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) November 1, 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 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On November 1, 1996, Toucan Gold Corporation ("Toucan")
completed the offering of 1,600,000 units (the "Units") for aggregate
gross proceeds of U.S. $4 million. Each Unit consisted 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 entitles 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, subject to adjustment in connection with certain
anti-dilution provisions. The price of the Units was U.S. $2.50 per
Unit. The placement agent for the offering was Yorkton Securities Inc.
("Yorkton"). Yorkton received a commission of 8% of the gross proceeds
of the offering and was reimbursed for its fees and expenses. The net
proceeds to Toucan were approximately U.S. $3,600,000. Certain other
information concerning the offering was disclosed in Form 8-K, which
was filed with the Securities and Exchange Commission (the
"Commission") on October 21, 1996, and on Form 8-K/A, which was filed
with the Commission on October 29, 1996, and which are incorporated
herein by reference.
The offering was 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 were offered.
Accordingly, the Units were not offered or sold in the United States or to U.S.
persons, as defined in Regulation S.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibit
10.1 Form of Warrant.
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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: November 14, 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
10.1* Form of Warrant.
* Filed herewith.
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EXHIBIT 10.1
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