-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxjdMOG8YPpvH06MoD43k0cMVDQ6sA6iuL+z0DJvWnbTjZZj788BkfKdfRxGebc1 /6qypC1lp/7PtkvJIZyqFQ== 0001062993-10-003327.txt : 20101013 0001062993-10-003327.hdr.sgml : 20101013 20101013165714 ACCESSION NUMBER: 0001062993-10-003327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101007 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20101013 DATE AS OF CHANGE: 20101013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVERADO GOLD MINES LTD CENTRAL INDEX KEY: 0000731727 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980045034 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12132 FILM NUMBER: 101122114 BUSINESS ADDRESS: STREET 1: SUITE 1820 STREET 2: 1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: 604-689-1535 MAIL ADDRESS: STREET 1: SUITE 1820 STREET 2: 1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 FORMER COMPANY: FORMER CONFORMED NAME: SILVERADO MINES LTD DATE OF NAME CHANGE: 19940722 8-K 1 form8k.htm CURRENT REPORT Silverado Gold Mines Ltd.: Form 8-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 13, 2010 (October 7, 2010)

SILVERADO GOLD MINES LTD.
(Exact name of Registrant as specified in charter)

British Columbia, Canada 000-12132 98-0045034
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

1111 West Georgia Street, Suite 1820
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices)

Registrant’s telephone number, including area code: 1 (800) 665-4646

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

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


SILVERADO GOLD MINES LTD.

This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Item 3.02 Unregistered Sales of Equity Securities

Regulation D

On August 23, 2010, Silverado Gold Mines Ltd. (the “Registrant”) completed the sale and issuance of 8,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Securities Act of 1933 (the “Act”) to one accredited investor following such investor’s exercise of common stock purchase warrants. The per share exercise price of such shares was US $0.00233, resulting in a purchase price of US $18,640.

On August 27, 2010, the Registrant completed the sale and issuance of 5,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investor’s exercise of common stock purchase warrants. The per share exercise price of such shares was US $0.00233, resulting in a purchase price of US $11,650.

On August 31, 2010, the Registrant completed the sale and issuance of 10,431,154 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investor’s conversion of a convertible promissory note. The per share conversion price of such shares was US $0.001438, resulting in a conversion price of US $15,000.

On September 8, 2010, the Registrant entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 2,500,000 units under Rule 506 of Regulation D of the Act to two accredited investors for the aggregate purchase price of US $7,500. 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 $0.01.

On September 13, 2010, the Registrant completed the sale and issuance of 39,787,798 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investor’s conversion of a convertible promissory note. The per share conversion price of such shares was US $0.001885, resulting in a conversion price of US $75,000.


On September 20, 2010, the Registrant completed the sale and issuance of an aggregate of 4,000,000 shares of its restricted common stock under Rule 506 of Regulation D of the Act to six accredited investors following such investors’ exercise of common stock purchase warrants. The per share exercise price of such shares was US $0.00233, resulting in an aggregate purchase price of US $9,320.

On September 22, 2010, the Registrant completed the sale and issuance of 12,551,550 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investor’s conversion of a convertible promissory note. The per share conversion price of such shares was US $0.001885, resulting in a conversion price of US $23,659.67.

On September 28, 2010, the Registrant entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 2,166,667 units under Rule 506 of Regulation D of the Act to two accredited investors for the aggregate purchase price of US $6,500. 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 $0.01.

On October 6, 2010, the Registrant completed the sale and issuance of 37,135,278 shares of its restricted common stock under Rule 506 of Regulation D of the Act to one accredited investor following such investor’s conversion of a convertible promissory note. The per share conversion price of such shares was US $0.001885, resulting in a conversion price of US $70,000.

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).

The Registrant did not pay any commissions to third parties in connection with the foregoing transactions.


SIGNATURES

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.

October 13, 2010 Silverado Gold Mines Ltd.
     
     
  By: /s/ Garry L. Anselmo
    Garry L. Anselmo,
    Chief Executive Officer


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