Attached files
| file | filename |
|---|---|
| EX-99.5 - Imperial Resources, Inc. | v172009_ex99-5.htm |
| EX-99.1 - Imperial Resources, Inc. | v172009_ex99-1.htm |
| EX-99.2 - Imperial Resources, Inc. | v172009_ex99-2.htm |
| EX-99.3 - Imperial Resources, Inc. | v172009_ex99-3.htm |
| EX-99.4 - Imperial Resources, Inc. | v172009_ex99-4.htm |
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
Date
of report (Date of earliest event reported): January 22,
2010
_______________________
IMPERIAL
RESOURCES, INC.
(Exact
Name of Registrant as Specified in Charter)
_______________________
|
Nevada
|
333-152160
|
83-0512922
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
Payyappilly
House, Thiruthipuram, P.O.,
Kottapuram
Via., 680667 – Ernakulam Dt. Kerala,
India
|
680667
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area
code: 011-91-484-248-6928
Former
name or Former Address, if Changed Since Last Report: N/A
_______________________
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
230.425)
¨ 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))
Section
8 – Other Events
Item
8.01 Other Events
|
|
(a)
|
On
January 16, 2010, Imperial Resources, Inc. appointed Grant Twanow as
President and Director of its wholly-owned subsidiary, Imperial Oil and
Gas, Inc. a Delaware corporation (“Imperial Oil”). Mr. Twanow
is a Petroleum Reservoir Engineering Specialist based in North America
with extensive experience in oil and gas joint ventures and
operations. In connection with the appointment, Imperial Oil
entered into a Supply of Services Agreement with GNP Resources, Ltd., a
company wholly-owned by Mr. Twanow (“GNP”) and Mr. Twanow whereby Mr.
Twanow acting on behalf of GNP will provide services to Imperial Oil
related to the maintenance and development of Imperial Oil’s oil and gas
exploration and development interests. Additionally, Imperial Oil and GNP
entered into a Royalty Agreement whereby Imperial Oil agrees to pay GNP a
gross overriding royalty of 5% in any lands acquired by Imperial Oil in
Prospects procured by GNP or Mr. Twanow. The Supply and
Services Agreement and Royalty Agreement are filed hereto as Exhibits 99.1
and 99.2, respectively.
|
|
(b)
|
On
January 19, 2010, Imperial Oil appointed Neil McPherson to its board of
directors. Mr. McPherson has 40 years of experience in the oil
and gas industry including all phases and aspects of petroleum land
management, hydrocarbon exploration and independent businesses. In
connection with the appointment, Imperial Oil entered into a Supply of
Services Agreement with Little Eagle Resources Inc., a company
wholly-owned by Mr. McPherson (“Little Eagle”) and Mr. McPherson whereby
Mr. McPherson acting on behalf of Little Eagle will provide services to
Imperial Oil related to the maintenance and development of Imperial Oil’s
oil and gas exploration and development interests. Additionally, Imperial
Oil and Little Eagle entered into a Royalty Agreement whereby Imperial Oil
agrees to pay Little Eagle a gross overriding royalty of 1.5% in any lands
acquired by Imperial Oil in the North West Premont Prospect and the
Ricinus Area Prospect procured by Little Eagle or Mr.
McPherson. The Supply and Services Agreement and Royalty
Agreement are filed hereto as Exhibits 99.3 and 99.4,
respectively.
|
|
(c)
|
On
January 20, 2010, Coach Capital, LLC (“Coach”) assigned to Imperial Oil, a
14.9% working interest in the oil, gas and mineral leases in the Greater
Garwood hydrocarbon exploration project located in Colorado County, Texas
(“Project”). The assignment was made subject to the terms and conditions
of the leases and that certain unrecorded Participation Agreement dated
November 5, 2008 between El Paso E&P Company, L.P. and Baytor Energy
LLC, and the Carry Agreement dated October 27, 2009 between Baytor Energy
LLC and Coach. The Carry Agreement is filed hereto as Exhibit
99.5.
|
|
(d)
|
On
January 19, 2010, Imperial Oil borrowed $900,000 from Coach pursuant to a
promissory note issued to Coach. The outstanding balance under
the note will accrue interest at 5% per annum and is due in full on
January 19, 2013. If the note and accrued interest are not
repaid in full between 1 year and 3 years after January 19, 2010, Coach
will be paid 75% of the net production revenue received by Imperial Oil
from the Project, excluding the interest in the Cochran #1
well. If the note and accrued interest are not repaid in full
after 3 years from January 19, 2010, Coach will be paid 100% of the net
production revenue received by Imperial Oil from the Project, excluding
the interest in the Cochran #1
well.
|
Section
9 – Financial Statements and Exhibits
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
|
||
|
No.
|
Description
|
|
|
99.1
|
Supply
and Services Agreement with GNP Resources, Ltd.
|
|
|
99.2
|
Royalty
Agreement with GNP Resources, Ltd.
|
|
|
99.3
|
Supply
and Services Agreement with Little Eagle Resources,
Inc.
|
|
|
99.4
|
Royalty
Agreement with Little Eagle Resources, Inc.
|
|
|
99.5
|
Carry
Agreement
|
2
SIGNATURE
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.
|
IMPERIAL
RESOURCES, INC.
|
||
|
Date:
January 22, 2010
|
By:
|
/s/ James Payyappilly
|
|
|
James
Payyappilly
Chief
Executive Officer,
President
and Director
|
|
3