UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| August 16, 2007 | 333-101960 |
| Date of Report (Date of earliest event reported) | Commission File Number |
YUKON GOLD CORPORATION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2243048 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification Number) |
| organization) | |
55 York Street
Suite #401
Toronto, Ontario M5J 1R7
(Address of Principal Executive Offices) (Zip Code)
(416) 865-9790
(Registrant's telephone number, including area code)
Item 3.02 Unregistered Sales of Equity Securities
On August 16, 2007 Yukon Gold Corporation, Inc. ("Yukon Gold" or the "Company") completed a private placement (the "Financing") with Northern Securities Inc. ("Northern"), acting as agent. The Financing was comprised of the sale of 1,916,666 units (the "Units") at CDN$0.45 per Unit (the "Unit Issue Price") for gross proceeds of CDN$862,499.70 and the sale of 543,615 flow through units (the "Flow-Through Units") at CDN$0.52 per Flow-Through Unit (the "Flow-Through Unit Issue Price") for gross proceeds of CDN$282,679.80, raising aggregate gross proceeds of approximately CDN$1,145,180.
Each Unit consists of one non-flow through common share ("Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of CDN$0.60 per share. Each Flow-Through Unit consists of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an "FT Warrant"). Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of CDN$0.70 per share.
Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds and issued 153,333 "Unit Compensation Options" and 43,489 "FT Unit Compensation Options". Each Unit Compensation Option is exercisable into one Unit at the Unit Issue Price until August 16, 2009. Each FT Unit Compensation Option is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009. Yukon Gold has also granted Northern an option (the "Over-Allotment Option") exercisable until October 15, 2007 to offer for sale up to an additional CDN$500,000 of Units and/or Flow-Through Units on the same terms and conditions.
The proceeds of the Financing will be used for the exploration and development of Yukon Gold's two Yukon Territory based properties, and for working capital.
The securities being offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Item 9.01 Financial Statements and Exhibits.
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.
| | YUKON GOLD CORPORATION, INC. |
| | |
| | |
| Date: August 17, 2007 | By:/s/ Lisa Rose |
| | Name: Lisa Rose |
| | Title: Secretary |
