Attached files
| file | filename |
|---|---|
| EX-10.1 - AMENDING AGREEMENT WITH ASIA PACIFIC CAPITAL LTD. DATED NOVEMBER 23, 2011 - LIBERTY ENERGY CORP. | exhibit10-1.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): November 23, 2011
LIBERTY ENERGY CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation)
333-138107
(Commission File Number)
205024859
(IRS Employer Identification No.)
Two Allen Center, Suite 1600, 1200 Smith Street, Houston,
Texas, 77002
(Address of principal executive offices and Zip
Code)
(713) 353-4700
Registrant's telephone number,
including area code
n/a
(Former name or former address, if changed
since last report)
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))
2
| Item 1.01 | Entry into Material Definitive Agreement |
On November 23, 2011, we entered into an amending agreement to the share issuance agreement (the “Amending Agreement”) to modify the share issuance agreement we originally entered into with Asia Pacific Capital Ltd. on July 19, 2010. The parties have agreed to amend the pricing mechanisms (the “Unit Price”) within the original agreement. The definition of the Unit Price in Section 1.1 of the original agreement is deleted and replaced with the following:
“UNIT PRICE” means a price equal 95% of the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the date of the Notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share. |
Excluding the modifications to the Unit Price, the original agreement will remain un-amended and in full force and effect.
A copy of the Amending Agreement is attached hereto as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Amending Agreement with Asia Pacific Capital Ltd. dated November 23, 2011 |
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 hereunto duly authorized.
LIBERTY ENERGY CORP.
| /s/ Ian Spowart | |
| Ian Spowart | |
| President and Director | |
| Dated: November 25, 2011 |