-----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, JwrZsMcqt07ORmkfzkdcZYAlv2KisEoyHeTWPZLVvvl5jqHrKSVKLw6903TVTJwD 3SKsqwqSk1xaIpkztsvu4Q== 0001172665-06-000150.txt : 20060405 0001172665-06-000150.hdr.sgml : 20060405 20060405171748 ACCESSION NUMBER: 0001172665-06-000150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060405 DATE AS OF CHANGE: 20060405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL GOLD CORP CENTRAL INDEX KEY: 0000319671 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 133025550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-69494 FILM NUMBER: 06742918 BUSINESS ADDRESS: STREET 1: 734 FRANKLIN ST STREET 2: SUITE 393 CITY: GARDEN CITY STATE: NY ZIP: 11530 BUSINESS PHONE: 5167738975 FORMER COMPANY: FORMER CONFORMED NAME: TRIAD ENERGY CORP /NY/ DATE OF NAME CHANGE: 19951120 8-K 1 form8k.txt CURRENT REPORT 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) April 4, 2006 Global Gold Corporation (Exact name of registrant as specified in its charter) Delaware 02-69494 13-3025550 -------- -------- ---------- (State or other jurisdiction (Commission (IRS of incorporation) File Number) Identification No.) 45 East Putnam Avenue, Greenwich, CT 06830 ---------------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 422-2300 (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 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.02 Unregistered Sales of Equity Securities. On April 4, 2006 Global Gold Corporation sold $13,000,000 in common shares in a private placement, pursuant to exemptions from registration requirements of the Securities Act under Regulation D and Regulation S based upon representations and covenants provided by the respective purchasers. The transaction involved the issuance of ten million four hundred thousand shares of common stock at $1.25 per share. Each three shares purchased shall also entitle the purchaser to a warrant for the purchase of an additional one share at the price per share of $2.00 exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination by the Company that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. Aton Securities, Inc. of New York City acted as the Managing Private Placement Agent, and as part of its compensation has also been granted warrants to purchase one million (1,000,000) restricted common shares exercisable at the price of $1.25 per share within eighteen months of April 4, 2006. Item 9.01 Financial Statements and Exhibits. Exhibit No. 99.1 Press Release. 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. Dated: April 5, 2006 Global Gold Corporation By: /s/Drury J. Gallagher --------------------- Name: Drury J. Gallagher Title: Chairman, Chief Executive Officer and Treasurer EX-99.1 2 ex991.txt PRESS RELEASE Global Gold Corporation Closes $13 Million Private Placement Greenwich, CT-- April 5, 2006--Global Gold Corporation (OTCBB-GBGD) (www.globalgoldcorp.com) has closed a private placement raising thirteen million dollars with Aton Securities, Inc. of New York City (www.atonsec.com) acting as the Managing Private Placement Agent. Global Gold will use the proceeds to fund its mining and exploration projects in Armenia and in Chile, acquisition plans as well as for working capital. The transaction involved the issuance of ten million four hundred thousand shares of common stock at $1.25 per share. Each new share issued carries a warrant to purchase one third of one additional share at $2.00 per share. The warrants are exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days following a determination that the weighted average trading price of the common shares over a thirty (30) consecutive trading day period commencing after August 1, 2006 is $3.00 USD or greater. Lead investors include current shareholders Firebird Global Master Fund, Ltd. (www.fbird.com) and East Capital (www.eastcapital.com), as well as new shareholders Farallon Capital Management (www.faralloncapital.com), Persistency Capital (www.Persistencycapital.com), QVT Financial (www.qvt.com), Prince Street Capital (www.Princefund.com), and Aton International Ltd. Global is currently focusing its work in Armenia in the North Central Belt to produce gold and to bring historical reserve numbers up to Western standards as well as in the gold and uranium Getik exploration area. Global also has other interests in Armenia including joint ventures with Iberian Resources and the right until December 31, 2009 to elect to participate at a level of up to twenty percent with Sterlite Gold Ltd. or any of its affiliates in any exploration project undertaken in Armenia. Global Gold Corporation is located at 45 East Putnam Avenue, Greenwich, CT 06830. The main phone number is 203-422-2300. More information can be found at www.globalgoldcorp.com. To the extent that statements in this press release are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this release are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Contact: Drury J. Gallagher-- ggc@globalgoldcorp.com -----END PRIVACY-ENHANCED MESSAGE-----