UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 9, 2007
Date of report (Date of earliest event reported)
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TALLY HO VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 333-104631 43-1988542
(State of Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification)
115 Route d' Arlon, L-8311 Capellen, Luxembourg
(Address of principal executive offices, including zip code)
011-352 2630 1540
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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))
Section 1 - Registrant's Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
On April 9, 2007, Tally Ho Ventures, Inc. (the "Company") terminated a
certain Securities Purchase Agreement, dated as of October 13, 2006 (the "SPA"),
with Mercatus & Partners, Ltd. ("Mercatus"). Any description of the SPA terms in
this filing is qualified in its entirety by the text of the SPA which is an
exhibit to the Company's October 26, 2006 Form 8-K filing with the Securities
and Exchange Commission.
Under the terms of the SPA, the Company agreed, subject to certain
closing conditions, to issue to Mercatus, among other things, 1,571,428 shares
of common stock (the "Shares") for an aggregate purchase price of $2,200,000
(the "Purchase Price"). The Company delivered the stock certificates evidencing
the Shares on or about November 25, 2006. The closing of the share purchase
transaction was conditional upon certain events, including, without limitation,
Mercatus' receipt of a valuation on the Shares sufficient to obtain one or more
SICAV Certificate(s), and to receive loan funding on such SICAV Certificate in
the amount that is no less than the Purchase Price. To the best of the Company's
knowledge, as of the date hereof, Mercatus has not received any such valuation;
nor did it obtain any SICAV Certificates. Further, Mercatus has not provided a
notice to the Company under the SPA setting a closing date; nor has it paid the
Purchase Price, in whole or in part or otherwise funded a closing with respect
to the Shares. The Company demanded in writing the return of the Shares. As of
the date hereof, the Shares have not been returned. The SPA does not contemplate
termination penalty or any other similar provisions.
Section 8 - Other Events
Item 8.01 Other Events.
On April 9, 2007, the Company issued a press release announcing the
above-referenced events. A copy of the press release is attached as Exhibit to
this filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit Title
99.1 Press release dated April 9, 2007.
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 thereunto duly authorized.
TALLY HO VENTURES, INC.
Date: April 17, 2007 By: /s/ Nigel Gregg
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President & Chief Executive Officer