Attached files
| file | filename |
|---|---|
| EX-10.1 - Gulf United Energy, Inc. | ex10-1.htm |
| EX-99.1 - Gulf United Energy, Inc. | ex99-1.htm |
| EX-10.2 - Gulf United Energy, Inc. | ex10-2.htm |
| EX-10.3 - Gulf United Energy, Inc. | ex10-3.htm |
| EX-10.4 - Gulf United Energy, Inc. | ex10-4.htm |
| EX-10.5 - Gulf United Energy, Inc. | ex10-5.htm |
| EX-10.6 - Gulf United Energy, Inc. | ex10-6.htm |
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
Date of
Report (Date of earliest event reported: March 12, 2010)
Gulf
United Energy, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52322
|
20-5893642
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
P.O.
Box 22165
Houston,
Texas 77227-2165
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (713) 893-3543
N/A
(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
CFR240.14d-2(b))
[_]
Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR240.13e-4(c))
Explanatory
Note
This
Amendment No. 1 to Gulf United Energy, Inc’s Form 8-K, filed March 18, 2010, is
being filed to
amend
Footnote No. 1 of Item 5.01, Changes in
Control of the Registrant, wherein the number of shares issued and outstanding
should read “222,203,000” instead of “22,203,000.” This amendment does not
update, amend or modify any other information set forth in the original Form 8-K
and does not reflect any events that may have occurred after the original filing
date.
-2-
Item
1.01 Entry into a Material Definitive Agreement
On March
12, 2010, Gulf United Energy, Inc. (the “Company”) entered into a participation
agreement (the “Participation Agreement”) with Upland Oil and Gas, LLC Sucursal
del Peru (“Upland”). Pursuant to the terms of the Participation
Agreement, the Company, through its wholly owned subsidiary Gulf United Energy
del Peru Ltd., acquired from Upland up to a 35% working interest in Block XXIV
Peru, an approximately 280,000 acre onshore and offshore property, and up to a
35% working interest in the Peru TEA, consisting of four contiguous blocks
totalling approximately 40,000,000 acres. Prior to the execution of
the Participation Agreement, Upland held 80% of the interests in the license
agreement covering Block XXIV, subject to an existing 1% proportionately reduced
overriding royalty interest and a 1% net production interest (proportionately
reduced) assigned to certain third parties, and 100% of the interests in the
license agreement covering the Peru TEA. Upland will serve as
operator on both Block XXIV and the Peru TEA.
Pursuant
to the terms of the Participation Agreement, the Company will pay Upland up to
$4,100,000 for costs and expenses incurred prior to March 12, 2010 on Block
XXIV, of which $200,000 was paid upon the execution of the Participation
Agreement. The Company will also pay Upland up to the first
$6,000,000 for drilling costs and expenses incurred on Block XXIV subsequent to
March 12, 2010, after which costs and expenses will be shared pro-rata amongst
the parties. With respect to the Peru TEA, the Company will pay up to
the first $1,500,000 of the ongoing costs and expenses incurred on the Peru TEA,
after which costs and expenses will be shared pro-rata amongst the
parties. The Company will be entitled to receive 70% of the revenue
from Block XXIV attributable to the Company’s and Upland’s respective
participation interests (in excess of costs and expenses incurred under the
Block XXIV joint operating agreement attributable to the Company’s and Upland’s
Block XXIV participation interests) until the Company has recovered its costs
relating to Block XXIV and the Peru TEA. After the recovery of such
costs, revenues will be shared between the parties pro-rata pursuant to the
parties’ respective interests. The Company will need to raise capital
on a best efforts basis to fund the Participation Agreement. A copy of the press
release relating to the execution of the Participation Agreement is attached
hereto as Exhibit 99.1.
The
Company acquired the right to enter into the Participation Agreement from James
M. Askew, John B. Connally III, Ernest B. Miller IV, and Rodeo Resources, LP, an
entity owned by Jim Ford (collectively the “Assignors”) pursuant to an
assignment agreement dated as of March 12, 2010 (the
“Assignment”). In connection with the execution of the Assignment,
the Company agreed to pay a $600,000 fee by issuing to each of the Assignors
10,000,000 shares of the Company’s common stock on March 12, 2010 and 5,000,000
shares to be issued at a later date. The Assignors also reserved a 2%
overriding royalty interest all oil, gas and other minerals produced and saved
for the benefit of the Company on Block XXIV, the Peru TEA, and certain other
interests that may subsequently be assigned to the Company pursuant to the
Assignment.
On March
12, 2010, the Company entered into a debt conversion agreement (the “Debt
Conversion Agreement”) with respect to $1,639,685 of outstanding debt owed to
James M. Askew (the “Debt”). Pursuant to the terms of the Debt
Conversion Agreement, Mr. Askew converted $400,000 of the Debt into 40,000,000
shares of the Company’s common stock, of which 20,000,000 shares were issued on
March 12, 2010 and 20,000,000 shares will be issued on a later
date. Prior to the conversion of the Debt, Mr. Askew agreed to
forgive $631,444 of interest accrued on the Debt, an amount equal to all of the
interest accrued on the Debt through March 11, 2010. Of the remaining
amount payable to Mr. Askew in connection with the Debt, the Company issued to
Mr. Askew a new one-year promissory note in the aggregate principal amount of
$1,089,685 (the “New Note”) and $150,000. The New Note is unsecured,
bears interest at 10% per annum, and matures upon the earlier of
(i) March 31, 2011 and (ii) the closing of any equity or equity
equivalent financing, or the last of any such equity or equity equivalent
financings, in which the Company receives gross proceeds of at least
$5,000,000. Interest payments are due quarterly beginning June 30,
2010. Concurrently with the execution of the Debt Conversion
Agreement, Mr. Askew sold 20,000,000 shares of Company common stock to John B.
Connally III.
As
described in the Company’s Quarterly Report on Form 10-Q filed on January 20,
2010, the Company sold an aggregate of 19,500,000 shares of unregistered Company
common stock for gross proceeds of $195,000 pursuant to a private offering (the
“Offering”) since the end of fiscal year 2009. Since the date of that
Quarterly Report, the Company has sold 24,750,000 shares of common stock for
gross proceeds of $247,500, and has received subscriptions for the purchase of
an additional 27,500,000 shares of common stock for $275,000. In
March 2010, the Company issued 10,000,000 shares of Company common stock, valued
at $0.01 per share, to unaffiliated third parties for services
rendered. Also in March 2010, the Company issued 5,000,000 shares to
Don Wilson for services to be rendered and 500,000 shares to Charles Newman, a
director of Gulf United Energy del Peru Ltd for services rendered, each
issuance valued at $0.01 per share.
-3-
Item
5.01 Changes in Control of Registrant
As a
result the transactions described in Item 1.01 hereto, Messrs. Askew, Connally,
and Miller and Rodeo Resources, LP each beneficially own over 5% of the
Company’s common stock. The following table sets forth information
regarding the beneficial ownership of the Company’s shares of common stock at
March 18, 2010 by (i) each person known by us to be the beneficial owner of more
than 5% of our outstanding shares of common stock, (ii) our director, (iii) our
executive officers, and (iv) by our director and executive officers as a group.
To the Company’s knowledge the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
|
Name
of Beneficial Owner
|
Number
of Shares
Of
Common Stock
Beneficially
Owned (1)
|
Percentage(1)
|
|
Beneficial
Owners of more than 5%:
|
||
|
James
M. Askew
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35,003,000(2)(3)
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15.75%
|
|
John
B. Connally III
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36,250,000(3)
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16.31%
|
|
Ernest
B. Miller IV
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17,500,000(3)
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7.88%
|
|
Rodeo
Resources, LP
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17,800,000(3)
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8.01%
|
|
Named
Executive Officers and Directors:
|
||
|
Don
Wilson
|
7,000,000
|
3.15%
|
|
David
Pomerantz
|
-0-
|
0%
|
|
All
directors & executive officers as a group (2 persons)
|
7,000,000
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3.15%
|
|
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(1)
|
Based
on 222,203,000 shares of common stock issued and outstanding which
include (i) an aggregate of 20,000,000 shares to be issued to the
Assignors at a later date pursuant to the Assignment, (ii) 20,000,000
shares to be issued to James Askew at a later date pursuant to the Debt
Conversion Agreement, and (iii) 27,500,000 shares to be issued upon
funding of the received subscriptions in the
Offering.
|
|
|
(2)
|
For
purposes of beneficial ownership, includes 20,000,000 shares to be issued
to James Askew at a later date pursuant to the Debt Conversion
Agreement.
|
|
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(3)
|
For
purposes of beneficial ownership, includes 5,000,000 shares to be issued
to each of the Assignors at a later date pursuant to the
Assignment.
|
Item
9.01 Financial Statements and Exhibit
(c) Exhibits
The
following exhibits are to be filed as part of this 8-K:
|
EXHIBIT
NO.
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IDENTIFICATION
OF EXHIBIT
|
|
10.1
|
Assignment
Agreement dated March 12, 2010, by and between the Company, James M.
Askew, John B. Connally III, Ernest B. Miller IV, and Rodeo Resources,
LP.
|
|
10.2
|
Participation
Agreement, dated March 12, 2010, by and between Gulf United Energy del
Peru Ltd. and Upland Oil and Gas, LLC Sucursal del
Peru.
|
|
10.3
|
Assignment
(License Contract) dated March 12, 2010, by and between Gulf United Energy
del Peru Ltd. and Upland Oil and Gas, LLC Sucursal del
Peru.
|
|
10.4
|
Assignment
(TEA) dated March 12, 2010, by and between Gulf United Energy del Peru
Ltd. and Upland Oil and Gas, LLC Sucursal del Peru.
|
|
10.5
|
Debt
Conversion Agreement, dated March 12, 2010, by and between the Company and
James M. Askew.
|
|
10.6
|
Unsecured
Promissory Note, dated March 12, 2010, issued to James M.
Askew.
|
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99.1
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Press
Release dated March 18, 2010.
|
-4-
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 thereunto
duly authorized.
Date:
March 22, 2010
|
GULF
UNITED ENERGY, INC.
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||
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By:
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/S/
DON W.WILSON
|
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Don
Wilson, Chief Executive Officer
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||
-5-