule 903 of Regulation S of the Act to one accredited investor for the purchase price of US $10,000. Each such unit consists of one share of the Registrant's restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Registrant's restricted common stock at a per share exercise price of US $0.02.

The Registrant completed the foregoing transactions pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the securities was completed in an "offshore transaction," as defined in Rule 902(h) of Regulation S. The Registrant did not engage in any directed selling efforts (as defined in Regulation S) in the United States in connection with the sale of the securities. The investor represented to the Registrant that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person. The investor also acknowledged 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 registration requirements of the Act. The investor agreed: (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 Registrant will refuse to recognize any transfer of the securities purchased unless such 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 under the Act and could not be resold without registration under the Act or pursuant to an applicable exemption from registration under the Act.

The Registrant has paid or shall pay a total of $14,500 in commissions to third parties in connection with the foregoing transactions.


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