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| WSCE.OB > SEC Filings for WSCE.OB > Form 8-K on 21-Sep-2009 | All Recent SEC Filings |
21-Sep-2009
Unregistered Sale of Equity Securities, Regulation FD Disclosure, Other Events
On September 15, 2009, Wescorp Energy Inc. (the "Company") converted certain loans held by an individual totaling $2,250,000 for: (i) 4,500,000 restricted shares of the Company's common stock ("Restricted Shares") at an exchange rate of $0.50 per Restricted Share; and (ii) warrants (the "Warrants") to purchase 2,250,000 restricted shares of the Company's common stock for $1.00 at any time prior to September 15, 2011.
The Restricted Shares and the Warrants were issued to a non-US resident outside
the United States in reliance upon the exemption from registration under
Regulation S of the Securities Act of 1933, as amended. This issuance qualified
for exemption from registration because (i) the securities were sold to a
non-U.S. investor in an offshore transaction (as defined under Regulation S);
(ii) the Company did not use any directed selling efforts (as defined under
Regulation S) in the United States; (iii) offering restrictions (as defined
under Regulation S) were implemented by the Company; and (iv) the non-U.S.
investor received and will receive upon execution of any Warrant "restricted
securities" that include all applicable legends and are subject to resale
limitations in accordance with Regulation S.
On September 16, 2009, the Company issued a press release entitled "Wescorp Energy Converts $4,416,825 in Current Demand Debt into Equity and Long-Term Debt". The press release is attached as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Item 7.01 of, and Exhibit 99.1 attached hereto, this Current Report on Form 8-K shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing. This Current Report on Form 8-K does not constitute a determination of whether any information included herein is material.
On September 3, 2009, the Company issued a press release entitled "Wescorp Energy/Cancen Oil Canada Joint Venture Receives $1,000,000 Commitment for the Construction of 3 Remediation Units". The press release is attached as Exhibit 99.2 hereto.
Exhibit No. Document
99.1 Press Release dated September 16, 2009
99.2 Press Release dated September 3, 2009
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