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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 18,2006
TORNADO GOLD INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-50146 94-3409645
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3841 Amador Way, Reno, Nevada 89502
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (775) 827-2324
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
Tornado Gold International Corp., a Nevada corporation (the "Company"),
today announced that it sold an aggregate of approximately 6.15 million units of
its securities to a limited number of accredited investors or non-U.S. persons
in a private placement. The closing occurred on July 18, 2006, subject to
receipt of funds from certain of the investors. Each unit consists of one share
of common stock and one warrant ("Warrant") to purchase one share of common
stock. The purchase price was $0.30 per unit, for an aggregate amount of
approximately $1.84 million. The Warrants have an exercise period of three years
and an exercise price of $.60 per share. Pursuant to the terms of the
Registration Rights Agreement entered into by the Company and the investors, the
Company agreed to file a registration statement with the SEC to cover the resale
of the shares of common stock and the shares underlying the Warrants within 120
days after the closing and to use commercially reasonable efforts to cause the
registration statement to be declared effective by the Sec within 180 days after
the closing. If the registration statement is not so filed within the 120-day
period or if it has not been declared effective within the 180-day period, the
Company will pay to each investor an amount equal to one percent of the
aggregate amount invested by the investor for each 30-day period following the
expiration of either such period until the registration statement has been filed
or declared effective, respectively. The Company sold to one of the investors
units consisting of five million special warrants and an equivalent number of
Warrants. Each special warrant converts into one share of common stock not later
than 10 years from the closing without the tender of any additional
consideration. The special warrants have no voting rights. The Company also
agreed to pay eight percent of the proceeds received in the Private Placement as
finders' fees.
The securities sold by the Company in the Private Placement were exempt
from registration under the Securities Act of 1933, as amended, pursuant to
Regulation S or Regulation D promulgated thereunder.
A copy of each of the forms of Subscription Agreement, Common Stock
Purchase Warrant, the Registration Rights Agreement, and Special Warrant are
attached as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are
incorporated herein by reference. The press release attached as Exhibit 99.1 is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description of Exhibit
10.1 Form of Subscription Agreement.
10.2 Form of Common Stock Purchase Warrant.
10.3 Registration Rights Agreement.
10.4 Form of Special Warrant.
99.1 Press Release dated July 21, 2006.
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SIGNATURE
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.
Date: July 21, 2006 TORNADO GOLD INTERNATIONAL CORP.
By: /s/ EARL W. ABBOTT
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Earl W. Abbott
President and Chief Executive Officer
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Exhibit Index
Exhibit Description of Exhibit
10.1 Form of Subscription Agreement.
10.2 Form of Common Stock Purchase Warrant.
10.3 Registration Rights Agreement.
10.4 Form of Special Warrant.
99.1 Press Release dated July 20, 2006.
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