UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 28, 2015
MONDIAL VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
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000-51033
(Commission File Number)
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27-4481914
(IRS Employer Identification No.)
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6564 Smoke Tree Lane Scottsdale, Arizona
(principal executive offices)
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85253
(Zip Code)
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(480) 948-6581
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 1.01. Entry into a Material Definitive Agreement
I. Modification and Extension to the “Amended Participation Agreement” Dated Effective January 21, 2014.
Effective on February 28, 2015 the Registrant entered into and amended a Modification and Extension to “Amended Participation Agreement” dated January 21, 2014. The Modification and Extension again updates and extends Exhibit “B” of an Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as the Company, along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, aLLC, investing participants, to amend, modify and extend Section II. Paragraph one thereto, giving extra time to the Participation Agreement originally allowing for six (6) months (through June 30, 2014 unless mutually extended by all parties thereto) now extended to March 31, 2015 (unless mutually extended by all parties thereto) for participants to deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well. For further information please see with additional information in contained in our Form 8-K and Exhibits filed on February 7, 2014.
*A copy of the February 28, 2015 Modification and Extension to the “Amended Participation Agreement” Amended February 28, 2015 is attached hereto on Exhibit 10.1.
II. Eleventh Amendment To Modification, Amendment and Further Extension of the “Agreement To Extend Option” Dated Effective on December 31, 2013.
On February 28, 2015 the Company entered into a Eleventh Amendment to Modification, Amendment, and Further Extension of the Agreement to Extend Option dated effective on December 31, 2013 between EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and the Company, which is amended to be by and through 2301840 Ontario Inc., a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), now a Majority owned subsidiary of the Company. The parties thereto, as amended, having earlier entered into an Agreement to Extend Option with Success Oil Co., Inc., (“Success”) along with all the parties to wit, agreed summarily to i) further extend the Option Agreement through February 28, 2015 unless further modified or extended by the parties in writing , and ii) in summary, to allow certain past due capital expenditure costs in the total aggregate amount of $200,000 historically held by Success to begin to be paid out of available cash flow on a monthly basis from the Joint Interest Billings, and from only the current producing economic wells and interests, pro rata, not to include future wells, and to begin after April 6, 2014 for the January 2014 forward billings, until paid, unless otherwise negotiated to the satisfaction of Success. For further information please see Exhibit 10.1 to a Current Report on Form 8-K, filed on April 2, 2014, along with additional information in contained in our Form 8-K and Exhibits 10.1, 10.2 and 10.3 filed on February 7, 2014.
*A copy of the January 31, 2015 Tenth Amendment To Modification, Amendment and Further Extension of the “Agreement To Extend Option” Dated Effective on December 31, 2013 is attached hereto on Exhibit 10.2.
ITEM 9.01 Financial Statements and Exhibits.
(d) EXHIBITS.
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Exhibit
Number
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Description
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10.01
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Amended Modification and Extension to the “Amended Participation Agreement” Dated February 28, 2015
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10.02
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Eleventh Amendment To Modification, Amendment and Further Extension of the “Agreement to Extend Option”
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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.
Date: March 4, 2015
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MONDIAL VENTURES, INC.
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By:
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/s/ Dennis R. Alexander
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Dennis R. Alexander, Chief Executive Officer
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Exhibit 10.01
MODIFICATION AND EXTENSION TO AMENDED PARTICIPATION AGREEMENT
AMENDED FEBRUARY 28, 2015
(Turnkey Drilling, Re Entry, and Multiple Wells)
This Modification and Extension to Amended Participation Agreement dated February 28, 2015 amending the March 26, 2014 Modification and Extension to Amended Participation Agreement is in accordance with Exhibit “B” of an *Asset Purchase Agreement made and entered into as of January 21, 2014, the Effective Date (“Effective Date”), by and among Shale Corp., a corporation organized under the laws of the Province of Ontario in Canada with its principal place of business located at 365 Bay St, Suite 400, Toronto On, M5H 2V1(the “Company”), and the Investor acting as Mondial Ventures, Inc., along with approvals from Success Oil Co., Inc., its Operator and Partner, EGPI Firecreek, Inc. via its wholly owned subsidiary Energy Producers, Inc., Partner, and TWL Investments, aLLC, investing participants, herewith amend, modify and extend the following provision to the January 21, 2014 Amended Participation Agreement (please see *Asset Purchase Agreement included as Exhibit A in the Exhibit 10.1 to a Current Report on Form 8-K filed by Mondial Ventures, Inc. with the Securities and Exchange Commission on April 3, 2014):
Section II. paragraph one shall be modified and extended to read:
II.
Consideration
Participants shall deliver to Operator Participant’s share of the Turnkey Cost to Casing Point for drilling of the first Prospect Well, and the first Program initiated from successful financing will be for the Ellenburger Prospect Well formation at approximately 8,300 foot depth, as provided for in this Agreement and listed as follows in this section II. 1) below within a reasonable time after the execution and effective date of this Agreement not to exceed the period ending March 31, 2015, unless mutually extended by all parties to this Agreement in writing to be attached hereto. In addition, if the Turnkey Costs are delivered for the first Prospect Well listed in II. 1) below, the parties agree to extend timing for agreed participation up to two years but no less than one year. A draft for formal terms will be then delivered by participant 1 in coordination with Success for acceptance by the parties.
Agreed this 28th day of February, 2015 by the undersigned:
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Mondial Ventures, Inc.
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Success Oil Co., Inc.
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TWL Investments, a LLC
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/s/Dennis R Alexander
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/s/Jeru M. Morgan
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/s/Larry W. Trapp
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President and CEO
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President and CEO
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Managing Director
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Energy Producers, Inc., a wholly owned Subsidiary of EGPI Firecreek, Inc.
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/s/Dennis R Alexander
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Dennis R. Alexander
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President and CEO
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Exhibit 10.2
ELEVENTH AMENDMENT TO
MODIFICATION, AMENDMENT, AND FURTHER EXTENSION
OF THE “AGREEMENT TO EXTEND OPTION” DATED EFFECTIVE ON DECEMBER 31, 2013
WHEREAS THIS AGREEMENT MODIFIES, AMENDS, AND EXTENDS THE PREVIOUS DECEMBER 31, 2013 AGREEMENT TO EXTEND OPTION BETWEEN THE FOLLOWING PARTIES:
EGPI Firecreek, Inc. on behalf of itself and all of its wholly owned subsidiaries including, but not limited to, Energy Producers, Inc. (“EPI”), and conjunction with Mondial Ventures, Inc., and now amended to be by and through the Amalgamation processes between Shale Corp. and Newco resulting in the surviving entity now known as 2301840 Ontario Inc. Incorporated under the Laws of the Province of Ontario, and which is now a wholly owned subsidiary of Boomerang Oil, Inc. (formerly 0922337 BC LTD) (“Boomerang”), a Majority owned subsidiary of Mondial Ventures, Inc. ("Mondial"), having entered into an Agreement to Extend Option (the "Agreement") with Success Oil Company Inc. ("Success"), (individually and collectively referred to as the "Parties'', most recently on December 31, 2013, regarding a certain option agreement (the "Option Agreement") for participation rights in certain oil and gas property interests dated November 30, 2011 and most recently amended herewith as of February 28, 2015.
In the best interests of the parties the following provisions of the Agreement shall be revised, amended and or modified to read as follows:
Section 2, shall be restated to read: the Parties wish to extend the Option Agreement, through March 31, 2015 unless further modified or extended by the parties to this Agreement in writing and attached or made a part of hereto.
Section 5. shall be restated to read as follows:
March 31, 2015, unless further modified or extended by the parties to this Agreement in writing and attached or made a part of hereto.
Section 9.b. shall read as follows:
The note, which is acknowledged to be in default, and further as described in paragraphs 6 and 8, shall remain due and payable until April 1, 2014 during which time EGPI or Mondial may, within 5 days thereof, either i) pay the full amount due, or ii) convert the entire balance of the note to shares in EGPI Firecreek, Inc. (“EGPI”) or Mondial (“MNVN”) on terms then negotiated, but on terms no less favorable than those given to any other lender or creditor of EGPI or Mondial, and in accordance with rules and regulations governing such transactions. If neither of i) or ii) are acceptable to Success then the obligation created under the EGPI Note shall convert/revert to the Joint Operating Billing Statement (JIBS), and be attributable to the interest holders on a pro rata basis according to their interests, derived from the net of current existing proved producing revenues with reserves at the date of even with this agreement, according to interests then held by EPI, a wholly owned subsidiary of EGPI Firecreek, Inc. and, Boomerang Oil Inc., a majority owned subsidiary of Mondial, and under the same terms as agreed upon in the Note, and upon such occurring the then EGPI Note shall forever be fully discharged, voided and canceled by Success.
IN WITNESS WHEROF, the Parties have caused this Agreement to be executed on the date set forth below.
(These revisions, amendments, and or modifications shall be effective as of February 28, 2015.)
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SUCCESS OIL CO., INC.
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EGPI FIRECREEK, INC.,
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MONDIAL VENTURES, INC.
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and on behalf of EPI
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By and through Shale Corp. (now 2301840 Ontario Inc.) a wholly owned subsidiary of Boomerang Oil, Inc., a Majority owned subsidiary of Mondial Ventures, Inc.
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/s/Jeru Morgan
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/s/Dennis Alexander
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/s/Dennis Alexander
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By: Jeru Morgan,
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By: Dennis Alexander
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By: Dennis Alexander
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