Attached files
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| EX-2.1A - EXHIBIT 2.1(A) - AMERICAN EAGLE ENERGY Corp | v235938_ex2-1a.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)
September 28, 2011
ETERNAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-50906
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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 W. Main Street, Suite 202
Littleton, Colorado 80120
(Address of principal executive offices, including zip code)
(303) 798-5235
(Registrant’s telephone number, including area code)
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 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2011, Eternal Energy Corp. (the “Company”), Eternal Sub Corp., a wholly-owned subsidiary of the Company, and American Eagle Energy Inc. executed an amendment (the “Amendment”) to their previously reported Agreement and Plan of Merger, dated as of April 8, 2011 (the “Merger Agreement”).
The Amendment amends Section 7.1(b)(i) of the Merger Agreement to extend the termination date from September 30, 2011 to December 31, 2011 in respect of each party’s right to terminate the Merger Agreement if the merger contemplated thereunder had not been consummated on or before such termination date. The parties did not amend the Merger Agreement in any other respect. The Company currently expects the closing of the merger to occur during the fourth quarter of this year.
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 2.1(a) and is incorporated herein by reference.
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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2.1(a)*
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First Amendment to Agreement and Plan of Merger, dated as of September 28, 2011, by and among Eternal Energy Corp., Eternal Sub Corp., and American Eagle Energy Inc.
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___________
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* Filed herewith.
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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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Date: September 28, 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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