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
February 19, 2014
Date of Report (Date of earliest event reported)
PASSPORT POTASH INC.
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British Columbia |
000-54751 |
Not Applicable |
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608 - 1199 West Pender Street |
V6E 2R1 |
(604) 687-0300
N/A
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On February 24, 2014, Passport Potash Inc. (the "Company") completed a shares-for-debt private placement involving the sale of an aggregate of 27,682,926 shares of the Company at a deemed subscription price of CAD$0.055 per share, in settlement of an aggregate of CAD$1,522,560.90 owed by the Company to certain shares-for-debt purchasers.
The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Rule 506 of Regulation D and by Regulation S, based on representations and warranties provided by the shares-for-debt purchasers in the subscription agreements entered into between the shares-for-debt purchasers and the Company.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 19, 2014, the board of directors (the "Board") of the Company unanimously voted to decrease the size of its Board to five members. Effective on February 19, 2014, the Board of the Company accepted the resignation of Laara Shaffer as Chief Financial Officer, Secretary and a director of the Company and the resignations of Dennis Ickes, Jerry Aiken and Bill Allred as directors of the Company. Concurrent with the resignations of Ms. Shaffer and Messrs. Ickes, Aiken and Allred, the Board of the Company appointed Frank Högel as a director and Vice Chairman of the Company.
In addition, on March 1, 2014, the Board of the Company appointed Mr. Allred as the Chief Financial Officer of the Company.
Frank Högel
Mr. Högel (age 41) currently serves as President and Chief Executive Officer of Peter Beck Performance Fonds and Peter Beck and Partner Asset Management Company Limited and has been in such positions since January 2002. In addition, from September 2007 to present, Mr. Högel has been a director of Concept Capital Management, an asset management company focused on evaluating Canadian resource companies for convertible debenture financings as well as structuring gold and silver loans. Mr. Högel has a Master of Business Administration (FH) degree from the University of Nürtingen, Germany, which he received in June 1999, with a focus on financial management, banking and international business & management.
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Name |
Position |
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Joshua Bleak |
President, Chief Executive Officer and a Director |
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John Eckersley |
Executive Vice President and a Director |
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Bill Allred |
Chief Financial Officer |
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David J. Salisbury |
Chairman and a Director |
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Ali Rahimtula |
Director |
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Michael X. Schlumpberger |
Chief Operating Officer |
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Frank Högel |
Vice Chairman and a Director |
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.
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PASSPORT POTASH INC. |
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Name: John Eckersley Title: Executive Vice-President and Director |
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