Attached files
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| EX-99.1 - AMERICAN EAGLE ENERGY Corp | v218246_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 2011
ETERNAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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0-50906
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20-0237026
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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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2549 West Main Street, Suite 202, Littleton, CO 80120
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code: (303) 798-5235
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(Former name or former address, if changed since last report)
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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:
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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 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On April 8, 2011, we executed an Agreement and Plan of Merger with American Eagle Energy Inc. to merge with it. In connection with the merger, we formed a wholly-owned Nevada subsidiary, Eternal Sub Corp. into which American Eagle Energy will merge. We will be the surviving entity of the merger.
The closing of the merger is subject to, among other items, (i) the registration of the common stock to be issued by us to the stockholders of American Eagle Energy and (ii) the approval of the transaction by the stockholders of American Eagle Energy. The ratio of stockholdings between the companies at the closing of the merger, exclusive of any presently outstanding options, will be 80% to the legacy stockholders of American Eagle Energy and 20% to our legacy stockholders. We engaged an investment banking firm experienced in the oil and gas industry and obtained its opinion that, if the closing of the merger occurred on April 11, 2011, the share ownership ratio of our common stock between the stockholders of each company (without giving effect to the exercise of any outstanding options to purchase common stock of either company) would be fair from a financial point of view to us.
We currently expect that, immediately following the closing of the merger, the resulting company, through a reverse split, will reduce the number of outstanding shares of common stock that will result from the merger. In addition, we anticipate that the resulting company will file an application to list its common stock on a senior exchange. We currently anticipate that the merger will close in early summer, following regulatory approval of our anticipated filings and approval by American Eagle’s stockholders.
On April 12, 2011, we issued a press release announcing the execution of the Agreement and Plan of Merger. A copy of the press release is included with this filing as Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description of Exhibit
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99.1*
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Press Release dated April 12, 2011, announcing the execution of the Agreement and Plan of Merger.
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___________
* Filed herewith.
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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Date: April 12, 2011
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ETERNAL ENERGY CORP.
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By:
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/s/ Bradley M. Colby
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Bradley M. Colby
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President and Chief Executive Officer
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