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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
July 26, 1997
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Date of Report
(Date of Earliest Event Reported)
GOLDEN PANTHER RESOURCES, LTD.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 33-2150-LA 95-3932052
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
#211, 1111 Hastings Street
Vancouver, Canada V6E2J3
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(Address of Principal Executive Offices)
(604)689-5377
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Registrant's Telephone Number
N/A
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(Former Name or Former Address if changed Since Last Report)
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Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
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None; not applicable.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On July 26, 1997, acting by unanimous written consent pursuant to
applicable sections of the Nevada Revised Statutes, the Board of Directors of
Golden Panther Resources, Ltd., a Nevada corporation (the "Company"), resolved
to issue 1,000,000 shares of the Company's common stock to 533988 B.C. Ltd., a
limited liability company organized under the laws of British Columbia, in
reliance on the exemption from registration provided by Regulation S of the
Securities and Exchange Commission. These shares were issued to 533988 B.C.
Ltd. on August 27, 1997, at a price of $0.25 per share, for total
consideration of $250,000.
On October 31, 1997, acting by unanimous written consent pursuant to
applicable provisions of the Nevada Revised Statutes, the Company's Board of
Directors resolved to issue 500,000 shares of its common stock to 533988 B.C.
Ltd and 500,000 such shares to 539135 B.C. Ltd., a limited liability company
organized under the laws of British Columbia, in reliance upon the exemption
from registration provided by Regulation S. Management expects that these
shares will be issued upon receipt of the total consideration of $800,000 (for
a price of $0.80 per share).
Each of the above-referenced purchasers of the Company's common stock
executed an Application for Regulation S Shares (the "Application"), in which
the purchaser represented among other things, that: (i) it is not a "U.S.
person" as defined in Rule 902 of Regulation S and was not acquiring the
shares for the account of any U.S. person; (ii) such shares must be
transferred by the purchaser in compliance with Regulation S and may not be
resold during the applicable "restricted period" as defined in Rule 902; (iii)
the shares would contain a legend to the effect that transfer is prohibited
except in accordance with the provisions of Regulation S; and (iv) that the
purchaser would not make "directed selling efforts" (as defined in Rule 902)
of the shares in the United States.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
GOLDEN PANTHER RESOURCES, LTD.
Date: Dec. 10/97 By /s/ Gordon J. Muir
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Gordon J. Muir
CEO and Chairman of the Board of Directors
