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
April 25, 2005 333-101960
Date of Report (Date of Commission File Number
earliest event reported)
YUKON GOLD CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 98-0413063
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
347 Bay Street
Suite 408
Toronto, Ontario M5H 2R7
(Address of Principal Executive Offices) (Zip Code)
(416) 865-9930
(Registrant's telephone number, including area code)
Item 1.01 Entry Into a Material Definitive Agreement
Yukon Gold Corporation, Inc. ("Yukon Gold") entered
into an agreement as of April 18, 2005,with Union Securities
Ltd. ("Union") to undertake the private placement, on a best
efforts basis outside the United States, of up to Cdn $7.2
million of Special Warrants. The Special Warrants will be
exercisable for: (a) Units consisting of one common share of
Yukon Gold and one-half common share purchase warrant, or
(b) Flow-Through Units where each Flow-Through Unit consists
of one "flow through share" of Yukon Gold and one-half
common share purchase warrant. So-called "flow through
shares" entitle Canadian investors to certain tax credits
under Canadian tax law.
Each whole-share purchase warrant underlying a Unit
will be exercisable for two years from the date of the
closing of the private placement of Special Warrants at a
purchase price of Cdn $1.50 per share or Cdn $1.50 per "flow
through share," as the case may be.
The Special Warrants exercisable for Units will have an
issue price based upon Cdn $1.00 per Unit. The Special
Warrants exercisable for Flow-Through Units will have an
issue price based upon Cdn $1.10 per Flow-Through Unit.
Yukon Gold will offer up to Cdn $5 million of Special
Warrants exercisable for Units and Cnd. $2.2 million of
Special Warrants exercisable for Flow-Through Units.
If the private placement is successful the net proceeds
will be used by Yukon Gold to accelerate development and
exploration plans for its sulphide resource and gold/silver
property in the Yukon Territories of Canada as well as fund
potential additional property acquisitions.
The agreement with Union is subject to Union's due
diligence and negotiation and execution of a formal agency
agreement prior to closing of the private placement. The
agreement contemplates that Yukon Gold will apply for a
listing of the shares underlying the Units (including shares
underlying the share purchase warrants) on a Canadian
Exchange and file a prospectus with the Ontario Securities
Commission to qualify the shares and shares underlying the
share purchase warrants for sale in Canada. The agreement
further provides that Yukon Gold will file a registration
statement with the United States Securities and Exchange
Commission covering the re-sale of the underlying shares in
the United States. Union is permitted to include other
placement agents in the offering, including IBK Capital. In
the event that the Canadian listing and a final receipt
for the prospectus has not been obtained within four months
following the closing of the private placement of the
Special Warrants, or Yukon Gold has not registered the
shares and the shares underlying the warrants for sale
in the U.S., Yukon Gold will be obligated to issue
additional shares and warrants upon conversion of the
Special Warrants equal to 10% of the securities subscribed
for by the holder. The Special Warrants automatically
convert into Units upon obtaining a listing and final
receipt for a prospectus in Canada or 181 days following
the closing of the private placement.
Yukon Gold agreed not to issue any of its securities,
subject to certain exceptions for existing obligations, for
a period of 90 days following the closing of the private
placement.
Union will receive a commission equal to 9% of the
amount placed in the private offering. In addition, Union
will receive broker options equal to 10% of the securities
placed. The broker options will be exercisable at the issue
price offered to investors and will have a term of two
years. Union also will be entitled to an over-allotment
option to purchase additional Special Warrants in an amount
equal to 15% of the aggregate Special Warrants placed at the
closing of the Special Warrant private placement. The over-
allotment option price is equal to the issue price and will
be exercisable for up to 10 days following the closing of
the Special Warrant private placement. Union is entitled to
reimbursement for its expenses related to the offering.
Union is to receive a Work Fee, which will be credited
against payment of the commission, of Cdn $25,000, of which
Cdn $10,000 was paid on March 23, 2005 and the balance is to
be paid on or before April 30, 2005 or when funds are
available. In addition, Union will receive a sponsorship
fee of $25,000 if a sponsor is required for the Canadian
listing.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of
Principal Officers
Malcolm Slack resigned as a director of Yukon Gold
effective as of March 29, 2005. There were no disagreements
between Mr. Slack and management of Yukon Gold or other
directors of Yukon Gold concerning Yukon Gold.
Item 9.01 Financial Statements and Exhibits.
Exhibits
99.1 Press Release of Yukon
Gold Corporation, Inc. dated April 13, 2005
entitled, "Yukon Gold Corporation Inc. Plans $7.2
Million Financing with Sponsorship for Canadian
Listing"
99.2 Press Release of Yukon Gold
Corporation, Inc. dated April 26, 2005 entitled,
"Yukon Gold Corporation Inc. Revises $7.2 Million
Financing Terms"
99.3 Agreement between Yukon Gold and Union Securities
Ltd. dated April 18, 2005
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: April 25, 2005 By: /s/Stafford Kelley
Name: Stafford Kelley
Title: Secretary
Exhibit 99.1
For Immediate Release
YUKON GOLD CORPORATION, INC
Yukon Gold Corporation Inc. Plans $7.2 Million Financing
with Sponsorship for Canadian Listing
Toronto, Canada, April 13th, 2005, Yukon Gold Corporation,
Inc. ("Yukon Gold"),(OTCBB: YGDC) today announced that it
has entered into an agreement with a placement agent on a
best efforts basis to raise up to $7.2 million by way of
private placement. The private placement consists of up to
5 million units and up to 2 million flow through units.
Each unit will consist of one common share and a one-half
share purchase warrant. Each whole share purchase warrant
will be exercisable for two years from the date of closing
of this placement. This financing is projected to close on
or about May 30, 2005. The units are being offered outside
the United States and will not be available to U.S.
persons. Union Securities Ltd. has agreed to act on behalf
of Yukon Gold as sponsor for the Canadian listing.
Mr. Warren Holmes, Chairman & CEO of Yukon Gold commented on
these events, stating that "Having the necessary capital to
finance the company's growth is our number one priority.
This growth strategy also includes a planned Canadian
listing which will allow us to build a strong presence in
our own back-yard."
The net proceeds from the financing will be used by Yukon
Gold to accelerate development and exploration plans on its
massive sulphide resource and gold/silver property in the
Yukon as well as fund potential property acquisitions.
The securities to be offered by Yukon Gold have not been
registered under the Securities Act of 1933 in the United
States and may not be offered or sold in the United States
without such registration or an applicable exemption from
registration.
About Yukon Gold
Yukon Gold Corporation, Inc. is an active and progressive
public junior exploration and development company trading on
the NASDAQ OTCBB under the symbol "YGDC". The Company's
main focus is its newly acquired VMS deposit (Marg Property)
and its Mount Hinton gold and silver exploration project in
the Central Yukon Territory of Canada. These properties lie
within the Tombstone Gold Belt, world renowned for the
discovery of major gold and base metal deposits. Within
immediate proximity to the Company's Projects are a number
of idle, former producing mines and drill indicated
resources which Yukon Gold plans to target for acquisition.
Currently, there are approximately 10 million of the
Company's common shares outstanding.
Corporate Contact: Investor Relations Contact:
Yukon Gold Corporation, Inc. First Canadian Capital
Paul Gorman Dan Boase
(416)865-9869 Vice President
Toll Free(800)295-0671 (416)742-5600
E:pgorman@yukongoldcorp.com E:dboase
@firstcanadiancapital.com
Company Website: www.yukongoldcorp.com
FORWARD-LOOKING STATEMENTS: This news release contains
certain "forward-looking statements" within the meaning
of Section 21E of the United States Securities Exchange Act
of 1934, as amended. Except for statements of historical
fact relating to the company, certain information contained
herein constitutes forward-looking statements. Forward-
looking statements are frequently characterized by words
such as "plan," "expect," "project," "intend," "believe,"
"anticipate", "estimate" and other similar words, or
statements that certain events or conditions "may" or
"will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks
and uncertainties and other factors that could cause actual
events or results to differ materially from those projected
in the forward-looking statements. These factors include the
inherent risks involved in the exploration and development of
mineral properties, the uncertainties involved
ininterpreting drilling results and other ecological data,
fluctuating metal prices, the possibility of project cost
overruns or unanticipated costs andexpenses, uncertainties
relating to the availability and costs of financing needed in
the future and other factors. The Company undertakes no
obligation to update forward-looking statements if
circumstances or management's estimates or opinions should
change. The reader is cautioned not to place undue reliance
on forward-looking statements.
Exhibit 99.2
YUKON GOLD CORPORTION, INC.
Yukon Gold Corporation Inc. Revises $7.2 Million Financing
Terms
Toronto, Canada, April 26th, 2005, Yukon Gold Corporation,
Inc. ("Yukon Gold"), (OTCBB: YGDC) announced that it has
revised the terms of the $7.2 million best efforts financing
announced on April 13, 2005 from a Unit offering to a
Special Warrant offering and will file a full prospectus in
Ontario.
The Company's agreement with the placement agent has been
amended to reflect the change to 5 million Special Warrants
and 2 million Flow-Through Special Warrants. Each Special
Warrant purchased entitles the holder to acquire one common
share and one-half of one whole common share purchase
warrant, at no additional cost. The Special Warrants will
be automatically exercised on the earlier of, receipt for
the final prospectus or 181 days following the closing date.
If the final prospectus and Canadian listing are not
obtained within 4 months of the closing date, the Company
will be required to issue additional securities equal to 10%
of those subscribed for by the investors. This financing is
projected to close on or about May 30, 2005. The units are
being offered outside the United States and will not be
available to U.S. persons. Union Securities Ltd. has agreed
to act on behalf of Yukon Gold as sponsor for the Canadian
listing.
The net proceeds from the financing will be used by Yukon
Gold to accelerate development and exploration plans on its
massive sulphide resource and gold/silver property in the
Yukon as well as fund potential property acquisitions.
The securities to be offered by Yukon Gold have not been
registered under the Securities Act of 1933 in the United
States and may not be offered or sold in the United States
without such registration or an applicable exemption from
registration.
About Yukon Gold
Yukon Gold Corporation, Inc. is an active and progressive
public junior exploration and development company trading on
the NASDAQ OTCBB under the symbol "YGDC". The Company's
main focus is its newly acquired VMS deposit (Marg Property)
and its Mount Hinton gold and silver exploration project in
the Central Yukon Territory of Canada. These properties lie
within the Tombstone Gold Belt, world renowned for the
discovery of major gold and base metal deposits. Within
immediate proximity to the Company's Projects are a number
of idle, former producing mines and drill indicated
resources which Yukon Gold plans to target for acquisition.
Currently, there are approximately 10 million of the
Company's common shares outstanding.
Corporate Contact: Investor Relations Contact:
Yukon Gold Corporation, Inc. First Canadian Capital
Paul Gorman Dan Boase
(416)865-9869 Vice President
Toll Free(800)295-0671 (416)742-5600
E:pgorman@yukongoldcorp.com E:dboase
@firstcanadiancapital.com
Company Website: www.yukongoldcorp.com
FORWARD-LOOKING STATEMENTS: This news release contains
certain "forward-looking statements" within the meaning
of Section 21E of the United States Securities Exchange Act
of 1934, as amended. Except for statements of historical
fact relating to the company, certain information contained
herein constitutes forward-looking statements. Forward-
looking statements are frequently characterized by words
such as "plan," "expect," "project," "intend," "believe,"
"anticipate", "estimate" and other similar words, or
statements that certain events or conditions "may" or
"will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks
and uncertainties and other factors that could cause actual
events or results to differ materially from those projected
in the forward-looking statements. These factors include the
inherent risks involved in the exploration and development of
mineral properties, the uncertainties involved
ininterpreting drilling results and other ecological data,
fluctuating metal prices, the possibility of project cost
overruns or unanticipated costs andexpenses, uncertainties
relating to the availability and costs of financing needed in
the future and other factors. The Company undertakes no
obligation to update forward-looking statements if
circumstances or management's estimates or opinions should
change. The reader is cautioned not to place undue reliance
on forward-looking statements.
Exhibit 99.3
[LETTERHEAD OF UNION SECURITIES LTD.]
Yukon Gold Corporation, Inc. April 18, 2005
347 Bay Street
Suite 408
Toronto, Ontario
M5H 2R7
Attention: Stafford Kelley
Secretary, Treasurer and Director
Re: Proposed Private Placement of
Units and "Flow Through" Units
Dear Mr. Kelley:
Subject to the terms and conditions contained herein, Union
Securities Ltd. ("Union Securities or the "Agent") would be
pleased to act on behalf of Yukon Gold Corporation, Inc.
("Yukon Gold" or the "Corporation") as agent in connection
with a proposed best efforts private placement on a
commercially reasonable basis of Special Warrants
exercisable for (a) Units, each unit consisting of one
common share and one-half common share purchase warrant and
(b) Flow-Through Units, each unit consisting of one flow
through share and one-half common share purchase warrant,
(collectively the "Offering") issued by Yukon Gold pursuant
to the general terms and conditions (subject to all
necessary regulatory approvals) set out in the term sheet
attached as Schedule "A". The purpose of this letter is to
set forth our mutual understanding of the terms of our
engagement.
The Agent proposed the following terms and conditions:
Agency Agreement: The Agent and Yukon Gold, prior to the
Closing of the Offering will negotiate,
in good faith, an agency agreement which
shall incorporate the terms and
conditions hereof and contain such
additional representations, warranties,
covenants, indemnities, contribution
provisions and conditions customary for
transactions of this nature, including
due diligence out, market out, disaster
out and material change out provisions.
Conditions: The Offering will be made outside the
U.S. pursuant to an exemption from
registration under the U.S. Securities
Act of 1933, as amended (the "Securities
Act") known as Regulation S. The shares
and warrants (and upon exercise, the
shares underlying the warrants) received
on exercise of the Special Warrants will
be considered "restricted securities"
under applicable U.S. securities laws
and therefore cannot be re-sold,
pledged, assigned or otherwise disposed
of in the United States unless (i) they
are subsequently registered under the
Securities Act or (ii) an exemption from
such registration is available for the
re-sale of such securities and an
opinion of counsel acceptable to the
Corporation that the transfer is not in
violation of any federal or state
securities laws or regulations is
provided to the Corporation. The
Corporation will apply to have the
shares and the shares underlying the
warrants listed on a Canadian stock
exchange(an Exchange) where the shares
may be re-sold by the investors to non-
U.S purchasers pursuant to an exemption
from registration in the U.S.
Due Diligence: Yukon Gold shall allow the Agent and its
representatives to conduct all due
diligence investigations that the Agent
may reasonably require to fulfill its
obligations as Agent. Such due diligence
shall be completed to the satisfaction
of the Agent prior to the Closing of the
Offering.
Syndication The Agent will be permitted to syndicate
the Offering. Any syndicate will include
IBK Capital. The Agent, and any
syndicated agent, shall offer the Units
only to non-U.S. residents pursuant to
Category 3 of Rule 903 of Regulation S.
Issuance of Yukon Gold covenants with the Agent
Securities: that it will not issue or announce the
issuance of any common shares of Yukon
Gold or any securities convertible into
or exchangeable for or exercisable to
acquire common shares of Yukon Gold
during a period commencing on the date
of Closing and for a period of 90 days
thereafter, other than pursuant to:
a) presently outstanding rights, options,
warrants and other convertible securities
which have been granted or issued subject
to regulatory approval and as previously
disclosed in writing to the Agent;
b) options currently outstanding or granted to
officers, directors or employees of Yukon
Gold or any subsidiary thereof pursuant to
existing stock option plan; or
c) any arm's length acquisition effected by
Yukon Gold:
Work fee: Yukon Gold will pay the agent a non-
refundable work fee of $25,000.00, which
will be credited against commissions
payable.
Currency: All amounts are in Canadian dollars
unless otherwise stated.
Indemnity: The indemnity appended as Schedule "B"
hereto is incorporated herein by
reference and forms a part of this
Agreement. The provisions of Schedule
"B" shall survive completion of the
Offering and shall continue in full
force and effect to the benefit of the
Agent.
This agreement will be governed by the
laws of the Province of Ontario.
Prospectus, Listing
& Registration: The Corporation will undertake to become
a reporting issuer in Ontario, Alberta,
British Columbia and other jurisdictions
as mutually agreed and list its common
shares in Designated Offshore Securities
Markets (a"DOSM" or an "Exchange"), as
that term is defined in Rule 902 of
regulation S. The Corporation will,
following closing, file a prospectus
with the Ontario Securities Commission
and apply to an Exchange to have its
shares listed on an Exchange. The
Corporation also undertakes to file a
registration statement under the
Securities Act to register the shares
and shares underlying the warrants for
sale in the US. Failure to clear the
prospectus and obtain the Exchange
listing or have the shares cleared for
trading in the US within four months of
the closing will trigger a penalty of an
additional 10% of shares and warrants
being issued on exercise of the Special
Warrants to the purchasers as
contemplated herein for no additional
consideration. The parties anticipate
that shares issued to non-U.S.
investor/purchases may be re-sold by
such investor/purchasers pursuant to
Rule 904 of Regulation S on the Exchange
without registration under the
Securities Act in the US. The Agent
undertakes to prepare and file any
sponsorship letter required by the
Exchange to obtain the listing for an
additional fee of $25,000.
The forgoing supersedes the previous engagement letter dated
March 22, 2005 and the addendum letter dated March 24, 2005.
The Agent acknowledges receipt of $10,000 of the $25,000 work
fee with the remaining $15,000 to be payable on April 30,
2005 or as funds are available. The parties hereto have
executed this letter of engagement as of the date first
written above.
Union Securities Ltd.
Per: /s/ John Thompson
John Thompson
CEO & Director
Yukon Gold Corporation, Inc.
Per: /s/ Stafford Kelley
Stafford Kelley
Secretary, Treasurer and Director