Attached files
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| EX-99.1 - PRESS RELEASE - Spotlight Innovation Inc. | ex99-1.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
May
5, 2010
Date of
Report (Date of earliest event reported)
AMERICAN
EXPLORATION CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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333-141060
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98-0518266
|
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
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407
2nd St. SW, Suite 700
Calgary,
Alberta, Canada
|
T2P
2Y3
|
|
|
(Address
of principal executive offices)
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(Zip
Code)
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(403)
233-8484
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
|
[ X ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[ X
]
|
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.
Update
on Status of Proposed Merger Transaction with American Exploration
Corporation
On May 5,
2010, American Exploration Corporation, a corporation organized under the laws
of the State of Nevada (the "Company") issued a press release announcing that
the Company and Mainland Resources Inc. ("Mainland Resources") have each
completed, to their satisfaction, respective due diligence investigation of the
other party's business and affairs within the thirty day due diligence period
contemplated by the Merger Agreement and Plan of Merger dated March 22, 2010
(the "Merger Agreement").
In
addition, each party has received a fairness opinion (each, a "Fairness
Opinion") of its own independent financial advisor to the effect that, as of the
date of the Merger Agreement, the merger is fair from a financial point of view
to holders of such party's stockholders (subject to the assumptions,
qualifications and limitations relating to such opinion). Each Fairness Opinion
sets forth the procedures followed, the assumptions made, qualifications and
limitations on the review undertaken, and various other matters, and will be
annexed to the joint proxy statement/ prospectus that will be included in a
Registration Statement on Form S-4 that Mainland Resources intends to file with
the Securities and Exchange Commission to register the securities of Mainland
Resources to be issued in exchange for securities of American
Exploration.
If the
merger is completed, Mainland Resources will be the surviving corporation, and
will become vested with all of the Company’s assets and property.
Each
Fairness Opinion will not constitute a recommendation as to how any stockholder
should vote on the merger or any matter relevant to the Merger
Agreement.
The
Company's Board of Directors has adopted a resolution approving the merger on
the terms and subject to the conditions of the Merger Agreement, and
recommending the merger to the stockholders of the Company. Furthermore, the
Special Committee of the Board of Directors of the Company has also adopted a
resolution approving the merger on the terms and subject to the conditions of
the Merger Agreement, and recommending the merger to the Company’s
stockholders.
Under the
terms of the Merger Agreement, the Company’s stockholders will receive one share
of Mainland Resources common stock for every four shares of the Company’s common
stock they own. The ratio (the "Exchange Ratio") which determines the number of
shares of Mainland Resources common stock that are to be issued on completion of
the merger for all of the shares of the Company’s common stock previously had
been subject to adjustment by good faith negotiation between the parties if
required, having regard to (a) the results of the due diligence investigations,
and (b) the Fairness Opinions. The Exchange Ratio remains subject to reduction
by the shares of the Company’ s common stock held by those stockholders, if any,
who elect to exercise dissent rights under Nevada law.
The
merger remains subject to various conditions, including: (i) the approval of the
respective stockholders of each of the Company and Mainland Resources; (ii) the
number of holders of the Company’s common stock exercising dissent rights
available to them under Nevada law shall not exceed 5% of the total issued and
outstanding shares of the Company’s common stock; (iii) the number of holders of
Mainland Resources common stock exercising dissent rights available to them
under Nevada law shall not exceed 5% of the total issued and outstanding shares
of Mainland Resources common stock; and (iv) other customary conditions. In
addition, each party's obligation to consummate the merger remains subject to
the accuracy of the representations and warranties of the other party and
material compliance of the other party with its covenants.
2
Important
Additional Information Will Be Filed With The SEC
In
connection with the proposed merger transaction with Mainland
Resources announced on March 23, 2010, Mainland intends to file
relevant materials with the United States Securities and Exchange Commission
(the “SEC”), including a Registration Statement on Form S-4 (the “Registration
Statement”), which will include a preliminary prospectus and related materials
to register the securities of Mainland Resources to be issued in exchange for
securities of the Company. The Registration Statement will incorporate a joint
proxy statement/ prospectus (the “Proxy Statement/Prospectus”) that the Company
and Mainland Resources plan to file with the SEC and mail to their respective
stockholders in connection with obtaining stockholder approval of the proposed
merger. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about the Company, Mainland Resources, the
merger and related matters. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. Investors and security holders will be able to obtain free copies
of the Registration Statement and the Proxy Statement/Prospectus when they
become available, and other documents filed with the SEC by the Company and
Mainland Resources, through the web site maintained by the SEC at
www.sec.gov. The Company’s security holders will also receive
information at an appropriate time on how to obtain these documents free of
charge from the Company.
Each of
the Company and Mainland Resources, and their respective directors and executive
officers, also may be deemed to be participants in the solicitation of proxies
from their respective stockholders in connection with the transaction described
herein. Information regarding the special interests of these directors and
executive officers in the transaction described herein will be included in the
Proxy Statement/Prospectus described above.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and
Exhibits.
(a)
Financial Statements of Business Acquired.
Not
applicable.
(b)
Pro forma Financial Information.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
99.1
Press Release dated May 5, 2010 of American Exploration
Corporation.
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.
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AAMERICAN
EXPLORATION
CORPORATION
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Date: May
11, 2010
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/s/
STEVEN HARDING
___________________________________
Name:
Steven Harding
Title:
President/Chief Executive
Officer
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