Attached files
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| EX-99.1 - EXHIBIT 99.1 - AMERICAN EAGLE ENERGY Corp | v243206_ex99-1.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) December 14, 2011
ETERNAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-50906
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20-0237026
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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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2549 W. Main Street, Suite 202, Littleton, Colorado 80120
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) (303) 798-5235
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Material Definitive Agreement.
On November 18, 2011, Eternal Energy Corp. (the “Company”), American Eagle Energy Inc. (“American Eagle” and, together with the Company, the “Sellers”), and a third-party purchaser (the “Buyer”) exchanged signature pages to a Purchase and Sale Agreement (the “PSA”), pursuant to which the Sellers agreed to sell to the Buyer an aggregate of 75% of their respective, collective right, title, and interest in and to the Assets (as defined below) relating to up to approximately 10,521 aggregate net acres owned by the Sellers, located in Western Divide County, North Dakota, and eastern Sheridan County, Montana (the “West Spyglass Prospect”), a region known for its Bakken and Three Forks zone oil production. The “Assets” to be sold by the Sellers to the Buyer consist of 75% of each Seller’s right, title, and interest in and to the oil and gas leases, oil and gas wells, and other related wells, hydrocarbon production, contracts, equipment, records, and other related properties relating to the West Spyglass Prospect.
Based on the initial number of estimated acres to be included in the PSA, the parties initially estimated the purchase price for the Assets would be approximately $13.8 million. The initial closing of the sale of the Assets under the PSA, which was subject to the satisfaction of certain conditions (including certain title matters that could cause the aggregate purchase price to vary), occurred on December 14, 2011, with the payment to the Sellers of a combined $10.9 million, to be split equally between them. A subsequent closing for certain of the net acreage/Assets is expected in early Spring with a purchase price of one million dollars to be split equally between the Sellers. Post-closing, the Sellers will collectively retain a 25% working interest in the West Spyglass Prospect acreage and will remain the operator on that acreage.
In addition, subject to the expiration of a previously granted ten-day preferential sale right, the Company agreed to sell to the Buyer an aggregate of 75% of its right, title, and interest in and to 1,440 net acres in the Company’s “Pebble Beach Prospect,” located near the West Spyglass Prospect, for $1.9 million, which funds the Company expects to receive on or about December 23, 2011. Post-closing, the Company will remain the operator on the West Spyglass Prospect acreage.
On December 15, 2011, American Eagle and Eternal Energy jointly issued a press release announcing the initial closing of the partial sale of West Spyglass Prospect. A copy of the press release is included with this filing as Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description of Exhibit
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99.1
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Press Release dated December 15, 2011
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___________
* Filed herewith.
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: December 15, 2011 | 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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