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): December 16, 2010
White
Mountain Titanium Corporation
(Exact
Name of Registrant as Specified in Charter)
NEVADA
|
333-129347
|
87-057730
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Augusto Leguia 100,
Oficina 812, Las Condes, Santiago Chile
|
None
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (56 2) 657-1800
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
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item
3.02
|
Unregistered
Sales of Equity Securities
|
On or
about October 25, 2010, White Mountain Titanium Corporation (the “Company”)
commenced a non-public offering of 5,384,616 units pursuant to Rule 506 of
Regulation D promulgated by the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the
“Act”). The purchase price per unit is $0.65 for gross proceeds to
the Company of up to $3,500,000. Each unit consists of one share of
common stock and one-quarter warrant. Each whole warrant entitles the
holder to purchase an additional share of common stock at $0.65 per
share. Each warrant is immediately exercisable through December 16,
2013. If at any time prior to 18 months before the expiration date of
the warrants the bid price of the Company’s common stock as quoted on the OTC
Bulletin Board is at or over $2.00 per share for 20 consecutive trading days,
the Company will have the right to accelerate the expiration date of the
warrants upon 20 days prior written notice to the holders of the
warrants. The offering will terminate not later than December 31,
2010, and may be terminated by the Company earlier without prior notice and
before all of the units are sold. The securities offered will not be
and have not been registered under the Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
In
connection with the above offering, on December 16, 2010, the company sold
4,635,385 units for gross proceeds of $3,013,000. The Company issued
a total of 4,635,385 shares and 1,158,846 warrants to two accredited investors,
one of whom was a non-U.S. person as defined in Regulation S. The
securities were issued without registration under the Securities Act by reason
of the exemptions from registration afforded by the provisions of Section 4(2)
of the Securities Act, and Rule 506 promulgated thereunder, and by Regulation S
promulgated by the Commission. Each person acknowledged appropriate
investment representations with respect to the sales and consented to the
imposition of restrictive legends upon the certificates representing the shares
and warrants. They did not enter into the transaction with the
Company 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 was afforded the opportunity to ask questions
of the Company’s management and to receive answers concerning the terms and
conditions of the offering. In connection with the sale of the
securities to the non-U.S. person, the sale of the securities was made in an
offshore transaction and no directed selling efforts were made in the U.S. by
the Company or anyone acting on its behalf. The Company paid $240,000
in selling commissions based upon $3,000,000 of proceeds in this offering to a
licensed selling agent and granted non-transferable warrants to the selling
agent to purchase 369,231 shares at a price of $0.65 exercisable until December 16,
2013; no selling commissions were paid in connection with the $13,000 in
proceeds from the remaining 20,000 units sold.
With the
sales of the units as set forth above, the Company currently has outstanding
49,017,397 shares of its common stock.
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: December
17, 2010
|
By:
|
/s/ Charles E. Jenkins | |
Charles E. Jenkins, CFO | |||
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