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 AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): November 20, 2006 (November 17,
2006)
THORIUM
POWER, LTD.
------------------------------------------------------------------------------------------------------------
(Exact
name of registrant as specified in its charter)
Nevada
000-28543
91-1975651
------------------------------------------------------------------------------------------------------------
(State
of
Incorporation) (Commission
File No.)
(IRS
Employer ID No.)
8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On
November 17, 2006, the board of directors of Thorium Power, Ltd. (the
“Company”), authorized the extension of the expiration date of the common stock
purchase warrants described below by six months from the expiration date
identified on the respective warrant. This extension of the expiration date
will
apply to all of the warrants issued pursuant to, and subject to the terms and
conditions of, those certain Subscription Agreements with the Company dated
November 23, 2005, February 14, 2006 and May 4, 2006, as well as to the warrants
to purchase shares of common stock of Thorium Power, Inc., that were assumed
pursuant to the Agreement and Plan of Merger by and among Novastar Resources
Ltd., TP Acquisition Corp. and Thorium Power, Inc., dated February 14, 2006.
In
total, this extension of the expiration date of the common stock purchase
warrants identified above will apply to an aggregate of 26,015,971
warrants.
ITEM
9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(d) Exhibits
|
4.1
|
Notice
Extending Common Stock Purchase Warrants, dated November 17,
2006.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Thorium
Power, Ltd.
Date:
November 20, 2006
/s/
Seth Grae
President
and Chief Executive Office
THORIUM
POWER, LTD.
8300
Greensboro Drive, Suite 800
McLean,
Virginia 22102
703.918.4904
NOTICE
EXTENDING
COMMON
STOCK PURCHASE WARRANTS
To
the
holders of our common stock purchase warrants:
On
November 17, 2006, the board of directors of Thorium Power, Ltd., authorized
the
extension of the expiration date of the common stock purchase warrants described
below by six months from the expiration date identified on the respective
warrant.. This extension of the expiration date will apply to all of the
warrants issued pursuant to, and subject to the terms and conditions of, those
certain Subscription Agreements with the Company dated November 23, 2005,
February 14, 2006 and May 4, 2006, as well as to the warrants to purchase shares
of common stock of Thorium Power, Inc., that were assumed pursuant to the
Agreement and Plan of Merger by and among Novastar Resources Ltd., TP
Acquisition Corp. and Thorium Power, Inc., dated February 14, 2006.
November
17, 2006
By
ORDER
OF THE BOARD OF DIRECTORS,
THORIUM
POWER, LTD.
By: /s/
Seth Grae_______________________
President
and Chief Executive Officer