Firstgold Corp. - Form 8-K
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): April 12,
2007
FIRSTGOLD
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-20722
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16-1400479
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3108
Gabbert Drive, Suite 210
Cameron
Park, CA
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95682
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (530) 677-5974
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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.02 Recent
Sales of Unregistered Securities
On
April
12, 2007, Firstgold Corp. sold 5,673,110 Units at a price of $.45 per Unit.
Each
Unit consisted of one share of Firstgold’s common stock and 1/2 warrant to
purchase a share of Firstgold’s common stock at an exercise price of $.65 per
share. The warrants are exercisable for a term of 18 months. Firstgold raised
$2,552,900 in gross proceeds from the sale of the Units. The Units are subject
to a qualification condition that if the shares issued in the Units are not
registered in the United States or become listed for trading on the Toronto
Stock Exchange by October 15, 2007, the shares and warrants issued in each
Unit
will be increased by 10%. The Canadian selling agent which participated in
this
offering was paid a selling commission of 7% or $178,703 and was issued broker's
warrants equal to 10% of the Units sold which represents warrants to purchase
approximately 567,311 shares of Firstgold’s common stock at an exercise price of
$.65 per share. The broker's warrants are exercisable for a term of 12
months.
The
Units
were offered and sold exclusively to individuals residing or entities formed
outside the United States who were not deemed to be “US persons” as that term is
defined under Regulation S. Each investor represented that it was purchasing
such Units for its own account. Both the offer and the sale of the Firstgold
Units were made outside the United States in “offshore transactions” as that
term is defined under Regulation S. The shares and warrants are deemed to be
“restricted securities” as defined in Rule 144 under the Securities Act of 1933.
Item
9.01 Financial
Statements and Exhibits
Exhibits.
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.
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FIRSTGOLD
CORP. |
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Date: May
11,
2007 |
By: |
/s/ James
Kluber |
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James
Kluber, Chief Financial Officer |
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