TVC 8K 11/23/05
As
filed with the Securities and Exchange Commission on November 18,
2005
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):
November
18 2005
Tri-Valley
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31852
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87-0505222
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5555
Business Park South, Suite 200
Bakersfield,
California 93309
(Address
of principal executive office)
Issuer's
telephone number: 661-864-0500
Item
3.02
Unregistered Sales of Equity Securities
Tri-Valley
Corporation has sold 100,000 restricted shares of common stock, together with
warrants to purchase 33,333 common shares at an exercise price of $12.00 per
share for two years, to an accredited investor at $10.00 per share. The sale
was
made in a privately negotiated transaction in reliance on the exemption from
registration requirements contained in Section 4(2) of the Securities Act of
1933, and pending expected approval by the American Stock Exchange.
This
sale
was made on November 18, 2005, after the open market close. The closing market
price on November 18 was $9.97 per share. The sale also occurred after the
Company’s public announcement of the commencement of operations on its Monarch
calcium carbonate mine after the market opened on November 16, 2005. The Company
plans to use the proceeds to assist in exploiting asset purchases.
.
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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Date:
November 22, 2005
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TRI-VALLEY
CORPORATION
/s/
F. Lynn Blystone
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F.
Lynn Blystone, President and Chief Executive
Officer
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