SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 23, 2000
CAN-CAL RESOURCES LTD.
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Exact Name of Registrant as Specified in its Charter)
Nevada 0-26669 88-0336988
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(State or other jurisdiction (Commission File No. ) (I.R.S. Employer
of incorporation) Identification No.)
8221 Cretan Blue Lane
Las Vegas, Nevada 89128
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 243-1849
Not Applicable
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(Former Name, Former Address or Former Fiscal Year,
if Changed From Last Report)
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ITEM 5. OTHER EVENTS
On November 23, 2000, Can-Cal Resources Ltd. (the "Company) entered into a
Loan Agreement with a lender in which the lender agreed to loan the Company
$300,000 for a period of five years. The loan bears interest at 16% per annum,
which is payable semi-annually on May 24 and November 24 of each year. The loan
is secured by a second deed of trust, security agreement, financing statement
and assignment of rents on the Company's Pisgah Volcanic Cinders Property. The
loan may be prepaid without penalty in full or in part on any interest payment
date. As additional consideration for the loan, the Company granted the lender
an option to purchase 300,000 shares of its common stock for a period of five
years. The purchase price for the shares is the lower of $0.65 per share or 50%
of the lowest trading price by Yahoo! Finance Historical Quotes during the prior
complete calendar month immediately preceding the day of notice of intent to
exercise the option. As further consideration, the Company issued 45,000
restricted shares of its common stock to an affiliate of the lender as a loan
placement fee.
On November 24, 2000, the Company received the loan proceeds of $300,000
and then issued 45,000 shares of its common stock as the loan placement fee. In
addition, on November 24, 2000, the lender exercised its option to purchase the
300,000 restricted shares of common stock. The lowest trading price for the
Company's common stock during the preceding month was $1.0312. The purchase
price for the shares was, therefore, $.5156 per share. The total purchase price
for the 300,000 shares was $154,680, which was paid to the Company on November
24, 2000. Those shares have been issued to the lender.
Proceeds of the loan and sale of stock will be used for working capital as
stated in the Company's Form 10-QSB report for the period ended September 30,
2000.
FORWARD LOOKING STATEMENTS
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 provide a "safe harbor" for forward looking statements that
are based on current expectations, estimates and projections, and management's
beliefs and assumptions. Words such as "believes," "expects," "intends,"
"plans," "estimates," "may," "attempt," "will," "goal," "promising," or
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve certain risks and uncertainties which are difficult or
impossible to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such f looking statements.
The Company undertakes no obligation to update publicly any forward statement
whether as a result of new information, future events or otherwise.
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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 hereunto duly authorized.
CAN-CAL RESOURCES LTD.
Dated: November 28, 2000 By: /s/ Ronald D. Sloan
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RONALD D. SLOAN, President
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