Yahoo! Finance Search - Finance Home - Yahoo! - Help
EDGAR
Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HTM > SEC Filings for HTM > Form 8-K on 31-Jul-2009All Recent SEC Filings

Show all filings for US GEOTHERMAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for US GEOTHERMAL INC


31-Jul-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 - Entry into a Material Definitive Agreement.

On July 30, 2009, U.S. Geothermal Inc. (the "Company") entered into an agreement with a syndicate of Canadian investment dealers, as placement agents, (the "Agents"), pursuant to which the Agents have agreed to to privately place approximately 8,100,000 Subscription Receipts, at C$1.35 per Subscription Receipt, for gross proceeds of approximately C$10,935,000.

Each Subscription Receipt will be automatically exchanged, without additional consideration on the exchange date (described below), for one Unit (a "Unit") of the Company. Each Unit consists of one share of common stock of the Company and one half of one common stock purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional share of common stock of the Company for a period of 24 months following the closing of the offering for US$1.75 per share of common stock. The net proceeds of the offering will be used by the Company for drilling wells at the Neal Hot Springs geothermal project and for general working capital purposes. The proceeds will not be subject to escrow.

The subscription receipt exchange date will be the earlier of the date on which the receipt of a final prospectus to qualify the Common Stock and Warrants issuable upon exercise of the Subscription Receipts or four months and one day after the closing of this offering.

The offering is scheduled to close on or about August 12, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX and the NYSE Amex.

The Company has agreed to file a resale registration statement with the Securities and Exchange Commission and use commercially reasonable efforts to cause it to become effective and remain effective for two years.

The offering is being made pursuant to an exemption from registration provided by Rule 506 under Regulation D of the Securities Act of 1933, as amended. The securities described herein have not been registered under the U.S. Securities Act of l933, as amended, or any state securities laws and may not be offered or sold unless an exemption from registration is available.

A copy of the press release dated July 31, 2009 is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 - Financial Statement and Exhibits

(c) Exhibits

Exh. No. Description
99.1 Press Release dated July 31, 2009.

-2-


  Add HTM to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HTM - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2010 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.