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) March 25, 1998
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-12761 88-0180496
(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification
incorporation or Number)
organization)
970 East Main Street
Suite 200
Grass Valley, California 95945
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (530)477-5961
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
(a) On March 25, 1998, and pursuant to an exemption from registration
under Regulation S of the Securities Act of 1933, as amended (the "Act"),
Brush Creek Mining and Development Co., Inc. (the "Company") completed the
sale to a certain British Virgin Islands corporation of 2,500,000 shares of
common stock of the Company at a purchase price of $.30 per share whereby
the Company received gross proceeds of $750,000 in cash. In connection
with such transaction, the Company issued to the investor warrants to
purchase up to 2,500,000 shares of common stock of the Company exercisable
for a three year period at a price of $.65 per share.
(b) On March 27, 1998, and pursuant to an exemption from registration
under Regulation S of the Act, the Company completed the sale to a certain
other British Virgin Islands corporation of 833,334 shares of common stock
of the Company at a purchase price of $.30 per share whereby the Company
received gross proceeds of $250,000 in cash. In connection with such
transaction, the Company issued to the investor warrants to purchase up to
833,334 shares of common stock of the Company exercisable for a three year
period at a price of $.65 per share.
(c) On April 6, 1998, and pursuant to an exemption from registration
under Regulation S of the Act, the Company completed the sale to another
British Virgin Islands corporation of 1,666,667 shares of common stock of
the Company at a purchase price of $.30 per share whereby the Company
received gross proceeds of $500,000 in cash. In connection with such
transaction, the Company issued to the investor warrants to purchase up to
1,667,667 shares of common stock of the Company exercisable for a three
year period at a price of $.65 per share.
No underwriter was used in connection with the sale of any of the foregoing
securities. All of the foregoing securities were issued to persons other
than "U.S. Persons" in "Offshore Transactions" and in accordance with the
"offering restrictions", "no directed selling efforts" and other
requirements of Regulation S under the Act.
Pursuant to Amendment No. 2 dated as of March 30, 1998 to the Exploration,
Development and Mine Operating Agreement dated November 20, 1997 between
the Company and Sterling Mining LLC and Volcanic Resources, LLC, the
Company has agreed that through January 31, 1999 should the Company effect
any private placement of shares or issue shares under Regulation S (other
than with respect to the securities described above), than such shares
shall be restricted and limited in trading and transferability such that
the shares cannot be freely traded, transferred, sold or assigned on any
market or in any manner for a period of one year from the closing date of
such transaction. In addition, the Company has agreed that from February
1, 1999 through December 31, 1999, the Company will not effect any
transactions involving shares of stock of the Company pursuant to
Regulation S.
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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.
BRUSH CREEK MINING
AND DEVELOPMENT CO., INC.
(Registrant)
Date: April 8, 1998 By: /s/James S. Chapin
James S. Chapin,
Chief Executive Officer
