Current Report Filing (8-k)
May 23 2014 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 22, 2014
Date of Report (Date of earliest event
reported)
MINDESTA INC.
(Exact name
of registrant as specified in its charter)
Delaware |
11-3763974 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification Number)
|
Suite 201, 290 Picton Avenue, Ottawa, Ontario, Canada K1Z 8P8
(Address of Principal Executive Offices) (Zip Code)
(613) 241-9959
(Registrant's telephone number,
including area code)
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 May 20, 2014, Mindesta Inc. completed a non brokered private
placement consisting of the sale of 15,783,332 units at a price of US$0.015 per
unit for total proceeds of US$236,750. Each unit consists of one common share
and one half of a share purchase warrant. Each whole warrant entitles the holder
to purchase one common share at a price of $0.0175 until December 31, 2016.
In addition, on May 20, 2014, Mindesta Inc. reached agreement
with Nubian Gold Corporation (Nubian) to convert the US$100,000 that is owed
to Nubian by the Company, and in turn by Nubian to its major shareholder Gregory
Bowes, into 10,000,000 common shares of the Company at a price of $0.01 per
share. Mr. Bowes and related companies have also agreed to restructure the
balance of funds owing to them by the Company being approximately $142,000.
Approximately $22,000 in interest will be forgiven, $50,000 will be repayable
immediately and the balance will be repayable in one year. Mr. Bowes is also
director and officer of Mindesta.
At all times relevant:
- The sale was made to a sophisticated or accredited investor;
- The purchaser was given the opportunity to ask questions and receive
answers concerning the terms and conditions of the offering and to obtain any
additional information which the Company possessed or could acquire without
unreasonable effort or expense that was necessary to verify the accuracy of
information furnished;
- At a reasonable time prior to the sale of securities, the purchaser was
advised of the limitations on resale of the securities; and
- Neither the Company nor any person acting on its behalf sold the
securities by any form of general solicitation or general advertising
- In issuing the foregoing securities, the Company relied on the exemptive
provisions of Section 4(2), Regulation D and/or Reg S of the Securities Act.
Item 9.01 Exhibits
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.
|
Mindesta Inc.
|
|
|
|
|
Dated May 22, 2014 |
By: //Gregory
Bowes
|
|
Gregory B. Bowes
|
|
Chief Executive
Officer and Chief |
|
Financial Officer
|
Exhibit 99.1
![](exhibi1.jpg)
Mindesta Announces Private Placement and Debt
Restructuring
Ottawa, Canada May 22, 2014 Mindesta Inc.
(Mindesta or the Company) (OTCBB: MDST) announces that it has completed
a non brokered private placement consisting of the sale of 15,783,332 units at a
price of US$0.015 per unit for total proceeds of US$236,750. Each unit consists
of one common share and one half of a share purchase warrant. Each whole warrant
entitles the holder to purchase one common share at a price of $0.0175 until
December 31, 2016.
In addition, Mindesta has reached agreement with Nubian Gold
Corporation (Nubian) to convert the US$100,000 that is owed to Nubian by the
Company, and in turn by Nubian to its major shareholder Gregory Bowes, into
10,000,000 common shares of the Company at a price of $0.01 per share. Mr. Bowes
and related companies have also agreed to restructure the balance of funds owing
to them by the Company being approximately $142,000. Approximately $22,000 in
interest will be forgiven, $50,000 will be repayable immediately and the balance
will be repayable in one year. Mr. Bowes is also director and officer of
Mindesta.
Upon the completion of these transactions Mindesta will have
35,196,913 shares outstanding.
About Mindesta
Mindesta is a junior exploration
company that trades on the OTCBB and is an SEC registrant current on all 10k and
10Q filings. The Company is currently seeking new business opportunities.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction.
For additional information, please contact:
Gregory
Bowes, CEO (613) 241-9959
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements (within the meaning of Section 27a of the Securities Act of 1933 and
Section 21e of the Securities Exchange Act of 1934) regarding us and our
business, financial condition, results of operations and prospects.
Forward-looking statements in this report reflect the good faith judgment of our
management and the statements are based on facts and factors as we currently
know them. Forward-looking statements are subject to risks and uncertainties and
actual results and outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Actual results could differ
materially from those projected in the forward-looking statements, as a result
of either the matters set forth or incorporated in this report generally or
certain economic and business factors, some of which may be beyond our control.
Readers are urged not to place undue reliance on these forward-looking
statements which speak only as of the date of this press release. We undertake
no obligation to revise or update any forward-looking statements in order to
reflect any event or circumstance that may arise after the date of the press
release.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE
CONTENTS OF THIS RELEASE
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