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SKY PETROLEUM, INC. FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities

May 30, 2014

Item 1.01 Entry into a Material Definitive Agreement

On May 29, 2014 (the "Closing Date"), Sky Petroleum, Inc. (the "Corporation") closed a private placement under the terms of subscription agreements with two accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "U.S. Securities Act")), including OceanRidge Investments S.A., a corporation organized pursuant to the General Corporation Law of the Republic of Panama and a corporation controlled by a director and former Chief Exective Officer of the Corporation, in connection with a non-brokered private placement (the "Offering") of Class D Units ("Class D Units") at US$0.05 per unit. Each Class D Unit consists of one share of common stock of the Corporation, par value US$0.001 (a "Common Share") and one Class D Warrant (each, a "Class D Warrant"). Each Class D Warrant is exercisable to acquire one Common Share of the Corporation, par value US$0.001 (a "Class D Warrant Share") at an exercise price of US$0.10 per Class D Warrant Share until May 29, 2016 (the two (2) year anniversary of the Closing Date).

Item 3.02 Unregistered Sale of Equity Securities.

On May 14, 2014, the Corporation closed a non-brokered private placement and issued 8,000,000 Class D Units at US$0.05 per unit to investors to raise an aggregate of US$400,000. In aggregate, the Corporation issued 8,000,000 Common Shares and 8,000,000 Class D Warrants.

The Class D Units were issued in an off-shore transaction pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "U.S. Securities Act"), in reliance upon Rule 903 of Regulation S under the U.S. Securities Act. Neither investor was a U.S. person as defined in Rule 902(k) of Regulation S.

In connection with the closing of the Class D Unit Offering, the Corporation issued a reservation order reserving Common Shares for issuance as follows:

Warrant Class/ Number of Shares Aggregate

Exercise Price Common Stock Exercise (Reserved) Price Class D Warrants 8,000,000 US$800,000 (US$0.10) Item 9.01 Exhibits. Exhibit Description 10.1 Form of Subscription Agreement* 10.2 Form of Class D Warrant*

* Previously filed with the Securities & Exchange Commission on Registrant's Form 8-K filed May 29, 2014.



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Source: Edgar Glimpses

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