Attached files
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EX-99.1 - AMERICAN EAGLE ENERGY Corp | v176591_ex99-1.htm |
EX-10.26 - AMERICAN EAGLE ENERGY Corp | v176591_ex10-26.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 25, 2009
ETERNAL ENERGY CORP.
|
(Exact
name of registrant as specified in its
charter)
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Nevada
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0-50906
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20-0237026
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
2549
West Main Street, Suite 202, Littleton,
CO 80120
|
(Address
of principal executive
offices) (Zip
Code)
|
Registrant’s
telephone number, including area code: (303) 798-5235
(Former
name or former address, if changed since last
report)
|
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:
¨
|
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.
On
November 25, 2009, we executed a letter agreement (the “Letter Agreement”) with
Ryland Oil Corporation, an Ontario, Canada domiciled corporation, whose common
shares are listed on the TSX Venture Exchange (“Ryland”), pursuant to which
Ryland would acquire all of our issued and outstanding shares of common stock at
the closing in exchange for an aggregate of approximately 17.8 million shares of
Ryland’s common stock at an exchange ratio of one of our common shares for 0.352
of one of Ryland’s common shares. At that ratio, assuming that, at
the closing of the proposed transaction, Ryland’s common stock is valued at not
less than CDN$0.39 per share, which was the closing price of Ryland’s common
stock on the date that the Letter Agreement was executed, and assuming that the
currency exchange ratio between the United States and Canada is not materially
different at closing than at November 25, 2009, the value of the proposed
transaction would be in excess of US$6.5 million.
The
closing of the proposed transaction is subject to various conditions including
the following:
|
·
|
Ryland
and we having negotiated and executed a mutually acceptable definitive
agreement on or before June 30,
2010;
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|
·
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Approval
by the holders of a majority of our issued and outstanding capital stock
at a special meeting of our stockholders to consider the proposed
transaction. As of the date of this Current Report, the special
meeting date has not yet been
established;
|
|
·
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Successful
conclusion of the review process by the US Securities and Exchange
Commission and approval from various US state and Canadian regulatory
agencies; and
|
Subsequent
to the date of execution of the Letter Agreement and the press release, both
Ryland and we obtained fairness opinions from separate independent business
valuation firms stating the economic conditions under which the proposed
transaction would be fair, from a financial perspective, to our respective
stockholders.
Subsequent
to the date of execution of the Letter Agreement and the press release, the
parties have continued their negotiations regarding, among other items,
representations, warranties, covenants, and conditions to be included in the
definitive agreement, as well as the form of structure of the proposed
transaction. As of the date of this Current Report, we have not
finalized the negotiation of, nor executed or delivered, the form of definitive
agreement. Consequently, as of the date of this Current Report,
(i) no registration statement has been filed with the Securities and
Exchange Commission, (ii) no date of a special meeting of our stockholders to
consider the proposed transaction has been set, and (iii) the required form of
preliminary proxy statement has not been filed with the Securities and Exchange
Commission.
In
addition, until the closing of the proposed transaction, or until the Letter
Agreement is terminated in accordance with its provisions and subject to
standard fiduciary outs, we agreed that we would not: (i) enter into
any contract in respect of our business or assets, other than in the ordinary
course of business or as otherwise contemplated by the Letter Agreement without
the prior written consent of Ryland, which it agreed it would not unreasonably
withhold, delay, or deny; (ii) engage or commit to engage in any extraordinary
material transactions, (iii) make or commit to make distributions, dividends or
special bonuses; (iv) repay or commit to repay any stockholders’ loans, or enter
into or renegotiate or commit to enter into or renegotiate any employment,
management or consulting agreements with any of our senior officers; or (v)
issue any securities (debt, equity, convertible securities, options, warrants or
rights to acquire securities or otherwise) other than pursuant to the exercise
of stock options granted prior to November 25, 2009.
The
Letter Agreement may be terminated by mutual written agreement of Ryland and
us. Until terminated in accordance with its terms, which termination
shall automatically occur upon the negotiation and execution of the definitive
agreement, the Letter Agreement is binding upon and inures to the benefit of
Ryland and us and our respective heirs and executors and successors and assigns
as the case may be. Additionally, the Letter Agreement shall
terminate without further notice or agreement of Ryland and us in the event
that:
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1.
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the
proposed transaction is not accepted by either the TSX Venture Exchange or
the US Securities and Exchange Commission or any relevant state
agency;
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2
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2.
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the
proposed transaction is not approved by the holders of a majority of our
issued and outstanding capital stock as of the record date therefor (which
record date has not been set by our board of directors) at a special
meeting of our stockholders to consider the proposed transaction (which
special meeting date has not yet been
set);
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3.
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any
conditions precedent set out in the Letter Agreement that are not
satisfied, released or waived on or before the Closing Date or such
earlier date indicted thereby; or
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4.
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the
closing of the proposed transaction has not occurred on or before June 30,
2010, or such later date as may be agreed to in writing by the
parties.
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As of
November 25, 2009 (the date of the press release filed herewith as Exhibit 99.1)
and as of the date of this Current Report, we cannot provide any assurance that
all of the conditions to closing the proposed transaction described in the
Letter Agreement will be met or waived or that the proposed transaction itself
will ultimately be completed.
Neither
this Current Report, nor the November 25, 2009 press release, constitutes an
offer to sell shares of Ryland’s common stock to any person (or the solicitation
of any offer to purchase such shares), whether in connection with the proposed
transaction or otherwise. Any such offer would be made, if at all,
following the negotiation, execution, and delivery of a definitive agreement and
the completion of all relevant filings with various U.S. (federal and state) and
Canadian governmental agencies and would utilize the relevant court- or
agency-approved findings (if the exemptive fairness hearing process is utilized)
or an effective registration statement and prospectus (if the registration
process is utilized).
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
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Description of Exhibit
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10.26
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Form
Of Letter Agreement dated November 25, 2009, between the Registrant and
Ryland Oil Corporation in respect of a potential acquisition of the
registrant.
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99.1
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Press
Release dated November 25, 2009, announcing potential acquisition of the
registrant by Ryland Oil
Corporation.
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3
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.
Date: March
8, 2010
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ETERNAL
ENERGY CORP.
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By:
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/s/ Bradley M.
Colby
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Bradley
M. Colby
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|||
President
and Chief Executive Officer
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4
Exhibit
Index
Exhibit
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Description of Exhibit
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10.26
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Letter
Agreement dated November 25, 2009, between the Registrant and Ryland Oil
Corporation in respect of the proposed acquisition of the
registrant.
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99.1
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Press
Release dated November 25, 2009, announcing proposed acquisition of the
registrant by Ryland Oil
Corporation.
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5