FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April 2008
Commission File Number 001-31890
Orezone Resources Inc.
(Translation of registrant’s name into English)
290 Picton Street, Suite 201
Ottawa, ON K1K 8P8
(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.
Form 20-F o Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l): o
Note: Regulation S-T Rule 101(b)(l) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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 o 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 by the undersigned, thereunto duly authorized.
OREZONE RESOURCES INC. | |
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Date: April 7, 2008 | /s/ Ron Little |
| Name: Ron Little |
| Title: Chief Executive Officer |
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FORM 51-102F3
MATERIAL CHANGE REPORT
1. Reporting Issuer
Orezone Resources Inc. (“Orezone”)
290 Picton Street, Suite 201
Ottawa, Ontario
K1Z 8P8
2. Date of Material Change
December 19, 2007.
3. Press Release
The press release was dated December 19, 2007.
4. Summary of Material Change
On December 19, 2007 Orezone announced that pursuant to an underwriting agreement dated November 16, 2007 among Orezone and BMO Nesbitt Burns Inc., CIBC World Markets Inc., J.P. Morgan Securities Inc., Canaccord Capital Corporation and Raymond James Ltd. (collectively, the “Underwriters”), the Underwriters exercised their over-allotment option to purchase an additional 13,873,830 common shares and that Orezone has issued such shares to the Underwriters. The Underwriters purchased the 13,873,830 shares at a price of US$1.20 per share for additional gross proceeds of US$16,648,596.
5. Full Description of Material Change
On December 19, 2007 Orezone announced that pursuant to an underwriting agreement dated November 16, 2007 among Orezone and the Underwriters, the Underwriters have exercised their over-allotment option to purchase an additional 13,873,830 common shares and that Orezone has issued such shares to the Underwriters. The Underwriters purchased the 13,873,830 shares at a price of US$1.20 per share for additional gross proceeds of US$16,648,596. This increases the total gross proceeds from the common share financing (announced on November 26, 2007) to US$216,688,596, which includes the concurrent US$15,000,000 private placement announced on November 26, 2007.
6. Reliance on Subsection 75 (3) of the Ontario Securities Act or Equivalent Provisions
Not applicable.
7. Omitted Information
Not applicable.
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8. Senior Officers
The following senior officer of Orezone is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number:
Ron Little
Chief Executive Officer
290 Picton Street, Suite 201
Ottawa, Ontario
K1Z 8P8
(613) 241-3699
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Ottawa, Ontario this 21st day of December, 2007.
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| /s/ Ron Little |
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| Ron Little |
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| Chief Executive Officer |
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