Lincoln Gold Corp - Registration pursuant to Securities Act Rule 462(b) of up to an additional 20% of securities for an (S-4MEF)
23 Ottobre 2007 - 9:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM S-4
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
LINCOLN GOLD CORPORATION
(Exact Name of Registrant as specified in its Charter)
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Nevada
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No. 1040
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88-0419475
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(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification
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Incorporation or Organization)
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Classification Code Number)
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No.)
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Suite 350, 885 Dunsmuir Street
Vancouver, British
Columbia
Canada V6C 1N5
Tel: (604) 688-7377
(Address
and telephone number of principal executive offices)
Mr. Paul Saxton, President
Suite 350, 885 Dunsmuir Street
Vancouver, British Columbia
Canada V6C 1N5
Tel: (604) 688-7377
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of communications to:
Michael H. Taylor, Esq.
Lang Michener LLP
1500 – 1055 West Georgia Street
Vancouver, B.C., Canada, V6E 4N7
(604) 689-9111
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the requisite votes are obtained pursuant to the
solicitation by Lincoln Gold Corporation referred to in this Registration Statement.
If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] SEC
File Number 333-145978
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to be
Registered
|
Aggregate
Proposed
Amount
to be Registered
(1)
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Proposed
Maximum
Offering Price per
Unit
(2)(3)
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Proposed Maximum
Aggregate Offering
Price
(2)(3)
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Amount of
Registration Fee
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Common Stock
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4,250,000 shares
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0.27 per share
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$1,147,500
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$35.23
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(1)
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Based upon the number of common shares of Lincoln Gold
Corporation, a Canadian corporation, expected to be issued to the existing
shareholders of Lincoln Gold Corporation, a Nevada corporation, on a
one-for-one basis upon completion of the Continuation described in this
Registration Statement and based on 51,391,666 shares of common stock of
Lincoln Gold Corporation, a Nevada corporation, issued and outstanding as
of October 12, 2007, of which 47,141,666 such shares have been previously
registered pursuant to a Registration Statement on Form S-4 filed on
September 11, 2007, as amended (SEC File Number 333-145978).
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(2)
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Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(f)(1) under the
Securities Act of
1933
, as amended (the “Securities Act”).
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(3)
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The Proposed Maximum Offering Price Per Share is
calculated in accordance with Rule 457(c) of the Securities Act based upon
the average of the high and low price per share for the Registrant’s
common stock on October 19, 2007 as quoted on the OTC Bulletin Board. The
Proposed Maximum Aggregate Offering Price is based on the Proposed Maximum
Offering Price Per Share times the total number of shares of common stock
to be registered. These amounts are calculated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) under the
Securities Act.
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This Registration Statement on Form S-4 shall become
automatically effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as
amended.
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ii
EXPLANATORY NOTE
This Registration Statement on Form S-4 is filed pursuant to
General Instruction K of Form S-4 and Rule 462(b) under the United States
Securities Act of 1933, as amended.
Lincoln Gold Corporation filed a Registration Statement on Form
S-4 on September 11, 2007 (SEC file number 333-145978) registering 47,141,666
shares of common stock, as amended by Amendment No. 1 and Amendment No. 2 filed
on October 10, 2007 and October 18, 2007, respectively (such Registration Statement,
as amended, is referred to herein as the “Original Registration Statement”).
The Original Registration Statement was declared effective by
the Securities and Exchange Commission on October 19, 2007.
INCORPORATION BY REFERENCE
The contents of the Original Registration Statement (SEC file
number 333-145978) are incorporated herein by reference.
EXHIBIT INDEX
- 1 -
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in in the City of
Vancouver, Province of British Columbia on October 22, 2007.
LINCOLN GOLD CORPORATION
By:
/s/ Paul Saxton
________________________________________
Paul Saxton
President, Chief
Executive Officer and Chief Financial Officer, Principal Accounting Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Paul Saxton
________________________________________
Paul Saxton
President,
Chief Executive Officer and Chief Financial Officer, Principal Accounting
Officer Director
Date: October 22, 2007
*/s/ Andrew F.B. Milligan
________________________________________
Andrew F. B. Milligan
Director
Date: October 22, 2007
*/s/ Andrew Bowering
________________________________________
Andrew Bowering
Director
Date: October 22, 2007
*By:
/s/ Paul
Saxton
Paul
Saxton
Attorney-in-Fact
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