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): July 31, 2008 (August 11,
2008)
Gulf
Western Petroleum Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52309
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98-0489324
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4801
Woodway Drive, Suite 306W
Houston,
Texas 77056
(Address
of Registrant’s principal executive offices)
(713)
355-7001
(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 (see General Instruction A.2 below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14-d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.14d-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On June
10, 2008, Gulf Western Petroleum Corporation (the “Company”), entered into a
Participation and Exclusivity Agreement (the “Participation Agreement”) with
Amerpro Industries US Ltd. (“Amerpro”), a wholly owned subsidiary of Amerpro
Industries, Inc. (TSX-V: APB.A)), and Caskids Operating Company, pursuant to
which, among other things, the Company granted to Amerpro the exclusive right to
participate in four wells (the “Prospect Wells”) on the Company’s leased acreage
in Wharton County, Texas (the “Lease”). Amerpro is responsible
for 100% of the costs to drill, complete and connect each commercial well, and
will earn an 86.175% working interest in and to wells and surrounding acreage
with a 62.046% net revenue interest in each commercial well.
The
Company retains at 9.575% carried working interest, and upon 110% payout of each
commercial well (recoupment of 110% of the drilling, completion and pipeline
interconnection costs paid by Amerpro), the Company shall be entitled to an
additional 15.0% and 10.8% working interest and net revenue interest,
respectively in such commercial wells and surrounding acreage. The Participation
Agreement provided for closing on or before August 1, 2008 (“Closing”) or such
other date as maybe agreed by the Company and Amerpro. The
Participation Agreement provided for Amerpro to pay the Company a $1,200,000
prospect generation fee, less amounts previously remitted to Company by Amerpro
totaling $100,000.
On July
31, 2008 the Company and Amerpro entered into an amending agreement (the
“Amending Agreement”) to the Participation Agreement whereby the Closing date is
extended to August 28, 2008 (the "Extended Closing Date"), and provides that
Amerpro will remit to Company $260,000 for the prospect generation fee on the
Extended Closing Date, less $100,000 previously remitted to the Company. The
remaining portion of the prospect generation fee provided for in the
Participation Agreement totaling $1,000,000 has been deferred by the Company and
is to be paid by Amerpro to the Company out of initial production from Amerpro’s
production revenues attributable to their net revenue interests in any
commercial well drilled pursuant to the Participation Agreement.
The
remainder of the terms of the Participation Agreement dated June 10, 2008 remain
effectively unchanged. Should Amerpro not close and remit payment to Company on
or before the Extended Closing date of August 28, 2008, the Company retains the
$100,000 previously remitted to Company by Amerpro as liquidating
damages. The Company’s leased acreage in Wharton County, Texas (the
“Lease”) expires on August 31, 2008, and the Lease provides that a well be
spud by lease expiration. The Company is working with the landowner to extend
the Lease expiration.
The
foregoing description of the Amended Agreement is qualified in its entirety by
reference to the Agreement as attached hereto as Exhibit 10.1 and incorporated
herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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(a)
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Financial statements of
businesses acquired
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Not
applicable.
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(b)
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Pro forma financial
information
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Not
applicable.
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10.1
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Amending
Agreement made effective
31
st
July, 2008
between Gulf Western Petroleum Corporation, Amerpro
Industries US Ltd. (“Amerpro”) and Caskids Operating
Company
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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:
August 11, 2008
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GULF
WESTERN PETROLEUM CORPORATION
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/ s
/ Wm. Milton Cox
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Wm.
Milton Cox
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Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Participation
and Exclusivity Agreement dated June 10, 2008 between Gulf Western
Petroleum Corporation, Amerpro Industries US Ltd. (“Amerpro”) and Caskids
Operating Company
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