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): April 30, 2012

 

 

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:

 

¨ 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 8.1 Other Events.

 

On April 30, 2012, we completed our offering of up units (the “Units”) at $1.70 per Unit. Each unit consisted of one share of common stock and one-half warrant. Each whole warrant entitles the holder to purchase an additional share of common stock at $1.70 per share at any time prior to March 31, 2014. We sold a total of 1,536,248 Units for gross proceeds of $2,611,622. These Units were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(5) and/or Section 4(a)(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering. Each of the 48 investors in this offering was an accredited investor as defined in Regulation D. Each investor delivered appropriate investment representations with respect to these sales and consented to the imposition of restrictive legends upon the stock certificates representing the shares and warrants. Each investor was afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the transaction. We paid selling commissions in the amount of $196,010 to licensed broker/dealers who acted as placement agents in this offering and issued 142,409 warrants as additional compensation to these placement agents. The terms and conditions of the selling agent warrants are essentially identical to the terms and conditions of the warrants sold to investors as part of the Units. The securities sold in this offering were not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

 
 

 

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: May 9, 2012 By:  /s/ Michael P. Kurtanjek
    Michael P. Kurtanjek, President