UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month ofJuly 2011
Commission File Number:000-29922
TOMBSTONE EXPLORATION CORPORATION
(Translation of registrant's name into English)
6529 E. Friess Dr.
Scottsdale, AZ 85254
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
X. Form 20-F . Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): .
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): .
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes . No .
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________
TOMBSTONE EXPLORATION CORPORATION
Private Placement
On July 14, 2011, Tombstone Exploration Corporation, a Canadian federal corporation (the “Corporation”), closed a non-brokered private placement with David J. Lies, an individual (“Mr. Lies”), for gross proceeds of $100,000 (the "Private Placement"), by the issuance of two million (2,000,000) units (each a "Unit") at a price of $0.05 per Unit. Each Unit consists of one share of common stock (a "Share") and one-half of one common share purchase warrant (each whole warrant share a "Warrant"). Each Warrant entitles Mr. Lies to purchase one common share (a "Warrant Share") at a price of $0.10 per share until July 14, 2014.
The foregoing summary description of the terms of the Private Placement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Private Placement, reference is made to the Private Placement Subscription Agreement and Common Stock Purchase Warrant, forms of which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Unregistered Sales of Equity Securities
The information set forth above in this Current Report on Form 6-K is incorporated herein by this reference.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, ("Securities Act"), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an "Investor") confirmed to the Company that it or he is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
Exhibit Index
| | |
Exhibit No. | | Description |
10.1 | |
Form of Private Placement Subscription Agreement |
10.2 | | Form of Common Stock Purchase Warrant |
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, thereunto duly authorized.
| | | | |
Date: July 19, 2011 | TOMBSTONE EXPLORATION CORPORATION |
| | |
| | | |
| By: | /s/ Alan Brown | | |
| Name: | Alan Brown | | |
| Title: | President and Chief Executive Officer | | |
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