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): April 9, 2014
Sara Creek Gold Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0511130
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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326 S. Coast Highway, Suite 102
Redondo Beach, CA
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90277
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (310) 316-3623
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
On April 9, 2014, Sara Creek Gold Corp. (“Sara Creek”, “we”, “us” or “our”) closed a private placement of 3,649,720 “Units.” Of the 3,649,720 Units, 2,206,000 were sold to twelve investors for gross proceeds of $220,600, and 1,443,720 Units were issued to four creditors of the Company or its subsidiaries in consideration of cancellation of an aggregate of $144,372 in debt owing by the Company or its subsidiaries, as applicable. No commissions were paid or are payable. The price of each Unit (including the value used to determine the cancellation of debt) was $0.10. Each Unit was comprised of one share of our common stock, together with a warrant to acquire an additional one-half share of our common stock on payment of $0.20 per share. The warrants expire five years from the closing date.
Included among the sixteen investors that participated in the private placement was (i) Smed Capital Corp. (in which Kristian Andresen, a director, officer and significant stockholder of Sara Creek, has a beneficial ownership interest), which was issued 250,000 Units for $25,000, (ii) Manhattan Holdings, LLC, a significant stockholder of Sara Creek, which was issued 388,660 Units in consideration of cancellation of $38,866 in debt owing from SCNRG, LLC (“SCNRG”), a wholly owned subsidiary of the Company, (iii) Darren Katic, a director, officer and significant stockholder of Sara Creek, who was issued 684,910 Units in consideration of cancellation of (A) $29,625 in debt owing from Hawker Energy, LLC, a wholly owned subsidiary of the Company, and (B) $38,866 in debt owing from SCNRG, and (iv) Gerald Tywoniuk, a significant stockholder of Sara Creek, who was issued 129,550 Units in consideration of cancellation of $12,955 in debt owing from SCNRG.
Forms of the warrants (one for United States investors and one for non-United States investors) issued in connection with the sale of Units are attached to the Company’s Current Report on Form 8-K filed on January 16, 2014 as Exhibits 10.1 and 10.2, respectively. The above description of the warrants is qualified by reference to the complete text of the warrants. However, the warrants, including without limitation any representations and warranties contained in the warrants, are not intended as documents for investors or the public to obtain factual information about the current state of affairs of Sara Creek. Rather, investors and the public should look to other disclosures contained in our reports under the Securities Exchange Act of 1934, as amended.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The sale of Units described under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The issuances of the securities described in Item 1.01 were made in reliance upon the exemption from registration available under Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”), including Regulation D promulgated thereunder, as transactions not involving a public offering, or pursuant to Regulation S as transactions not requiring registration under Section 5 of the Securities Act. In transactions made in reliance on the exemption from registration, the exemption was claimed on the basis that those transactions did not involve any public offering and the purchasers in each offering were accredited or sophisticated and had sufficient access to the kind of information registration would provide. In transactions made in reliance on Regulation S, the safe harbor from registration was claimed on the basis that they involved an offshore transaction, no directed selling efforts were made in the United States and appropriate offering restrictions were implemented. In each case, appropriate investment representations were obtained and stock certificates were issued with restrictive legends.
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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.
Sara Creek Gold Corp.
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Dated:
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April 10, 2014
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By:
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/s/ Darren Katic
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Darren Katic
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Chief Executive Officer
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