Form 8-K for UREX ENERGY CORP.
30-Nov-2006
Unregistered Sale of Equity Securities, Financial Statements and Exhibits
Item 3.02 Unregistered Sales of Equity Securities
On November 22, 2006, we closed a private placement of 4,000,000 common shares, 2,000,000 Series A common share purchase warrants and 2,000,000 Series B common share purchase warrants resulting in gross proceeds of $1,000,000. The proceeds will be used for working capital.
The private placement consisted of the issuance of 4,000,000 units at $0.25 per unit. Each unit consists of one common share and one-half of one Series A common share purchase warrant (each, a "Series A Warrant") and one-half of one Series B common share purchase warrant (each, a "Series B Warrant") (the Series A Warrants and the Series B Warrants being referred to as the "Warrants"). Each whole Warrant shall be non-transferable and shall
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entitle the holder to purchase one additional common share. Each whole Series A Warrant shall be exercisable for a period of one (1) year commencing from the closing of the offering at a price of $0.50 per share. Each whole Series B Warrant shall be exercisable for a period of two (2) years commencing from the closing of the offering at a price of $1.00 per share.
We issued these securities to non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
The shares issued in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933.
We will pay a cash finder's fee of up to 5% of the gross proceeds received from the placement of 2,000,000 units for services in the transaction.
Item 9.01. Financial Statements and Exhibits.
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