FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of FEBRUARY, 2004
OROMIN EXPLORATIONS LTD. (File #0-30614)
(Translation of registrant's name into English)
Suite 2000, 1055 West Hastings St., Vancouver, B.C. Canada, V6E 2E9
(Address of principal executive offices)
Attachments:
1.
BC Form 53-901F, Material Change Report, Dated February 4, 2004.
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F __________
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________
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 of the undersigned, thereunto duly authorized.
OROMIN EXPLORATIONS LTD.
(Registrant)
Date: March 2, 2004
By: “James G. Stewart”
James G. Stewart
Its: Secretary
(Title)
March 2, 2004
SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
RE:
Oromin Explorations Ltd. - (File #0-30614)
Form 6-K
On behalf of Oromin Explorations Ltd., a corporation under the laws of British Columbia, Canada, we enclose for filing, one (1) copy of Form 6-K, including exhibits.
If you have any questions, please contact the undersigned at your convenience.
Very truly yours,
OROMIN EXPLORATIONS LTD.
“James G. Stewart”
per:
James G. Stewart
Secretary
Enclosures
cc:
Standard & Poor's Corporation (w. 3 copies)
Thomas Rondeau, Attn: James L. Harris
This is the form of material change report required under Section 85(1) of theSecurities Act and section 151 of theSecurities Rules.
BC FORM 53-901F
(formerly Form 27)
Securities Act
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
NOTE:
This form is intended as a guideline. A letter or other document may be used if the substantive requirements of this form are complied with.
NOTE:
If this report is filed on a confidential basis, put at the beginning of the report in block capitals “CONFIDENTIAL - SECTION 85", and in an envelope marked “Confidential - Attention: Supervisor, Financial Reporting”.
Item 1.
Reporting Issuer
Oromin Explorations Ltd.
Suite 2000, 1055 West Hastings Street
Vancouver, B.C.
V6E 2E9
Item 2.
Date of Material Change
January 22, 2004
Item 3.
Press Release
January 22, 2004, Vancouver, B.C.
Item 4.
Summary of Material Change
The Issuer has arranged, subject to regulatory approval, a non-brokered private placement of 3,000,000 units at a price of $0.15 per unit to generate net proceeds of $450,000. Each unit is comprised of one common share of the Issuer and one half non-transferable share purchase warrant, each whole warrant entitling the purchase of one additional share of the Issuer at a price of $0.25 per share until January 22, 2006.
Item 5.
Full Description of Material Change
The Issuer has arranged, subject to regulatory approval, a non-brokered private placement of 3,000,000 units at a price of $0.15 per unit to generate net proceeds of $450,000. Each unit is comprised of one common share of the Issuer and one half non-transferable share purchase warrant, each whole warrant entitling the purchase of one additional share of the Issuer at a price of $0.25 per share until January 22, 2006. The proceeds of this placement will be used to fund drilling on the Issuer’s Santa Rosa Property in Argentina and for working capital.
Item 6.
Reliance on Section 85(2) of the Act
Not applicable
Item 7.
Omitted Information
There are no other proposed material changes in the affairs of the Issuer which have not been disclosed in this form.
Item 8.
Senior Officers
Enquiries may be directed to J.G. Stewart, the Issuer's Secretary at
604-331-8772
Item 9.
Statement of Senior Officer
The foregoing accurately discloses the material change referred to here.
Dated at Vancouver, B.C. this 4th day of February, 2004.
OROMIN EXPLORATIONS LTD.
By:
Signed “J.G. Stewart”
Secretary
(Official Capacity)
J.G. Stewart
(Please print here name of individual
whose signature appears above.)