Attached files
file | filename |
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EX-3.1 - EX31 - DELTA OIL & GAS INC | ex31.htm |
EX-10.1 - EX101 - DELTA OIL & GAS INC | ex101.htm |
EX-10.3 - EX103 - DELTA OIL & GAS INC | ex103.htm |
EX-10.2 - EX102 - DELTA OIL & GAS INC | ex102.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): March 8,
2010
Delta Oil & Gas,
Inc.
(Exact
name of registrant as specified in its charter)
Colorado
|
000-52001
|
91-2102350
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
Suite 604 – 700 West Pender Street, Vancouver,
British Columbia, Canada V6C 1G8
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(Address
of principal executive offices including zip
code)
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Registrant’s
telephone number, including area code: 866-355-3644
____________________________________________________
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
SECTION
5 – Corporate Governance and Management
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) On March 8, 2010 (the “Effective
Date”), Delta Oil & Gas, Inc., a Colorado corporation (the “Corporation”)
entered into an Amended and Restated Consulting Agreement with Warwick
Management Services (“WMS”), an Amended and Restated Consulting Agreement with
Last Mountain Management Ltd. (“LMM”), and an Amended and Restated Consulting
Agreement with CPG Consulting Ltd. (“CPG”)(collectively, the “Consulting
Agreements”). Each of the Consulting Agreements are materially the
same. The Consulting Agreements supersede and replace all prior
compensatory agreements, understandings and commitments that previously existed
between the Corporation and members of its management. Kulwant Sandher, a director of the
Corporation and also its Chief Financial Officer, is the sole shareholder,
officer, and director of WMS. Douglas Bolen, the Corporation’s
President and Chairman of the Board, is the sole shareholder, officer, and
director of LMM. Christopher Paton-Gay, a director of the Corporation
and also its Chief Executive Officer, is the sole shareholder, officer, and
director of CPG.
Pursuant
to the terms of the Consulting Agreements, WMS was retained to serve as the
Corporation's Chief Financial Officer, LMM was retained to serve as the
Corporation's President, and CPG was retained to serve as the Corporation's
Chief Executive Officer. As compensation for such services, WMS, LMM,
and CPG will each receive an annual fee of $90,000 Canadian Dollars per year
plus applicable taxes, payable monthly in advance on the first of each calendar
month. In addition, WMS, LMM, and CPG will each be entitled to receive 100,000
common shares in the capital stock of the Corporation on an annual basis, the
standard Corporation benefits enjoyed by the Corporation's other top executives,
and reimbursement for reasonable travel, lodging, entertainment, promotion and
other ordinary and necessary business expenses. The Consulting
Agreements are for an initial term of two years and will automatically be
extended for an additional one-year period on each anniversary of the Effective
Date (restoring the initial two-year term), unless terminated pursuant to the
terms of the Consulting
Agreements.
The Consulting Agreements were amended
and restated for the purpose of clarifying the number of common shares that are
issuable thereunder would be proportionately adjusted in the event of any
increase or decrease in the capital of the Corporation resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the shares or like change to the capital of the Corporation.
The
foregoing summary of the Consulting Agreements is qualified in its entirety by
the full terms and conditions of the Consulting Agreements, copies of which have
been filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this
Current Report on Form 8-K and which are incorporated herein by
reference.
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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(a) On
March 8, 2010, the Board of Directors (the “Board”) of Delta Oil & Gas,
Inc., a Colorado corporation (the “Corporation”), approved the following
amendments to the Corporation’s Bylaws (the “Bylaws”):
·
|
amended
Paragraph 2 to Article II of the Bylaws to clarify the process by which
stockholders may call special meetings of the
stockholders;
|
·
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added
Paragraph 12 to Article II of the Bylaws to provide for advance notice by
stockholders seeking to nominate directors or bring other business before
an annual or special meeting;
|
·
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amended
Article IV of the Bylaws to clarify the process by which stockholders may
take action without a stockholder
meeting;
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·
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amended
Article VIII of the Bylaws to provide for the issuance of uncertificated
shares; and
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·
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amended
Paragraph 3 to Article XI to clarify the determination of the record
date.
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The
advance notice process set forth in the Bylaws is the exclusive means for a
stockholder of the Corporation to propose nominees for election to the Board or
to submit other business before an annual or special meeting of stockholders,
other than a matter properly brought under Rule 14a-8 of the Securities Exchange
Act of 1934, as amended. In addition, the amendments set forth the
scope of information stockholders must provide when (1) demanding a special
meeting of stockholders, (2) nominating a person for election as a director
or bringing other business before a meeting of stockholders pursuant to the
advance notice provisions or (3) seeking to have stockholders consent to
corporate action in writing without a meeting. Stockholders must disclose all
ownership interests in the Corporation, any arrangements or relationships with a
stockholder-proposed nominee and any interest in a proposal other than board
nominations. The amendments to the Bylaws were effective immediately upon
approval by the Board of Directors.
The
foregoing description of the amendments to the Bylaws is qualified in its
entirety by reference to the full text of the Corporation’s amendments, which is
attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated
herein by reference.
Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
3.1
|
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Amendments
to the Bylaws of Delta Oil & Gas, Inc.
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10.1
|
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Amended
and Restated Consulting Agreement, dated as of March
8, 2010, by and between the Corporation and Warwick Management
Services
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10.2
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Amended
and Restated Consulting Agreement, dated as of March 8, 2010, by and between the Corporation
and Last Mountain Management Ltd.
|
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10.3
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Amended
and Restated Consulting Agreement, dated as of March
8, 2010, by and between the Corporation and CPG Consulting
Ltd.
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SIGNATURES
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
Delta
Oil & Gas, Inc.
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By:
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/s/
Christopher
Paton-Gay
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Name:
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Christopher
Paton-Gay
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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3.1
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10.1
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10.2
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10.3
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