8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Exploration Drilling International Inc. - Form 8-K

UNITED STATES
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

November 12, 2007
Date of Report (Date of earliest event reported)

EXPLORATION DRILLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50459 98-0396733
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

Goethestrasse 61  
D-45721 Haltern am See, Germany  
(Address of principal executive offices) (Zip Code)

0049-2364-604428
Registrant's telephone number, including area code

Suite 212 – 810 Peace Portal Drive
Blaine, WA 98230
Tel: (360) 305-5696
(Former name or former address, if changed since last report)

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:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


SECTION 3 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On November 12, 2007, Exploration Drilling International Inc. (the “Company”) completed a private placement to two corporate investors of a total of 3,250,000 units at a price of EUR 0.20 per unit for total proceeds of EUR 650,000. Each unit is comprised of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase one additional share of the Company’s common stock at a price of $0.35 US per share for a period of two years from the date of issuance. This private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. The Company did not engage in a distribution of this offering in the United States. Each investor represented that it was not a US person as defined in Regulation S, and has provided representations indicating that it was acquiring the Company’s securities for investment purposes only and not with a view towards distribution.

A copy of the news release announcing the completion of the private placement described above is attached as an exhibit hereto.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)         Exhibits

Exhibit Number   Description of Exhibit
     
99.1   Press Release dated November 16, 2007

 

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.

  EXPLORATION DRILLING INTERNATIONAL INC.
Date: November 16, 2007  
  By:
    /s/ Guenter Thiemann
    GUENTER THIEMANN
    Chief Financial Officer

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