Attached files
UNITED STATES
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
NOVEMBER 30, 2009
________________________________________________
Date of Report (Date of earliest event reported)
MORGAN CREEK ENERGY CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 0-25455 201777817
____________________________ _______________________ ___________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5050 QUORUM DRIVE
SUITE 700
DALLAS, TEXAS 75254
___________________________________________________
(Address of principal executive offices) (Zip Code)
(214) 321-0603
__________________________________________________
Registrant's telephone number, including area code
N/A
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective on June 2, 2009, the Board of Directors (the "Board") of Morgan Creek
Energy Corp., a Nevada corporation (the "Company"), pursuant to unanimous vote
at a special meeting of the Board, authorized the execution of a letter
agreement dated May 28, 2009, as amended (the "Option Agreement") with Bonanza
Resources (Texas) Inc., the wholly owned subsidiary of Bonanza Resources
Corporation ("Bonanza Resources"), to purchase a sixty percent (60%) of Bonanza
Resources' eighty-five percent (85%) leasehold interest (the "Bonanza Resources
Interest") in and to certain leases located in Beaver County, State of Oklahoma,
known as the North Fork 3-D Prospect (the "Prospect").
The Bonanza Resources Interest is held by Bonanza Resources pursuant to that
certain letter agreement between Bonanza Resources, Ryan Petroleum LLC and
Radian Energy L.C. dated February 25, 2008 (the "Original Agreement"). In
accordance with the terms and provisions of the Original Agreement, Bonanza
Resources acquired the Bonanza Resources Interest and subsequently represented
to the Company that the acreage of the Bonanza Resources Interest consisted of
8,555 acres. Therefore, the Option Agreement reflected the acreage of the
Bonanza Resources Interest to consist of 8,555 acres, which has been
subsequently disclosed by the Company in numerous filings with the Securities
and Exchange Commission.
During the course of the Company's due diligence for the formal option
agreement, the Company discovered that the size of the Bonanza Resources
Interest is not the original represented 8,555 acres but approximately 5,600
acres, which the Company alleges is materially less than represented by Bonanza
Resources and contracted for under the Option Agreement. Bonanza Resources has
stated to the Company that the actual lesser amount of acreage forming the
Bonanza Resources Interest was due to certain leases not being renewed by Ryan
Petroleum LLC of the Prospect, thus expiring prior to the date of the Option
Agreement, without first advising Bonanza Resources either orally or in writing
of the operator's intention to allow those leases to expire. Bonanza Resources
further stated to the Company that it discovered the facts regarding the acreage
on approximately November 26, 2009. The Company in good faith relied on the
representations of Bonanza Resources when it entered into the Option Agreement
and now knows that such representations were not correct.
Therefore, as of November 30, 2009, the Company and Bonanza Resources entered
into an amendment of the Option Agreement (the "Amendment"). In accordance with
the terms and provisions of the Amendment, Bonanza Resources granted to the
Company an option to acquire a 70% interest in the Bonanza Resources Interest (a
59.50% working interest) by incurring the full costs of drilling one well to
completion on the Prospect, which will deem the Company as having earned an
interest in that well and in the balance of the Prospect. In the event the
Company incurs the full cost of drilling the first well which results in a dry
hole, then the Company will have the exclusive right and option to participate
in any and all further drilling programs on the Prospect and to incur the full
costs of drilling a second well to completion on the Prospect up to the
expiration of the option period on October 28, 2010. This will deem the Company
as having earned its option to acquire the 70% interest of the Bonanza Resources
Interest in both that well and the balance of the Prospect.
Therefore, in light of the fact that the Bonanza Resources Interest is actually
comprised of a number of acres materially less than originally represented by
Bonanza Resources, the Company hereby: (i) advises the public that the Company
believes the accurate number of acres forming the Bonanza Resources Interest is
approximately 5,600 acres and that the Company's website will be amended
accordingly; and (ii) advises the public of the Amendment.
-2-
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
10.1 Amendment of the Option Agreement between Morgan Creek Energy Corp. and
Bonanza Resources Corporation dated November 30, 2009.
99.1 Press Release dated December 1, 2009.
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.
MORGAN CREEK ENERGY CORP.
Date: December 1, 2009
/s/ PETER WILSON
________________________________________
Name: Peter Wilson
Title: President/Chief Executive Officer
-3-
