SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) October 24, 1996
TOUCAN GOLD CORPORATION
(Exact name of registrant as specified in charter)
Delaware 33-28562 75-2661571
(State of incorporation)(Commission File Number)(IRS Employer Identification No)
8201 Preston Road, Suite 600, Dallas, Texas 75225
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 890-8065
-----------------------------
(Former name or former address, if changed since last report)
CORPDAL:56987.1 29976-00001
1
<PAGE>
Item 5. Other Events
On October 17, 1996 Toucan Gold Corporation ("Toucan") entered into a
placement agreement (the "Agreement") with Yorkton Securities Inc. ("Yorkton")
pursuant to which Yorkton was appointed as the exclusive agent for Toucan to
sell, on a best efforts basis, up to 1,200,000 units (the "Units") to raise
proceeds of up to U.S. $3 million. Each Unit shall consist of one share of
common stock (the "Common Stock"), par value $.01 per share, of Toucan and a
warrant to purchase one share of Common Stock. Certain terms and conditions of
the Units and the fees and other consideration to be paid to Yorkton are set out
in the term sheet attached as schedule A to the Agreement. The offering will be
conducted pursuant to Regulation S promulgated under the United States
Securities Act of 1933, as amended, and to exemptions from the offering
requirements in any jurisdiction in which the Units are offered. Accordingly,
Units will not be offered or sold in the United States or to U.S. persons, as
defined in Regulation S. This and certain other information concerning the
offering was disclosed in a Form 8-K, which was filed with the Securities and
Exchange Commission on October 21, 1996. The Agreement is an exhibit to that
Form 8-K.
On October 24, 1996, the Company agreed with Yorkton to amend the
Agreement to provide that the maximum number of Units to be sold in the offering
shall be increased to 1,600,000 Units and the maximum amount of proceeds shall
be increased to U.S. $4 million (the "Amendment"). In all other respects, the
Agreement remains unchanged. The Amendment is an exhibit to this Form 8-K/A.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
10.1 Agreement with Yorkton Securities Inc., dated
October 17, 1996.
10.2 Amendment to the Agreement with Yorkton Securities
Inc., dated October 23, 1996.
CORPDAL:56987.1 29976-00001
2
<PAGE>
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.
Toucan Gold Corporation
(Registrant)
Date: October 29, 1996 By: /s/ Robert Jeffcock
-----------------------
Robert Jeffcock
Chief Executive Officer
CORPDAL:56987.1 29976-00001
3
<PAGE>
Toucan Gold Corporation
Exhibit Index
Exhibit No. Description
10.1* Agreement with Yorkton Securities Inc., dated
October 17, 1996
10.2** Amendment to the Agreement with Yorkton
Securities Inc., dated October 23, 1996
- --------
* Previously filed.
** Filed herein.
CORPDAL:56987.1 29976-00001
4
<PAGE>
Exhibit 10.2
CORPDAL:56987.1 29976-00001
5
<PAGE>
October 23, 1996
Toucan Gold Corporation
Birkett House
4th Floor
27 Albemarle Street
London, England
W1X 4LQ
Attention: Robert Jeffcock
President and Chief Executive Officer
Dear Sirs:
Amending Agreement
Reference is made to our agreement of October 17, 1996 wherein
Toucan Gold Corporation (the "Company") appointed Yorkton Securities Inc. (the
"Agent") as exclusive agent for and on behalf of the company to sell, on a best
efforts basis, up to 1,200,000 Units (as defined therein) to raise proceeds of
up to US $3 million.
By signing below, the Company agrees to amend the agency
agreement of October 17, 1996 to provide that the reference to 1,200,000 units
shall be read as a reference to 1,600,000 units and the reference to proceeds of
up to US $3 million shall be read as a reference to proceeds of up to US $4
million. In all other respects, the agreement remains unchanged.
This amending agreement may be executed in counterparts which,
taken together, shall constitute one and the same agreement.
Doc #: 130862.1
<PAGE>
If this amending letter is acceptable and agreed to by the
Company, please execute this letter where indicated below and return a copy
thereof to Yorkton Securities Inc. (attention:
David Beatty).
Yours very truly,
YORKTON SECURITIES INC.
Per:/s/ David W. Beatty
--------------------------
Authorized Signing Officer
The foregoing is accepted and agreed to this day of October, 24th, 1996.
TOUCAN GOLD CORPORATION
Per:/s/ Robert P. Jeffcock
--------------------------
Authorized Signing Officer
/s/ L. Clark Arnold
--------------------------
Authorized Signing Officer
Doc #: 130862.1
<PAGE>
