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EX-10.2 - COMMON STOCK PURCHASE WARRANT - Alamo Energy Corp.alamoex102.htm
EX-10.1 - SENIOR SECURED CONVERTIBLE PROMISSORY NOTE - Alamo Energy Corp.alamoex101.htm



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): August 18, 2010

 
Alamo Energy Corp.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation)
000-52687
(Commission File Number)
98-0489669
 (IRS Employer
Identification No.)
 

10497 Town and Country Way, Suite 310, Houston, Texas
77024
(Address of principal executive offices)
(Zip Code)

(832) 436-1832
(Issuer Telephone number)

 
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))
 
 
 
 
 
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Item 1.01.  Entry into a Material Definitive Agreement.

Note and Warrants.

On August 18, 2010, Alamo Energy Corp. (the “Registrant”) entered into a senior secured convertible promissory note with Eurasian Capital Partners Limited (“Eurasian”) in exchange for $150,000 (“Note”).  The Note is due on November 18, 2012, or upon default, whichever is earlier, and bears interest at the annual rate of 8%.  The Note has an optional conversion feature by which Eurasian can convert the principal and accrued interest into shares of the Registrant’s common stock at a conversion price of $0.50 per share. This brief description of the Note is not intended to be complete and is qualified in its entirety by reference to the full text of the Note as attached in Exhibit 10.1 to this report. In connection with the Note, Eurasian also received warrants to purchase one hundred fifty thousand (150,000) shares of the Registrant’s common stock at a purchase price of $1.00 per share (“Warrants”). The Warrants expire five years from the date of the investment.  This brief description of the Warrants is not intended to be complete and is qualified in its entirety by reference to the full text of the Warrants as attached in Exhibit 10.2 to this report.

The Note and Warrants were issued in a transaction which the Registrant believes satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the Securities and Exchange Commission.


Item 2.03 Creation of a Direct Financial Obligation.

See Item 1.01 for a description of the Note.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 for a description of the Note and the Warrants.

Item 9.01 Exhibits.

The following exhibits are filed with this report on Form 8-K.
     
Exhibit Number
 
Description of Exhibit
 
10.1
 
 
Form of Senior Secured Convertible Promissory Note.
10.2
 
Form of Warrants.



 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Alamo Energy Corp.
 
       
Date: August 19, 2010
By:
/s/ Philip Mann
 
   
Philip Mann
Chief Financial Officer
 

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