CADENCE RESOURCES CORP 4

4 · CADENCE RESOURCES CORP · Filed Feb 17, 2005

Insider Transaction Report

Form 4

Period: 2005-01-31

CADENCE RESOURCES CORPCDNR.OB

LOW NATHAN A

10% Owner

Transactions

Purchase
Common Stock
2005-01-31$250000.00/sh+200,000$50,000,000,000→ 2,190,992 total(indirect: By IRA)
Purchase
Common Stock
2005-01-31$450000.00/sh+360,000$162,000,000,000→ 400,000 total(indirect: By Trust)
Purchase
Warrants to Purchase Comon Stock
2005-01-31+200,000→ 200,000 total(indirect: By IRA)
Exercise: $1.75Exp: 2009-01-31→ Common Stock (200,000 underlying)
Purchase
Warrants to Purchase Comon Stock
2005-01-31+360,000→ 360,000 total(indirect: By Trust)
Exercise: $1.75Exp: 2009-01-31→ Common Stock (360,000 underlying)
Other
Warrants to Purchase Comon Stock
2005-01-31−76,500→ 0 total
Exercise: $4.00From: 2004-04-05Exp: 2007-04-05→ Common Stock (76,500 underlying)
Purchase
Warrants to Purchase Comon Stock
2005-01-31+1,821,000→ 2,186,000 total
Exercise: $1.25Exp: 2009-01-31→ Common Stock (1,821,000 underlying)

Holdings

Common Stock
131,000
Options to Purchase Comon Stock
(indirect: By Spouse)
Exercise: $2.50From: 2003-10-01Exp: 2008-10-01→ Common Stock (100,000 underlying)
100,000
Warrants to Purchase Comon Stock
(indirect: By Spouse)
Exercise: $4.00From: 2004-04-05Exp: 2007-04-05→ Common Stock (57,375 underlying)
57,375
Warrants to Purchase Comon Stock
(indirect: By IRA)
Exercise: $4.00From: 2004-04-05Exp: 2007-04-05→ Common Stock (31,875 underlying)
31,875

Footnotes (8)

[F1]These securities were issued to the holder of such securities pursuant to a Securities Purchase Agreement, dated January 31, 2005, between Cadence and certain investors, pursuant to which Cadence sold units consisting of common stock and warrants to purchase common stock for $1.25 per unit. The purchase price listed in Table I includes the purchase of the warrants listed in Table II.
[F2]Owned by the Nathan A. Low Roth IRA. Nathan A. Low makes all of the investment and voting decisions for the Nathan A. Low Roth IRA.
[F3]Owned by the Nathan A. Low Family Trust. Nathan A. Low's spouse is the trustee of the trust and Nathan A. Low's minor children are the beneficiaries of the trust.
[F4]Owned by Nathan A Low's spouse as custodian for minor children.
[F5]Nathan A. Low's spouse owns these warrants as custodian for Gabriel S. Low under the Uniform Gift to Minors Act.
[F6]The warrant to purchase common stock contains a provision which prohibits the holder from exercising the warrant if the holder and his, her or its affiliates would own in excess of the 4.99% of the Cadence's outstanding common stock. The percentage may be increased by the holder on 61 days notice to the Issuer up to a maximum of 19.99%. Since Nathan A. Low already owns in excess of 10% of the common stock of the Cadence, this warrant is not currently exercisable.
[F7]Amendment of outstanding warrant resulting in a deemed cancellation of the original warrant and the grant of a replacement warrant.
[F8]These securities were issued to Nathan A. Low by Cadence as compensation for his services in connection with the private placement described in footnote 1.

Documents

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v013235_ex.xmlPrimary