Attached files
file | filename |
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EX-10.1 - KL Energy Corp | v195588_ex10-1.htm |
EX-99.1 - KL Energy Corp | v195588_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): August 30,
2010
KL Energy
Corporation
(Exact
name of Registrant as specified in its charter)
Nevada
|
333-145183
|
39-2052941
|
(State
or other
|
(Commission
|
(I.R.S.
Employer
|
Jurisdiction
|
File
Number)
|
Identification
No.)
|
of
incorporation)
|
306 E. St. Joseph Street, Suite 200, Rapid City,
SD
|
57701
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number: (605)
718-0372
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):
¨
|
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 CFR240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR240.13e-4(c))
|
Item 1.01. Entry into a
Material Definitive Agreement.
On August
24, 2010, KL Energy Corporation (the “Company”) issued a press release
announcing that on August 23, 2010, it had entered into a Joint Development
Agreement (the “Agreement”) with Petrobras America Inc., a Delaware corporation
(“Petrobras”) and a wholly owned subsidiary of Petroleo Brasileiro S.A. The
press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated into this Item 1.01 by reference.
The
Company entered into the Agreement with Petrobras to jointly optimize the
Company’s proprietary cellulosic ethanol process technology for sugarcane
bagasse feedstock (“Bagasse”). Pursuant to the terms of the Agreement, Petrobras
will provide capital to the Company for the joint development of the project in
accordance to the work plan and budget set out in the Agreement, and the Company
will be responsible for the operational management and completion of all tests
related to the project. In addition, the Company and Petrobras will jointly
develop an industrial scale Bagasse-based cellulosic ethanol plant to be fully
integrated into a sugarcane mill of Petrobras and its affiliates in Brazil. The Agreement
also provides for mutual exclusivity in the area of developing cellulosic
ethanol from Bagasse. Any and all intellectual property rights derived from the
joint development project will be jointly owned by the parties, in equal
proportions. In the event that certain performance criteria are achieved, the
Company will grant to Petrobras or an affiliate of its parent company a license
to the Company’s pre-existing intellectual property rights for use in Brazil in
exchange for a licensing fee.
The
Agreement has an initial term of 18 months, and Petrobras has the option to
extend the Agreement for an additional 12 months on terms to be agreed by the
parties, by providing the Company at least 90-days written notice prior to the
expiration of the initial term. The Agreement may be terminated by the parties
by mutual consent at any time and for any reason. The Agreement is attached to
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated into this
Item 1.01 by reference.
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Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as exhibits to this Current Report on Form
8-K:
Exhibit No.
|
Description
|
|
10.1
|
Joint
Development Agreement between KL Energy Corporation and Petrobras America
Inc., dated August 23, 2010(1)
|
|
99.1
|
Press
release dated August 24, 2010
|
(1) Certain
portions of the exhibit have been omitted pursuant to the registrant’s
confidential treatment request filed with the Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934. The omitted text has been filed
separately with the Commission.
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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 thereunto
duly authorized.
KL
ENERGY CORPORATION
|
||
Date:
August 30, 2010
|
By:
|
/s/
Peter Gross
|
Peter
Gross
|
||
President
and Chief Executive
Officer
|
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