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EX-99.1 - EX-99.1 - Avant Diagnostics, Inc | v209100_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): January 27, 2011 (January 24,
2011)
AMERICAN
LIBERTY PETROLEUM CORP.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-156077
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98-0599151
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
employer identification no.)
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4900
California Ave, Tower B-210
Bakersfield,
CA 93309
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code: (661) 377-2911
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 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))
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this Current Report on Form 8-K constitute
“forward-looking statements.” These statements, identified by words such as
“plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar
expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth in this Current Report on Form 8-K. We do
not intend to update the forward-looking information to reflect actual results
or changes in the factors affecting such forward-looking information. We advise
you to carefully review the reports and documents we file from time to time with
the Securities and Exchange Commission (the “SEC”), particularly
our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our
Current Reports on Form 8-K.
As used in this report, the terms “we,”
“us,” “our,” “ALP,” and the “Company” means American Liberty Petroleum Corp.,
unless otherwise indicated.
Item 1.01.
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Entry
into a Material Definitive
Agreement.
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On
January 24, 2011, the Company’s Board of Directors approved a series of
transactions that will result in the sale of substantially all of the assets of
the Company. Stockholders holding more than 50% of the votes entitled to be cast
with respect to the approval of those transactions have adopted resolutions
authorizing the Company to complete them. See Item 5.07- Submission of Matters to
a Vote of Security Holders below. The sale will be accomplished as
follows:
·
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ALP
has contributed that certain Option Agreement dated May 11, 2010 (the
“Option
Agreement”) between Desert Discoveries, LLC, a Nevada corporation
(“Desert
Discoveries”), and the Company (then known as “Oreon Rental
Corporation”), to its wholly owned subsidiary, True American Energy
Corporation, a Nevada corporation (“TAEC”);
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·
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TAEC
will merge with and into Keyser Resources, Inc., a Nevada corporation
(“Keyser”), with
Keyser being the surviving corporation (the “Merger”);
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·
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In
the Merger, the Company will exchange all of the shares of the common
stock, $1.00 par value, of TAEC (the “TAEC Common
Stock”) for merger consideration consisting of cash payments and
securities of Keyser;
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·
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Because
TAEC holds the Option Agreement as successor-in-interest to the Company,
the Option Agreement will be owned by Keyser after the Merger, with Keyser
assuming the rights, duties and obligations of the Company under the
Option Agreement.
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·
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After
the Merger, the Company will redeem the shares of common stock, $0.001 par
value, of the Company (the “ALP Common
Stock”) owned by two of the Company’s stockholders in exchange for
a portion of the securities of Keyser received as merger
consideration.
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After the
consummation of the transactions described above, the Company will be a minority
shareholder of Keyser, the surviving corporation in the Merger.
Agreement and
Plan of Merger. On
January 24, 2011, ALP’s Board of Directors approved the merger of TAEC, its
wholly-owned subsidiary, with and into Keyser, with Keyser being the surviving
corporation (the “Merger”).
Stockholders holding more than 50% of the ALP Common Stock entitled to vote (a
“Majority in
Interest”) have adopted resolutions authorizing ALP to complete the
transactions that required stockholder approval. See Item 5.07- Submission of Matters to a Vote of
Security Holders below.
The
Merger will be accomplished by the merger of TAEC with and into Keyser, in
accordance with an Agreement and Plan of Merger (the “Merger Agreement”)
approved by the Company’s Board of Directors and a Majority in Interest of its
stockholders. The Merger Agreement is attached to this Current Report on
Form 8-K as Exhibit
99.1 and is incorporated herein by reference. Shares of the
Common Stock, $0.001 par value, of Keyser are traded on the OTCBB under the
stock symbol “KYSR”.
Under the
Merger Agreement and applicable provisions of the Nevada Revised Statutes (the
“NRS”), when
the Merger becomes effective:
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·
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TAEC
will merge into Keyser, with Keyser being the surviving entity, and the
separate existence of TAEC will
cease.
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·
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The
surviving corporation will be governed by the Amended and Restated
Articles of Incorporation of Keyser, which, among other things, provide
that the name of the surviving corporation will be “True American Energy
Corporation”.
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·
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The
surviving corporation will continue to be governed by the bylaws of
Keyser.
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·
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The
surviving corporation will immediately assume title to all property owned
by TAEC immediately prior to the Merger, including the Option Agreement
(described below).
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·
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The
officers and directors of the surviving corporation will be the officers
and directors of Keyser at the Effective Time. Alvaro Vollmers is the sole
officer and director of Keyser.
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·
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At
the effective time of the Merger, all issued and outstanding shares of
TAEC will be automatically canceled and converted into the right to
receive the Merger Consideration (which is described
below).
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Because
ALP owns all of the issued and outstanding shares of TAEC Common Stock, ALP will
receive all of the Merger Consideration. All issued and outstanding
shares of Keyser Common Stock will be automatically converted into shares of
common stock of the surviving corporation.
The
Merger Agreement may be terminated and the Merger abandoned at any time prior to
the effective time of the Merger, whether before or after stockholder approval,
by the consent of the Board of Directors of TAEC and the Board of Directors of
Keyser. The directors of TAEC and Keyser may amend the Merger Agreement, but after the Merger
Agreement has been approved by the stockholders of Keyser, it may not be amended
to (1) alter or change the manner or basis of exchanging TAEC Common Stock for
Merger Consideration, in whole or in part, or (2) alter or change any of the
terms and conditions of the Merger Agreement if such alteration or change would
adversely affect the stockholders of TAEC or Keyser.
The
Merger Agreement contains customary representations and warranties of TAEC, ALP,
and Keyser. The Merger Agreement also states that the Merger will not occur
unless certain conditions precedent are satisfied. The conditions precedent
include that all representations and warranties of the other parties to the
Merger Agreement must be true and correct at the time of closing, unless waived
by the applicable party, and that each party has complied in all material
respects with its obligations under the Merger Agreement. In
addition, the parties must have obtained all requisite consents from any and all
public or governmental authorities having jurisdiction over the Merger,
including the SEC, FINRA and the Secretary of State of Nevada, and satisfy all
applicable waiting periods.
Merger
Consideration. In exchange for the shares of TAEC Common
Stock owned by the Company in the Merger, the Company will receive Merger
Consideration of $900,000, consisting of (a) 1,647,142 shares of Keyser Common
Stock and a Warrant (the “Warrant”) to purchase
123,077 shares of Keyser Common Stock (the “Common Stock
Consideration”) and (b) $700,000 (the “Cash Consideration”).
The Cash Consideration will be paid by (a) forgiveness of all amounts due under
a promissory note in the original principal amount of $290,000 dated December 6,
2010, executed by the Company and payable to the order of Keyser, and under a
promissory note in the original principal amount of $200,000 dated January 7,
2011, executed by the Company and payable to the order of Keyser, and (b) the
issuance of a new Promissory Note (the “Promissory Note”) in
the original principal amount of $210,000 executed by Keyser and made payable to
the order of the Company. The Promissory Note will provide that interest will
accrue at the rate of five percent (5%) per annum, with all principal and
accrued interest thereon due and payable in twelve (12) equal monthly
installments of principal and interest, beginning the last day of the first full
calendar month following the effective date of the Merger.
The
shares of Keyser Common Stock issued as Common Stock Consideration will not be
registered under the Securities Act or the securities laws of any state.
Accordingly, the shares of Keyser Common Stock issued as Common Stock
Consideration will be subject to restrictions on transfer except in a
transaction exempt from registration.
Contribution of the Option
Agreement. The sole asset of TAEC is the Option Agreement. The
execution of the Option Agreement was disclosed on the Company’s Current Report
on Form 8-K filed on May 17, 2010. Under the Option
Agreement, Desert Discoveries granted ALP an option to purchase its interest in
five oil and gas leases located in Nevada (the “Assets”), subject to
ALP’s performance of its obligations under the Option Agreement. The
Option Agreement was transferred by ALP to TAEC on January 3, 2011. Accordingly,
the Option Agreement will be owned by Keyser after the Merger, with Keyser
assuming the rights, duties and obligations of the Company under the Option
Agreement.
At the
time it was signed, ALP’s right to exercise the Option was subject to it
performing its obligations under the Option Agreement, including the payment of
fees totaling $900,000 according to an installment schedule set forth in the
Option Agreement. The Option Agreement requries Desert Discoveries, or its
agent, to use a portion of such funds for the development of the Assets acquired
upon exercise of the Option. The Purchase Price for the Assets is
$100,000 (the “Purchase Price”), due
on or before March 4, 2011, unless such date is extended as provided
therein.
In
addition to the fees to be paid to Desert Discoveries, ALP issued 1,500,000
shares of its Common Stock (the “Option Shares”) to
Desert Discoveries, along with a Warrant to purchase 1,600,000 shares of Common
Stock for $0.75 per share, at any time until May 11, 2015. The Option Shares
issued to Desert Discoveries were not registered under the Securities Act, or
any state securities laws, and are subject to all applicable restrictions on
sale under such laws and to certain other restrictions contained in the Option
Agreement. It is anticipated that, after the Merger, ALP may redeem the shares
of ALP Common Stock and Warrants owned by Desert Discoveries in exchange for
shares of Keyser Common Stock and a Warrant to purchase a comparable number of
shares of Keyser Common Stock upon the same vesting schedule.
To date,
ALP and/or TAEC have paid all the payments required under the Option Agreement
to maintain its right to exercise the Option, except for the Purchase Price.
Keyser, as the surviving corporation in the Merger, would be responsible for
paying the Purchase Price to exercise the Option, if the Merger is completed.
Desert Discoveries has signed a Consent to Transfer that indicates its consent
to the transfer of the Option Agreement by virtue of the
Merger.
The
Merger Consideration reflects the amounts paid by the Company under the Option
Agreement as of the date of the Merger Agreement.
Effective Time of the
Merger. Although the Merger has been approved by the Boards of Directors
of ALP, TAEC and Keyser, and the stockholders of ALP and TAEC, the consummation
of the Merger is subject to (i) the filing and delivery by ALP of an Information
Statement under Section 14 of the Securities Act to its stockholders, (ii) the
filing and delivery by Keyser of certain documentation with FINRA under Rule
10b-17 promulgated under the Securities Exchange Act of 1934, and (iii) the
completion of any related waiting periods. The stockholders of Keyser must also
approve the merger. ALP anticipates that the parties will complete the
transactions as soon as possible after the 20th day
following initial mailing of the Information Statement to the stockholders of
ALP. When all necessary approvals have been obtained by ALP and Keyser, and all
waiting periods have expired, ALP and Keyser intend to promptly cause the
Articles of Merger to be filed in the Office of the Secretary of State of
Nevada.
Redemption of
Company Common Stock Owned by Certain Stockholders. Immediately
after the Merger is completed, the Company intends to redeem all of the shares
of ALP Common Stock owned by two of the Company’s stockholders in exchange for a
portion of the shares of Keyser Common Stock received as merger consideration.
The two stockholders are Desert Discoveries, which entered into the Option
Agreement with the Company, and New World Petroleum Investments, Inc. (“New World”), which
provided substantially all of the funding for the payments made to date under
the Option Agreement. New World advised the Company in October 2010
that it would not make any further investments in the Company at that time, with
respect to the Option Agreement or otherwise; however, Keyser has indicated in
its public filings that New World has committed to make additional investments
in Keyser that will allow Keyser to make all remaining payments due under the
Option Agreement.
New World
currently owns 14,437,500 shares of ALP Common Stock, constituting 15.4% of the
issued and outstanding shares of the Company. It also holds five (5) warrants to
purchase up to 12,250,000 shares of Common Stock, which expire on various dates
in 2013. Promptly after the Merger Consideration is received by the Company, the
officers of the Company will cause the Company to redeem all of the shares of
ALP Common Stock owned by New World. In redemption of its shares of ALP Common
Stock, the Company will transfer to New World 1,142,845 shares of Keyser Common
Stock received as Common Stock Consideration. The Company also intends to redeem
the warrants held by New World for cash, upon terms to be agreed upon by the
Company and New World.
Desert
Discoveries currently owns 1,500,000 shares of ALP Common Stock, constituting
1.6% of the issued and outstanding shares of the Company, and warrants to
purchase an additional 1,600,000 shares of ALP Common Stock. In
redemption of its shares of ALP Common Stock, the Company will transfer to
Desert Discoveries (i) 118,734 shares of Keyser Common Stock received as Common
Stock Consideration, and (ii) will also receive the Warrant to purchase shares
of Keyser Common Stock in redemption of its warrants to purchase shares of
Company Common Stock.
After the
redemption, neither New World nor Desert Discoveries will own any shares of ALP
Common Stock.
Item
5.07 Submission
of Matters to a Vote of Security Holders.
The Board
of Directors of the Company (the “Board”), acting by unanimous written consent
dated as of January 24, 2011, approved the Merger of TAEC with and into Keyser,
with Keyser being the surviving corporation, upon terms and conditions set forth
in the Merger Agreement. The Board’s authorization of the Merger was
subject to the approval of a Majority in Interest of the stockholders of the
Company, as a sale of substantially all of the assets of the
Company.
By action
of written consent, dated January 24, 2011, four (4) of our stockholders who
collectively own 57,937,500 shares, or 61.9% of the issued and
outstanding shares of our common stock, ratified and approved the Merger as set
forth in the Merger Agreement.
Item
9.01 Exhibits.
99.1 Agreement
and Plan of Merger dated January 24, 2011, by and among American Liberty
Petroleum Corp., True American Energy Corporation and Keyser Resources,
Inc.
99.2 Option
Agreement dated May 11, 2010 by and between Desert Discoveries, LLC and Oreon
Rental Corporation (now American Liberty Petroleum Corp), incorporated by
reference to the Current Report on Form 8-K filed by the Company on May 17,
2010.
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.
Date:
January 27, 2011
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AMERICAN
LIBERTY PETROLEUM CORP.
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By:
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/s/ Alvaro Vollmers
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President
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