-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TzzKYGsE401dWFC/GmaOUKvVDPE1WnEWd/a6ZxUeT6qk+zhohwBLX6cvO0nI8Omh ryfCTG3pxq6zZngcMzCPDg== 0001019687-07-002248.txt : 20070725 0001019687-07-002248.hdr.sgml : 20070725 20070725130708 ACCESSION NUMBER: 0001019687-07-002248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070621 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dhanoa Minerals Ltd. CENTRAL INDEX KEY: 0001343845 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980470528 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-129864 FILM NUMBER: 07998841 BUSINESS ADDRESS: STREET 1: 1330 MARTIN GROVE ROAD CITY: TORONTO STATE: A6 ZIP: M9W4X4 BUSINESS PHONE: 416-838-4348 MAIL ADDRESS: STREET 1: 1330 MARTIN GROVE ROAD CITY: TORONTO STATE: A6 ZIP: M9W4X4 8-K 1 dhanoa_8k-072407.txt UNITED STATES 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) June 21, 2007 Dhanoa Minerals Ltd. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 333-129864 98-0470528 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 15 Oceanview Road, Lions Bay, B.C. V0N 2E0, Canada (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 604.925.0716 1330 Martin Grove Road, Toronto, Ontario, M9W 4X4, Canada -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On June 21, 2007, Dhanoa Minerals Ltd. (the "Company"), in reliance upon Regulation S under the Securities Act of 1933, as amended, arranged the sale of 2,090,164 shares of Common Stock for $1,275,000 and a Warrant to purchase 2,090,164 shares of Common Stock of Dhanoa Minerals, Ltd. to Lee A. Balak at a price of $.61 (U.S.) per share. On June 21, 2007, Dhanoa Minerals Ltd. (the "Company"), in reliance upon Regulation S under the Securities Act of 1933, as amended, arranged the sale of 2,090,164 shares of Common Stock for $1,275,000 and a Warrant to purchase 2,090,164 shares of Common Stock of Dhanoa Minerals, Ltd. to Arcobel Investment, Inc., S.A. at a price of $.61 (U.S.) per share. The Company intends to use the proceeds from this Regulation S offering to finance its planned acquisition of mining assets in Ecuador, working capital to modernize ore processing facilities, purchase equipment and to hire more employees ITEM 7.01 REGULATION FD DISCLOSURE We issued a press release in connection with the issuance of Units consisting of the common stock and warrants described in Item 3.02 of this Form 8-K, a copy of which is attached hereto as Exhibit 99. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits. 99 Press Release dated June 22, 2007. SIGNATURE 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. Dated: July 24, 2007 Dhanoa Minerals Ltd. By: /s/ Lee A. Balak ------------------------------------- Name: Lee A. Balak Title: Chief Executive Officer and President EX-99 2 dhanoa_8k-ex9900.txt EXHIBIT 99 DHANOA MINERALS PRESIDENT AND CEO INCREASES PERSONAL INVESTMENT IN COMPANY'S LATEST ROUND OF FINANCING Friday June 22, 4:23 am ET LEE BALAK, DHANOA MINERALS PRESIDENT AND CEO, INVESTS $1,250,000; CONFIRMING CONFIDENCE THAT THE COMPANY IS AHEAD OF SCHEDULED GROWTH TORONTO--(BUSINESS WIRE)--Lee Balak, President and CEO of Dhanoa Minerals, Ltd. (OTCBB:DHNA -News; FWB:D7Z), announced that he has personally participated in the company's latest round of equity financing of US$ 2.5 Million by providing $1,250,000, which is half of the funds raised. Mr. Balak disclosed his intentions to increase his holdings to the Board, in order to avoid any appearance of conflict of interest. The Board expressly waived any such conflict, and approved the transaction. Mr. Balak stated, "I believe that the greatest expression of my confidence in Dhanoa Minerals is the fact that I am willing to invest my personal funds into the company as a shareholder. I see progress on a daily basis, and believe that in the near future the current round of invested funds will generate significant returns. "We have experienced greater than anticipated progress in all aspects of the gold and silver production. We finalized the acquisition of the Spanish Plant. We implemented new security procedures. We installed additional cameras. We posted security on a 24/7 basis. We began the reprocessing of tailings. "While the company's first year revenue estimates of $ 80 million are on target, I believe we can do better," said Mr. Balak. "In my opinion, this is the best investment that I could ever make." About Dhanoa Minerals Ltd. 'Dhanoa' is a production stage company formed to acquire, explore, and develop natural resource properties. Activities include further development of the Company's business plan and raising capital. The Company has recently initiated a new program to evaluate undervalued assets for potential addition to its mineral claim portfolio. Forward Looking Statements Statements contained in this news release, not facts, are forward looking statements that involve risks and uncertainties. Actual results may differ materially from any forward looking statements due to risk factors which include, no operating history, no earnings, reliance on the Company's management, the ability to implement the Company's business plan, the ability to fund the Company's business strategy, competition and general economic conditions. -----END PRIVACY-ENHANCED MESSAGE-----