Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported) August 9, 2006
BLACKSANDS
PETROLEUM, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-51427
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20-1740044
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(State
or other jurisdiction
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(Commission
File number)
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(IRS
Employer Identification No.)
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of
incorporation or organization)
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Suite
328, 369 Rocky Vista Park Drive Calgary, Alberta T3G 5K7, Canada
(Address
of principal executive offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name, Address and Fiscal Year, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation for the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
3 - Securities and Trading Markets
Item
3.02. Unregistered Sales of Equity Securities.
Effective
August 9, 2006, Blacksands Petroleum, Inc. (the “Company”) closed a private
placement of units (“Units”) of its securities. The offering was conducted
pursuant to the exemption from the registration requirements of the federal
securities laws provided by Regulation S and Section 4(2) of the Securities
Act
of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D under
the Securities Act. Each Unit consisted of one share of common stock (“Common
Stock”) and one common stock purchase warrant (“Warrants”). Each Warrant
entitles its holder to purchase one share of Common Stock for an exercise price
of $3.00 per share, and is exercisable for a two year period commencing October
1, 2006. The Units were offered at a price of $1.00 per Unit. The Company
derived total gross proceeds of $10,854,700 from the sale of 10,854,700 Units
in
the offering. The Units were offered and sold only to “accredited investors,” as
that term is defined by Rule 501 of Regulation D, and/or to persons who were
neither resident in, nor citizens of, the United States. No commissions were
paid in connection with the offering.
The
Company intends to utilize the proceeds of the offering to identify and acquire
suitable candidates in the unconventional petroleum industry. Following the
closing of the offering, the funds will remain in escrow until a suitable
acquisition candidate is identified and acquired. If the Company fails to
complete a business acquisition within 12 months after the closing of the
offering, subscription proceeds will be promptly returned to investors without
interest or deduction.
As
previously reported, effective May 6, 2006 the Company issued $1,000,000
principal amount of its convertible debentures (“Debentures”) to two accredited
investors pursuant to the exemption from registration provided by Regulation
D.
The entire principal amount of the Debentures automatically converted into
1,000,000 Units, at a conversion price of $1.00 per Unit, simultaneously with
the closing of the offering. No interest had accrued on the Debentures as of
the
date of their conversion.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BLACKSANDS
PETROLEUM, INC. |
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| Date: August
9, 2006 |
By: |
/s/ Darren
R.
Stevenson |
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Name:
Darren R. Stevenson
Title:
Chief Executive Officer
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