Attached files
| file | filename |
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| EX-99.2 - Imperial Resources, Inc. | v179954_ex99-2.htm |
| EX-99.1 - Imperial Resources, Inc. | v179954_ex99-1.htm |
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
Date
of report (Date of earliest event reported): April 1,
2010
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IMPERIAL
RESOURCES, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Nevada
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333-152160
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83-0512922
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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123
West Nye Lane, Suite 129, Carson City, NV
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89706
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 775-884-9380
Former
name or Former Address, if Changed Since Last Report:
Payyappilly
House, Thiruthipuram, P.O., Kottapuram Via., 680667 – Ernakulam Dt. Kerala,
India
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
8 – Other Events
Item
8.01 Other Events.
(a) Imperial
Resources, Inc. (the “Company”) has decided to focus its core activities on
development and exploration of oil and gas assets in the United States
independently or through its wholly-owned subsidiary, Imperial Oil and Gas,
Inc., a Delaware corporation (“Imperial Oil”).
(b) Effective
April 1, 2010, Grant Twanow resigned as Director, Chief Executive Officer,
President, and all other officer roles of Imperial Oil. In connection
with such resignation, Imperial Oil and GNP Resources, Ltd., a company
wholly-owned by Mr. Twanow (“GNP”), entered into a Royalty Termination
Agreement, whereby the parties agreed to terminate a Royalty
Agreement between the parties, whereby Imperial Oil agreed to pay GNP a gross
overriding royalty of 5% in any lands acquired by Imperial Oil in Prospects
procured by GNP or Mr. Twanow. Additionally, the parties mutually
agreed to terminate a Supply of Services Agreement between Imperial Oil, GNP,
and Mr. Twanow, whereby Mr. Twanow acting on behalf of GNP provided services to
Imperial Oil related to the maintenance and development of Imperial Oil’s oil
and gas exploration and development interests.
(c) Effective
April 1, 2010, Neil McPherson resigned as a director of Imperial
Oil. In connection with such resignation, Imperial Oil and Little
Eagle Resources Inc., a company wholly-owned by Mr. McPherson (“Little Eagle”),
entered into a Royalty Termination Agreement, whereby the parties
agreed to terminate a Royalty Agreement between the parties, whereby
Imperial Oil agreed to pay Little Eagle a gross overriding royalty of 1.5% in
any lands acquired by Imperial Oil in the North West Premont Prospect and the
Ricinus Area Prospect procured by Little Eagle or Mr.
McPherson. Additionally, the parties mutually agreed to terminate a
Supply of Services Agreement between Imperial Oil, Little Eagle, and Mr.
McPherson, whereby Mr. McPherson acting on behalf of Little Eagle provided
services to Imperial Oil related to the maintenance and development of Imperial
Oil’s oil and gas exploration and development interests.
(d) Effective
April 1, 2010, the Company appointed Robert R. Durbin as Chief Executive Officer
and Chairman of the Board of Directors of Imperial Oil. Mr. Durbin is
an attorney who practices exclusively in the area of oil and gas. In
connection with such appointment, Imperial Oil entered into a Supply of Services
Agreement with Sydney Oil & Gas, LLC, a Texas limited liability company
owned by Mr. Durbin (“Sydney Oil”), and Mr. Durbin, whereby Mr. Durbin acting on
behalf of Sydney Oil will provide services to Imperial Oil related to the
maintenance and development of Imperial Oil’s oil and gas exploration and
development interests. Additionally, Imperial Oil and Sydney Oil
entered into an Assignment of Overriding Royalty Interest (“Royalty Agreement”),
whereby Imperial Oil agrees to pay Sydney Oil a gross overriding royalty of 6.5%
of 8/8 for each lease or working interest acquired by Imperial
Oil. The Supply of Services Agreement, and the Royalty Agreement
contained therein, is filed hereto as Exhibit 99.1, and is incorporated herein
by reference. The foregoing statement is not intended to be a
complete description of all terms and conditions of the Supply of Services
Agreement and/or Royalty Agreement.
(e) Effective
April 1, 2010, Imperial Oil and Mara Energy, LLC, a Delaware corporation
(“Mara”) entered into a Consulting Services Agreement, whereby Imperial Oil and
Mara agreed that Mara will provide services associated with any future
development of Imperial Oil’s working interest in both the Greater Garwood oil
and gas development exploration asset and the producing Cochran #1 well located
in the Greater Garwood prospect in Colorado County, Texas. Mr.
Durbin, Imperial Oil’s Chief Executive Officer and Chairman of the Board, owns a
15% interest in Mara. The Consulting Services Agreement is attached
to this report as Exhibit 99.2, and is incorporated herein by
reference. The foregoing statement is not intended to be a complete
description of all terms and conditions of the Consulting Services
Agreement.
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Section
9 – Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
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No.
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Description
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99.1
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Supply
of Services Agreement with Sydney Oil & Gas, LLC and Robert R.
Durbin
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99.2
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Consulting
Services Agreement with Mara Energy,
LLC
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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.
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IMPERIAL
RESOURCES, INC.
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Date:
April 6, 2010
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By:
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/s/ James Payyappilly | |
| James Payyappilly | |||
| Chief Executive Officer, President and Director | |||
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