Gulf Western Petroleum Corp - Current report filing (8-K)
10 September 2008 - 6:32AM
Edgar (US Regulatory)
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): September 9, 2008 (September 8,
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)
|
(Commission
File Number)
|
(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
1.02
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Termination
of 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., 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”). On July 31, 2008 the Company and Amerpro
entered into an amending agreement (the “Amending Agreement”) to the
Participation Agreement whereby the closing date was extended to August 28,
2008. In connection with the transaction, Amerpro was to remit a
total of $1,260,000 to the Company for prospect generation
fees. Additionally, Amerpro was provided an option to buy the right
to participate in additional wells beyond the four Prospect Wells upon payment
of an option fee of $3,700,000 which was also due on or prior to closing on
August 28, 2008.
On August
28, 2008, Amerpro failed to close and remit payments to the Company as provided
for in the Participation Agreement and the Amending Agreement. The Lease was
scheduled to expire on August 31, 2008, but the Company has been able to extend
the Lease term to September 30, 2008. The Company is working with the
landowner to extend the Lease expiration for an additional 60 to 90 days while
it seeks funding to renewal the Lease for an additional year.
The
Company terminated the Participation Agreement and the Amending Agreement
pursuant to a Termination Letter dated September 8, 2008. The Company
has retained the $100,000 initial deposit forfeited by Amerpro. The
Participation Agreement and the Amending Agreement provide that neither Amerpro
nor their affiliates, representatives or agents may acquire directly or
indirectly any interest in the Lease for a period of one year from the date of
termination.
Proceeds
of the option fee from Amerpro were to be paid directly to Metage Funds Limited
and NCIM Limited (the “Lenders”) to satisfy the Company’s indebtedness to the
Lenders under one-year convertible secured notes in the aggregate principal
amount of $3,700,000 that mature on September 10, 2008. The Company is seeking
alternative sources of financing to meet its debt obligations, however, there is
no certainty that the Company will be able to raise the financing in the time
frame necessary to meet its repayment obligations. The Company is
also negotiating with the Lenders to extend the maturity, but no agreement has
been reached at this time. The note obligations to the Lenders are
secured with substantially all of the Company’s assets.
The
foregoing description of the Participation Agreement, the Amending Agreement and
the Termination Letter are qualified in their entirety by reference to the
Participation Agreement, the Amending Agreement and the Termination Letter as
attached hereto as Exhibits 10.1, 10.2 and 10.3 respectively 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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Participation
and Exclusivity Agreement dated June 10, 2008 between Gulf Western
Petroleum Corporation, Amerpro Industries US Ltd. and Caskids Operating
Company (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on June 16,
2008).
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10.2
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Amending
Agreement effective July 31, 2008 between Gulf Western Petroleum
Corporation, Amerpro Industries US Ltd. and Caskids Operating Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on August 11,
2008).
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10.3
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Termination
Letter of the Participation and Exclusivity Agreement dated June 10, 2008
between Gulf Western Petroleum Corporation, and Amerpro Industries US
Ltd.*
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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:
September 9, 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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10.1
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Participation
and Exclusivity Agreement dated June 10, 2008 between Gulf Western
Petroleum Corporation, Amerpro Industries US Ltd. and Caskids Operating
Company (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on June 16,
2008).
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10.2
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Amending
Agreement effective July 31, 2008 between Gulf Western Petroleum
Corporation, Amerpro Industries US Ltd. and Caskids Operating Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on August 11,
2008).
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Termination
Letter of the Participation and Exclusivity Agreement dated June 10, 2008
between Gulf Western Petroleum Corporation, and Amerpro Industries US
Ltd.*
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* Filed
herewith.
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