UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2005
Cadence Resources Corporation
(Exact Name of Registrant as Specified in Charter)
Utah 0-25170 87-0306609
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
6 East Rose Street, P.O. BOX 2056, Walla Walla, WA 99362
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (509) 526-3491
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 31, 2005, Cadence Resources Corporation ("Cadence"), Aurora
Acquisition Corp., a wholly owned subsidiary of Cadence, and Aurora Energy Ltd.
("Aurora") entered into a definitive merger agreement providing for the
acquisition of all of the outstanding shares and options of Aurora by Cadence.
Upon consummation of the merger, (i) Cadence will issue two shares of its common
stock for each share of Aurora common stock, (ii) all options and warrants to
purchase Aurora common stock shall become options or warrants to receive shares
of Cadence common stock, and (iii) Aurora will become a wholly owned subsidiary
of Cadence.
On January 31, 2005, Cadence entered into a purchase agreement (the
"Purchase Agreement") with twenty two accredited investors (each of whom is
listed on the schedules of purchasers to the purchase agreement) pursuant to
which the investors purchased 7,810,000 shares of common stock and warrants to
purchase 14,050,000 shares of common stock at an exercise price of $1.75 per
share for $9,762,500. The Nathan A. Low Family Trust dated 4/12/96 and Bear
Stearns as Custodian for Nathan A. Low Roth IRA, both of which are controlled by
Nathan Low, a greater than 10% holder of Cadence's common stock, invested in
Cadence pursuant to the Purchase Agreement. Sunrise Securities Corporation, an
affiliate of Nathan Low, will receive a commission equal to $976,250 and a
warrant to purchase 2,186,000 shares of Cadence's common stock for services
rendered as the placement agent in the transaction.
On January 31, 2005, Cadence entered into an agreement with the seven
accredited investors (each of whom signed the agreement) in its April 2004
private placement pursuant to which the Company was permitted to repay the
$6,000,000 in notes held by such investors without any prepayment penalties in
exchange for the exercise price of the warrants to purchase 765,000 shares of
common stock issued in the April 2004 private placement being reduced from $4.00
per share to $1.25 per share. $5,000,000 of the notes were repaid in cash and
$1,000,000 of the notes were converted into common stock and warrants of Cadence
pursuant to the Purchase Agreement. Nathan Low, a greater than 10% holder of
Cadence's common stock, and Lisa Low, Nathan Low's wife, as Custodian for
Gabriel S. Low UNYGMA were two of the eight accredited investors involved in
this transaction.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Warrant to be issued to the January 2005 investors
10.1 Merger Agreement between Cadence and Aurora Energy Ltd.,
dated January 31, 2005
10.2 Purchase Agreement between Cadence and the investors
signatory thereto, dated January 31, 2005
10.3 Agreement between Cadence and the April 2004 investors,
dated January 31, 2005
99.1 Press Release dated February 1, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: February 1, 2005
CADENCE RESOURCES CORPORATION
By: /s/ John P. Ryan
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Name: John P. Ryan
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Warrant to be issued to the January 2005 investors
10.1 Merger Agreement between Cadence and Aurora Energy Ltd.,
dated January 31, 2005
10.2 Purchase Agreement between Cadence and the investors
signatory thereto, dated January 31, 2005
10.3 Agreement between Cadence and the April 2004 investors,
dated January 31, 2005
99.1 Press Release dated February 1, 2005