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 F 1934
Date of Report:August 10, 2007
Commission File Number:333-137978
BUCKINGHAM EXPLORATION INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA
(state or other jurisdiction of incorporation or organization)
1978 Vine Street, Suite 502
Vancouver, British Columbia, Canada, V6K 4S1
(Address of principal executive offices)
(604) 737 0203
Issuer’s telephone number
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On August 10, 2007 Buckingham Exploration Inc. (the “Company”) sold a private placement of 3.5 million units at a price of $0.50 per unit, raising a total of $1,750,000. Each unit consists of one common share and one non-transferable warrant to purchase of one further common share at an exercise price of $1.00. Each warrant will expire on the earlier of two years from the date it is issued or after five business days following the seventh consecutive trading day on which the Company’s common stock trades at least once on the NASDAQ operated OTC Bulletin Board at a price equal to or above $1.25 per share.
The units have been placed with 14 European investors. The capital raised will be used for the purchase of further mineral claims, unallocated working capital, and exploration programs. A finder's fee of 10% of the capital raised is payable in cash to a third party.
With respect to the unregistered sales made, the Company relied on Regulation S of the Securities Act of 1933, as amended. The Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the units. Each investor was not a US person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a US person.
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.
Date: August 10, 2007 | BUCKINGHAM EXPLORATION INC. | |
(Registrant) | ||
By: | /s/Robin Relph | |
President |