SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) October 17, 1996
TOUCAN GOLD CORPORATION
(Exact name of registrant as specified in charter)
Delaware 33-28562 75-2661571
(State of incorporation)(Commission File Number)(IRS Employer Identification No)
8201 Preston Road, Suite 600, Dallas, Texas 75225
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 890-8065
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On October 17, 1996, Toucan Gold Corporation ("Toucan")
entered into a placement agreement (the "Agreement") with Yorkton
Securities Inc. ("Yorkton") pursuant to which Yorkton was appointed as
the exclusive agent for Toucan to sell, on a best efforts basis, up to
1,200,000 units (the "Units") to raise proceeds of up to U.S. $3
million. Each Unit shall consist of one share of common stock, par
value $.01 per share (the "Common Stock"), of Toucan and one Common
Stock share purchase warrant (the "Warrants"). Each Warrant will
entitle the holder to subscribe for one additional share of Common
Stock at a price of U.S. $3.50 per share at any time prior to the close
of business on the first anniversary of the original date of issue of
the Warrants. The price of the Units is expected to be U.S. $2.50 per
Unit. Certain terms and conditions of the Units and the fees and other
consideration to be paid to Yorkton are set out in the term sheet
attached as Schedule A to the Agreement. The Agreement is an exhibit to
this Form 8-K.
The offering will be conducted pursuant to Regulation S
promulgated under the United States Securities Act of 1933, as amended,
and to exemptions from the offering requirements in any jurisdiction in
which the Units are offered. Accordingly, Units will not be offered or
sold in the United States or to U.S.persons,as defined in Regulation S.
It is contemplated that the offering will be consummated on or about
October 31, 1996. The offering is subject to a number of conditions,
and there can be no assurance that the offering will be consummated
pursuant to the terms contemplated by the Agreement.
Toucan plans to use the proceeds from the sale of the Units to
finance the purchase of certain mining claims (the "Claims") in the
Cuiaba Basin in the State of Mato Grosso, Brazil, and for general
working capital purposes. The Claims cover approximately 350 square
miles in the Cuiaba Basin. If the purchase of all of the Claims is
consummated, the aggregate purchase price shall consist of U.S.
$1,400,000 in cash and 350,000 shares of Common Stock. While Toucan has
an agreement with the owner of the Claims with respect to the purchase
terms, Toucan's obligations thereunder are subject to its review of
documentation relating to the Claims. There can be no assurance that
the purchase of the Claims will be consummated.
Toucan's Form 10-QSB for the quarter ending June 30, 1996,
stated that Toucan intended to raise approximately U.S. $4,500,000 of
gross offering proceeds through the issuance of preferred stock
pursuant to a preliminary term sheet with a non-U.S. placement agent.
This agreement has been terminated.
Pursuant to the Agreement, Toucan has agreed that (a) it will
use its reasonable best efforts to call a meeting of the stockholders
of Toucan (or otherwise obtain any required stockholder approval)
subsequent to the closing of the offering, but before October 15, 1997,
for the purpose of requesting the stockholders to authorize and approve
a merger of Toucan with a Canadian company (the "Canadian Successor
Company") quoted on the Canadian Dealer Network that has been a
reporting issuer in Canada for at
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least one year and which is not in default. In addition, pursuant to
the Agreement, the Canadian Successor Company will appoint Yorkton as
exclusive agent for and on behalf of the Canadian Successor Company to
sell certain securities in a placement on behalf of the Canadian
Successor Company pursuant to the terms set forth in Schedule C of the
Agreement on or prior to October 15, 1998. This subsequent offering is
subject to a number of conditions, including the determination by
the Board of Directors of the Canadian Successor Company in its sole
discretion that raising additional capital in the minimum amount of
U.S. $5,000,000 is in the best interests of the Canadian Successor
Company.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
10. Agreement with Yorkton Securities Inc., dated
October 17, 1996.
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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.
Toucan Gold Corporation
(Registrant)
Date: October 21, 1996 By: /s/ Robert Jeffcock
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Robert Jeffcock
Chief Executive Officer
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Toucan Gold Corporation
Exhibit Index
Exhibit No. Description
10 Agreement with Yorkton Securities Inc., dated
October 17, 1996
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Exhibit 10
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