UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 27, 2014 (January 23, 2014)
Date of Report (Date of earliest event reported)
FREEDOM PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-184061 45-5440446
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
650 Poydras Street, Suite 1400 Office 15,
New Orleans LA 70130
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 799-2250
8580 E. Bellewood Place, Denver CO 80237
(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:
[ ] 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))
We are filing this amendment to include the number and caption of additional
Items which the disclosure contained in the initial 8-K filing, made on January
23, 2014 (the "Initial 8-K"), is applicable and make the disclosure more clear
related thereto; such additional Item caption and numbers were inadvertently
omitted from the Initial 8-K. Specifically, we are adding Item 5.01: Changes in
Control of Registrant and Item 5.02:Departure of Directors or Certain Officers;
Election of Directors; Appointment of Officers; Compensatory Arrangements of
Certain Officers.
No other changes have been made to the Initial 8-K. This Amendment speaks as of
the original filing date, does not reflect events that may have occurred
subsequent to the original filing date, and does not modify or update in any way
disclosures made in the Initial 8-K.
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
We are a party to that certain Securities Purchase Agreement (the "Agreement")
by and among ourselves, certain of our shareholders (the "Selling Shareholders")
owning an aggregate of 27,000,000 shares (approximately 51.7%) of our common
stock (the "Sold Stock") and Anton Lin ("Lin") dated January 23, 2014. Pursuant
to the Agreement, Lin purchased the Sold Stock for $27,000 (the "Purchase
Price") from the Selling Shareholders in a private sale transaction (the
"Private Sale"). Mr. Lin used his own personal funds to pay the Purchase Price.
The Selling Shareholders are Thomas Hynes ("Hynes"), our sole officer and
director, and Nina Bijedic ("Bijedic") - our corporate secretary. The parties
also entered into an Escrow Agreement providing for an escrow agent to receive
and distribute the Sold Stock and the Purchase Price pursuant to the terms of
the Agreement. Following the Private Sale, a change in control occurred since
Mr. Lin now owns almost 52% of our outstanding common stock. At the time of this
Report, we are not aware of any other arrangements that would later result in a
change in control.
Pursuant to the Agreement, and not as a result of any disagreements between us
and the individuals, Hynes and Bijedic, submitted their resignations from all
positions held with us; prior to the closing of the Private Sale, our Board of
Directors appointed Lin as our sole director and Chief Executive Officer, which
appointments shall be effective after the closing of the Private Sale.
The Agreement contains representations and warranties, and covenants by the
Company, the Selling Shareholders and Lin which are customary for transactions
of this type such as, with respect to the Company: organization, good standing
and qualification to do business; capitalization; subsidiaries, authorization
and enforceability of the transaction and transaction documents; valid issuance
of stock, consents being obtained or not required to consummate the transaction;
litigation; compliance with securities laws; and no brokers used, and with
respect to the Selling Shareholders: authorization and ownership; and with
respect to Lin: authorization, accredited investor status and investment intent.
Mr. Lin has strategic expertise in investment management and international
business development in the oil and gas sector, including activity in Asia,
Europe, the Middle East and Africa. He is sole UK partner for a multi-hundred
million dollar private equity company based in China, in which capacity he has
won mandates to work on two multi-billion dollar oil asset sales to Chinese
national oil companies. As Founder and CEO of Access to Ghana, Lin helps Asian
and European companies enter Ghana's fast-growing economy in a sustainable,
socially responsible manner. His work has included handling the preparations for
offshore exploration blocks as well as the financing and preparations for
onshore exploration blocks. He also performs private advisory and fundraising
work on project structuring and financing for mineral and oil companies across
2
the African continent. A Captain in the British Army, Lin was deployed to
Afghanistan in 2009. He earned a degree in Jurisprudence from the University of
Oxford and also attended the Royal Military Academy Sandhurst in Surrey,
England. Lin also holds an Investment Advice Diploma from the Chartered
Institute for Securities and Investment (CISI), London.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
To the extent required by Item 3.02, Item 5.01 and Item 5.02 of Form 8-K, the
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
The information contained in this Current Report on Form 8-K is not an offer to
sell or the solicitation of an offer to buy the Company's common stock or any
other securities of the company, but merely included to disclose the terms of
the transaction mentioned herein.
The foregoing description of the Agreement and Escrow Agreement (collectively,
the "Transaction Documents") does not purport to be complete and is qualified in
its entirety by reference to the Form of Agreement and Escrow Agreement, which
are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
incorporated by reference herein. The Transaction Documents have been attached
as exhibits to this Current Report on Form 8-K solely in order to provide
investors and security holders with information regarding their terms. It is not
intended to provide any other financial information about the Company or its
subsidiaries and affiliates. The representations, warranties and covenants
contained in the Transaction Documents were made only for purposes of that
agreement and as of specific dates, are solely for the benefit of the parties to
the Transaction Documents, may be subject to limitations agreed upon by the
parties thereto and may be subject to standards of materiality applicable to the
parties thereto that differ from those applicable to investors. Investors should
not rely on the representations, warranties or covenants or any description
thereof as characterizations of the actual state of facts or condition of the
Company or any of its subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants
may change after the date of the Transaction Documents, which subsequent
information may or may not be fully reflected in public disclosures by the
Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Form of Securities Purchase Agreement (Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed on January 23,
2014)
10.2 Form of Escrow Agreement (Incorporated by reference to Exhibit 10.2 to
the Current Report on Form 8-K filed on January 23, 2014)
3
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.
Dated: January 27, 2014 Freedom Petroleum, Inc.
By: /s/ Anton Lin
------------------------------
Anton Lin, CEO
