TRII Trio Resources Inc (PK)

 

 

UNITED STATES

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 7, 2014

 

TRIO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		333-178472		99-0369568
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 King Street West, Suite 5600
Toronto, Ontario		M5X 1C9
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (416) 409-2802

 

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 ( see General Instruction A.2. below):

 

[  ] 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 3.02.

Unregistered Sales of Equity Securities.

 

On August 7, 2014, Trio Resources, Inc. (the “Company”) closed its private placement offering (the “Offering”) with certain accredited investors for 27,250,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) at an offering price of $0.02 per Share for gross proceeds of $545,000. The Offering was conducted without an underwriter or placement agent. The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors took the Shares for investment and not resale and the Company took appropriate measures to restrict the transfer of the Shares.

 

The Company’s press release dated August 13, 2014 announcing the closing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-k, and the relevant information contained therein is incorporated herein by reference.

 

Item 9.01.

Exhibits.

 

	(d)	Exhibits
	99.1	Press Release, dated August 13, 2014, issued by the Company

 

 

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.

 

	TRIO RESOURCES, INC.
Date: August 13, 2014	By:	/s/ J. Duncan Reid
	Name:	J. Duncan Reid
	Title:	Chief Executive Officer

 

 

 

 

August 13, 2014 09:00 EST 

 

Trio Resources, Inc. Closes Private Placement Offering of Restricted Securities for Gross Proceeds of $545,000.00

 

TORONTO, ONTARIO—(MarketWired – August 13, 2014) — Trio Resources, Inc. (“Trio” or the “Company”) (OTCBB: TRII) announced today the completion of its private placement offering (the “Offering”) of its common stock to certain accredited investors. The Offering generated gross proceeds of $545,000.00 through the issuance of restricted shares in the Company. Management intends for the proceeds of the Offering to enable the Company to proceed with the execution of its business plan. Specifically, management expects funds to be used toward facilitating the commissioning of its milling facility and toward the completion of a resource valuation that will establish an asset value on a portion of the Company’s mineralized material stockpiles.

 

The Company intends to continue to work toward the completion of its milling facility with the expectation to realize positive cash flows on a consistent basis. The completion of the resource valuation will establish a demonstrable basis of the Company’s assets, which we expect will allow us access to further funding and development opportunities.

 

About Trio Resources, Inc.

 

Trio Resources, Inc. is an exploration and small-scale processing company which plans to focus on the exploration and milling of mineralized materials located in historically prolific regions. Trio is organized to hold assets in the mining industry, targeting older mining camps with residual value. Trio’s intention is to conduct an exploration program, in conjunction with milling initiatives to monetize its existing above-ground mineralized material on-site, with the purpose of being cash-flow positive primarily through milling and marketing mineralized material and concentrate to refiners. For more information, please visit http://www.trioresources.com/.

 

Cautionary Note Regarding Forward-Looking Statements:

 

Except for the statements of historical fact contained herein, certain information presented constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to, those with respect to potential expansion of mineralization, potential size of mineralized stockpiles, and size and timing of exploration and development programs, estimated project capital and other project costs and the timing of submission and receipt and availability of regulatory approvals involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Trio to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in our Report on Form 10-K filed with the SEC on December 30, 2013, including the section captioned “Risk Factors” therein. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements set forth herein reflect our estimates and assumptions only as of the date of this press release and are subject to change after such date. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

 

Contact Information

Trio Resources, Inc.

Toll-Free: 855.321.TRIO (8746)

Fax: 855.321.4335

www.trioresources.com