Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - NEW FRONTIER ENERGY INC | ex10x1.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
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June 4, 2010
|
|
Date
of Report (Date of earliest event
reported):
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NEW FRONTIER ENERGY, INC
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(Exact
name of registrant as specified in
charter)
|
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Colorado
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0-50472
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84-1530098
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1801
Broadway, Suite 920
Denver, CO 80202
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(Address
of principal executive offices)
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(303)
730-9994
Registrant's
telephone number, including area code
Not
Applicable.
(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 Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
The information discussed under Item
2.01 of this Current Report on Form 8-K is incorporated by reference into this
Item 1.01.
Item
2.01 Completion of Acquisition or Disposition of Assets
On June 4, 2010, New Frontier Energy,
Inc. (the “Company”) entered into a Purchase and Sale Agreement with Carrizo Oil
& Gas, Inc. (“Carrizo”) to sell its interest in certain oil and gas leases
(the “Leases”) in the Flattop Prospect in the Denver Julesburg Basin in
Weld and Morgan Counties, Colorado.
The Company received an initial advance
from the sale of the interest in the Leases of
$5,519,989.
Pursuant to the Purchase and Sale
Agreement, Carrizo must drill not less than three Carry Wells (as defined in the
Purchase and Sale Agreement) in the 18 months following the closing (the
“Drilling Period”) on the sale of the interest in the Leases and carry the
Company for a 33 1/3 percent working interest in each of these wells (subject to
adjustment as provided in the Purchase and Sale Agreement). In the
event that Carrizo fails to commence the drilling of the three Carry Wells
during the Drilling Period, the Leases (except for 640 acre tracts) shall be
reassigned back to the Company.
Pursuant to the Purchase and Sale
Agreement, if Carrizo commences drilling three Carry Wells before the end of the
Drilling Period, the Company has the option to re-acquire an undivided 1/3
working interest in the Leases. To reacquire the 1/3
working interest in the Leases, the Company shall pay 1/3 of to the
total amount Carrizo paid to the Company to acquire the interest in the Leases
plus 1/3 of any amount Carrizo has paid to renew, extend or replace the Leases
during the Drilling Period.
In connection with the Purchase and
Sale Agreement, the Company and Carrizo also entered into an AMI Agreement
whereby the Company and Carrizo agreed to create an area of mutual interest in
all governmental sections within which the Company owns Leases as of June 4,
2010 (subject to certain exclusions)(the “AMI Territory”). Pursuant to the AMI
Agreement, the Company and Carrizo granted the other party the option acquire
its proportionate interest, (33 1/3 in the case of the Company and 66 2/3 in the
case of Carrizo) in any oil and gas leases and other interests in the AMI
Territory.
The foregoing description of the terms
and conditions of the Purchase and Sale Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, which
is attached as Exhibit 10.1 to this Current Report and incorporated by reference
as if fully set forth herein.
Item
9.01. Financial Statements and Exhibits.
Exhibit
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.
| NEW FRONTIER ENERGY, INC. | |||
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Date:
June 8, 2010
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By:
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/s/ Samyak Veera | |
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Samyak
Veera, President and CEO
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