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
Date of report (Date of earliest event reported): August 31, 2007
WHITE MOUNTAIN TITANIUM CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEVADA 333-129347 87-057730
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2150 1188 West Georgia Street, Vancouver, British Columbia, Canada V6E 4A2
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (604) 408-2333
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 31, 2007, the Board of Directors amended the option grant
agreement with Trio International Capital Corp. for 400,000 shares by
extending the expiration date from January 31, 2008, to January 31, 2011, and
by reducing the exercise price to $0.50 per share. Trio is an entity
partially controlled by Brian Flower, a director and Chairman of the Company.
The Board also amended the option grant agreement for 200,000 shares with
Crosby Enterprises,
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an entity controlled by Howard M. Crosby, a director, by extending the
expiration date from August 1, 2009 to August 1, 2011. The Board also
amended the option grant for 600,000 shares with Mike Kurtanjek, our
President and a director, by extending the expiration date from May 31, 2009,
to May 31, 2011. Further, the exercise price for all outstanding options
issued under the company's stock option plan was reduced to $0.50 per share.
In addition, on August 31, 2007, the compensation agreements with Mr.
Kurtanjek, Trio International Capital Corp., and Charles E. Jenkins were
amended to increase compensation by 20% to reflect the devaluation of the
U.S. dollar and/or the renewal of management contracts. Such adjustment
increased the monthly compensation to these parties to US$11,400, US$9,600,
and US$6,000, respectively. Also, the lease agreement with Trio
International Capital Corp. was amended to increase the monthly payment from
US$1,250 to US$2,000 to reflect the devaluation of the US dollar and the
addition of office space for Mr. Jenkins.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
From July through August 2007, we conducted a non-public offering of up
to 7,000,000 units, each unit consisting of one share of common stock and one
common stock purchase warrant. The purchase price of each unit was $0.50 and
the exercise price of the warrants is $0.60 per share at any time through
August 15, 2010. The offering was completed with sales of 5,070,000 units
made to seven non-U.S. persons and to four persons in the U.S. for gross
proceeds of $2,535,000. The units were issued without registration under the
Securities Act by reason of the exemptions from registration afforded by the
provisions of Section 4(6) of the Securities Act and Regulation S promulgated
by the SEC in a simultaneous offering to both U.S. and to non-U.S. persons.
Each of the non-U.S. investors was a non-U.S. person at the time of the sale.
The offer and sale of the units to such persons was made in an offshore
transaction and no directed selling efforts were made in the U.S. by us or
anyone acting on our behalf. The offering restrictions required pursuant to
Regulation S were also implemented for these sales. All of the investors
represented that they were accredited investors as defined in Rule 501 of
Regulation D at the time of the purchase. Each investor delivered
appropriate investment representations with respect to the issuance and
consented to the imposition of restrictive legends upon the certificates
representing the shares and warrants. They did not enter into the
transaction with us as a result of or subsequent to any advertisement,
article, notice, or other communication published in any newspaper, magazine,
or similar media or broadcast on television or radio, or presented at any
seminar or meeting. Each investor represented they were afforded the
opportunity to ask questions of our management and to receive answers
concerning the terms and conditions of the offering. We paid a cash selling
commission of 8% of the gross proceeds on the sale of 4,770,000 of the units
sold by Objective Equity, LLC, the selling agent for part of the offering.
We also issued 77,600 warrants as a selling commission to such entity. We
have agreed to register the resale of the common shares sold as part of the
units and issuable upon exercise of the warrants.
Also on August 31, 2007, the Board of Directors granted bonuses of
700,000 shares of common stock and warrants to purchase 700,000 shares to
management for past services. The exercise price of the warrants is $0.60
per share at any time through August 15, 2010. The shares and warrants were
granted to the following persons:
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Name Number of Shares Number of Warrants
Michael P. Kurtanjek 225,000 225,000
Trio International Capital Corp 225,000 225,000
Charles E. Jenkins 150,000 150,000
Howard M. Crosby 100,000 100,000
The shares and warrants were issued without registration under the Securities
Act by reason of the exemptions from registration afforded by the provisions
of Section 4(6) of the Securities Act and Regulation S promulgated by the
SEC. All of the investors were accredited investors as defined in Rule 501
of Regulation D at the time of the grant. Each person acknowledged
appropriate investment representations with respect to the issuance and
consented to the imposition of restrictive legends upon the certificates
representing the shares and warrants. They did not enter into the
transaction with us as a result of or subsequent to any advertisement,
article, notice, or other communication published in any newspaper, magazine,
or similar media or broadcast on television or radio, or presented at any
seminar or meeting. Each investor represented they were afforded the
opportunity to ask questions of our management and to receive answers
concerning the terms and conditions of the offering. No selling commissions
were paid in connection with the grant of the securities. We have agreed to
register the resale of the common shares sold as part of the units and
issuable upon exercise of the warrants.
On August 31, 2007, the Board of Directors approved the granting of
1,075,000 options to various members of management and to consultants as
follows:
Name Number of Options Granted
Michael P. Kurtanjek 150,000
Trio International Capital Corp. 150,000
Charles E. Jenkins 300,000
Howard M. Crosby 100,000
David Rochester 150,000
Derek Fray 100,000
Srdj Bulatovic 100,000
Maria Eugenia Moscoso 25,000
These five-year options are fully vested and exercisable at $0.50 per
share. They expire on August 31, 2012. The options were granted without
registration under the Securities Act by reason of the exemption from
registration afforded by Section 4(2) of the Act. Each optionee acknowledged
appropriate investment representations with respect to the grants and
consented to the imposition of restrictive legends upon the certificates
representing the options. Each grantee was provided access to information
similar to the type of information which would be included in a prospectus.
Each grantee had a preexisting relationship with persons representing our
company at the time of the transaction. Each grantee was afforded the
opportunity to ask questions of our management and to receive answers
concerning the terms and conditions of the option grants. No selling
commissions were paid in connection with these option grants.
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ITEM 5.02 ELECTION OF DIRECTOR
On August 31, 2007, the number of directors was increased to five
persons and Charles E. Jenkins was elected by the Board of Directors as a
director to fill the vacancy created by the increase in the number of
directors. He was also appointed to serve as the assistant secretary. Mr.
Jenkins has served as our CFO since September 8, 2006.
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.
White Mountain Titanium Corporation
Date: September 11, 2007 By:/s/Charles E. Jenkins
Charles E. Jenkins, CFO
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