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On
December 31, 2010, Golden Phoenix Minerals, Inc. (the "Company")
completed a private placement of 24,000,000 units (the "Unit(s)")
at $0.10 per Unit (the "Offering") pursuant to the terms of a
Securities Purchase Agreement, dated December 22, 2010, by and between the
Company and a number of accredited investors (the "Purchase
Agreement"). Each Unit consists of one (1) share of the Company's common
stock, par value $0.001 per share (the "Common Stock") and one
(1) warrant (the "Warrant(s)") to purchase one (1) share of the
Company's Common Stock (the "Warrant Shares") at an exercise price
of $0.15 per Warrant Share. Although the Company initially anticipated raising up to $2,000,000 in the Offering, pursuant to the
consent of the Board of Directors of the Company, an overallotment was
approved and gross proceeds from the Offering as of December 31, 2010 totaled
$2,400,000.
The
Warrants are exercisable for a period of two (2) years from the date of the
Purchase Agreement. The Company has the right to redeem the Warrants for
$0.001 per Warrant Share in the event that the closing bid price of a share
of the Company's Common Stock, as quoted on the OTC Bulletin Board under the
symbol "GPXM," equals or exceeds $0.30 per share for ten (10)
consecutive trading days following the date of the Purchase Agreement. The
Company can exercise such right provided that it gives the Warrant holder
thirty (30) days prior written notice within one (1) business day immediately
following the end of such ten
(10) day trading period and provided that the Company simultaneously calls
all Warrants issued pursuant to the Purchase Agreement on the same terms.
The
foregoing descriptions are qualified in their entirety by reference to the
Form of Warrant and Purchase Agreement filed as Exhibits 4.1 and 10.1,
respectively, attached hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
The
disclosure under Item 1.01, above, is incorporated by reference in its
entirety into this Item 3.02. On December 31, 2010, the Company completed its
Offering of 24,000,000 Units, at a purchase price of $0.10 per Unit. Such
Units were issued to certain accredited investors for an aggregate purchase
price of $2,400,000. As disclosed under Item 1.01, above, each Unit consists
of one (1) share of the Company's Common Stock and one (1) Warrant.
The
Offering was conducted in reliance upon exemptions from registration under
the Securities Act of 1933, as amended (the "Securities Act"),
including, without limitation, the exemptions
provided by Section 506 of Regulation D promulgated under the Securities Act
and Rule 903 of Regulation S promulgated under the Securities Act. The Shares
and Warrants were offered and sold only to investors who are "accredited
investors," as such term is defined in Rule 501(a) under the Securities
Act.
The
foregoing descriptions are qualified in their entirety by reference to the
Form of Warrant and Purchase Agreement filed as Exhibits 4.1 and 10.1,
respectively, attached hereto and incorporated herein by reference.
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