UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of OCTOBER, 2006.
Commission File Number: 0-30196
HALO RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
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 of the
undersigned, thereunto duly authorized.
HALO RESOURCES LTD.
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Date: October 13, 2006 /s/ Nick DeMare
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Nick DeMare,
Director and CFO
HALO RESOURCES LTD.
#1280 - 625 HOWE STREET
VANCOUVER, BC V6C 2T6
TEL: (604) 484-0068 FAX: (604) 484-0069
TSXV SYMBOL: HLO OTCBB SYMBOL: HLOSF
FRANKFURT EXCHANGE: HRL
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HALO ANNOUNCES CLOSING OF THE FLOW-THROUGH UNIT OFFERING
VANCOUVER, BRITISH COLUMBIA - October 13, 2006 - Halo Resources Ltd. (the
"Company") (TSX.V:HLO; OTC.BB:HLOSF; FSE:HRL) is pleased to announce that it has
closed the private placement of flow-through units announced on August 29, 2006.
The Company has issued a total of 3,416,333 flow-through units at a price of
$0.45 per flow-through unit. Each flow-though unit consists of one flow-through
common share and one-half share purchase warrant. Each full share purchase
warrant entitles the holder to acquire one non flow-through common share of the
Company until April 12, 2008 at a price of $0.60 per share. The share purchase
warrants will be transferable but not listed for trading.
Cannacord Capital Corporation (the "Agent") acted as agent in connection with
the private placement. As partial consideration, the Agent was paid a cash
commission of 7.5 percent of the total proceeds on closing, and was issued
agent's warrants entitling them to acquire 341,633 common shares of the Company
at any time prior to April 12, 2008 at a price of $0.45 per common share. In
addition, the Agent was paid a corporate finance fee of 62,500 units (the
"Corporate Finance Units"). The Corporate Finance Units consist of one
previously unissued non-flow through common share of the Corporation and one
common share purchase warrant of the Corporation. Each whole warrant will
entitle the Agent on exercise, to purchase one additional non-flow-through
common share of the Corporation at any time until the close of business on April
12, 2008 at a price of $0.45 per warrant share.
All securities issued in connection with the closing of the private placement
and the securities underlying those securities are subject to a hold period that
expires February 13, 2007.
The net proceeds of the placement will be used for the exploration and
development of the Duport, Sherridon and RedLake properties.
Halo is a Canadian-based resource company focused on the acquisition of near
production base and precious base metal deposits. Currently the Company owns or
has an interest in 4 projects: Duport, which is an advanced stage gold project;
Red Lake Project, which is a gold exploration project, Quarter Moon which is a
grass roots gold project, and the Sherridon project, which is a grass roots VMS
project. The Company is operated by an experienced management team and backed by
a strong network of mining financiers. The Company's growth strategy is to
develop a diversified portfolio of advanced mining projects.
This news release does not constitute an offer to sell or a solicitation of an
offer to sell any of the securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.
ON BEHALF OF THE BOARD
/s/ Marc Cernovitch
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Marc Cernovitch, President and CEO
-2-
The TSX Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release. Except for the historical statements
contained herein, this news release presents "forward-looking statements" within
the meaning of the United States Private Securities Litigation Reform Act of
1995 and similar Canadian legislation that involve inherent risks and
uncertainties. Forward-looking statements include, but are not limited to,
statements with respect to the future price of gold and other minerals and
metals, the estimation of mineral reserves and resources, the realization of
mineral reserve estimates, the capital expenditures, costs and timing of the
development of new deposits, success of exploration activities, permitting time
lines, requirements for additional capital, government regulation of mining
operations, environmental risks, unanticipated reclamation expenses, title
disputes or claims and limitations on insurance coverage. Generally, these
forward looking statements can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases or
state that certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". Forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or achievements of Halo
to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks related to the
integration of acquisitions; risks related to joint venture operations; actual
results of current exploration activities; actual results of current or future
reclamation activities; conclusions of economic evaluations; changes in project
parameters as plans continue to be refined; future prices of gold and other
minerals and metals; possible variations in ore reserves, grade or recovery
rates; failure of equipment or processes to operate as anticipated; accidents,
labour disputes and other risks of the mining industry; and delays in obtaining
governmental approvals or financing or in the completion of development or
construction activities. Although the management and officers of Halo Resources
Ltd. believe that the expectations reflected in such forward-looking statements
are based upon reasonable assumptions and have attempted to identify important
factors that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements. Halo does not undertake to update any forward-looking statements
that are incorporated by reference herein, except in accordance with applicable
securities laws. Trading in the securities of Halo Resources Ltd. should be
considered highly speculative.
For further information, please contact:
Marc Cernovitch, President & CEO
Halo Resources Inc. Tel: 604-484-0068
Fax: 604-484-0069 Toll Free: 1-866-841-0068
mcernovitch@halores.com