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WSCE.OB > SEC Filings for WSCE.OB > Form 8-K on 21-Sep-2009All Recent SEC Filings

Show all filings for WESCORP ENERGY INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WESCORP ENERGY INC


21-Sep-2009

Unregistered Sale of Equity Securities, Regulation FD Disclosure, Other Events


Item 3.02. Unregistered Sales of Equity Securities

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.



Item 7.01 Regulation FD Disclosure.

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.



Item 8.01 Other Matters

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.



Item 9.01 Financial Statements and Exhibits.

Exhibit No. Document
99.1 Press Release dated September 16, 2009
99.2 Press Release dated September 3, 2009

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