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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 of 1934
Date of Report (Date of earliest event reported) September 29, 1997
FREMONT GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-07773-A 65-0110447
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 Hornby Street, Suite 2000, Vancouver, British Columbia, V6Z 1S4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 682-4606
(Former name or former address, if changed since last report.)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On September 24, 1997, the Board of Directors of Fremont Gold
Corporation (the "Company") authorized the private unregistered sale of up to
8,636,363 shares of the Company's common stock, par value $.001, at a price of
$0.55 per share, aggregating gross proceeds to the Company of no less than
$1,800,000 and not more than $4,750,000. Such private sales were authorized to
be made under either Rule 903 of Regulation S ("Regulation S") promulgated under
the Securities Act of 1933, as amended (the "Act"), and/or Section 4(2) of the
Act. From September 29, 1997 through October 14, 1997, the Company has accepted
subscriptions proceeds for the purchase of 3,523,636 shares of common stock,
representing aggregate proceeds to the Company in the amount of $1,938,000. The
Company continues to pursue the private sale of an additional 5,112,727 shares
of common stock. No underwriter has been involved in these private sales and no
underwriting discounts or commissions have been paid by the Company. Based upon
its review of documentation certified by each buyer, the Company determined that
each of the buyers to date was i) sophisticated (based upon net worth and
investment experience), ii) an institutional investor, and/or iii) not a U.S.
Person (as defined in Regulation S).
From September 29, 1997 through October 14, 1997, shares of the
Company's common stock were issued to the following entities:
<TABLE>
<CAPTION>
Individual/Entity Date of Sale Consideration Shares Issued Exemption
----------------- ------------ ------------- ------------- ---------
<S> <C> <C> <C> <C>
Regional Investments, Inc. 9/29/97 $ 138,000 250,909 Rule 903 Regulation S
Robertson Stephens 9/29/97 $1,245,000 2,263,636 Section 4(2)(sophisticated,
Orphan Fund institutional)
Robertson Stephens Offshore 9/29/97 $ 255,000 463,637 Rule 903 Regulation S
Orphan Fund
Casa de Oro 9/29/97 $ 250,000 454,545 Rule 903 Regulation S
10/9/97 $ 50,000 90,909 Rule 903 Regulation S
</TABLE>
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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.
/s/Edward M. Topham
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Edward M. Topham
Chief Financial Officer
Date: October 14, 1997
