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): February 4, 2013
PROPELL TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified
in its charter)
(State or other jurisdiction of
||(Commission File No.)
||(IRS Employer Identification No.)|
305 San Anselmo Avenue, Suite 300, San Anselmo,
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (415) 747-8775
(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))
Item 1.01 Entry
into a Definitive Agreement
On February 4, 2013, Propell Technologies
Group, Inc. (the “Company”) entered into a Share Exchange Agreement with the ten shareholders of Novas Energy (USA),
Inc. (“Novas”) whereby the Company exchanged 100,000,000 of its shares of common stock for all of the issued and outstanding
shares of Novas. After the consummation of the share exchange, Novas became a wholly owned subsidiary of the Company and the shareholders
of Novas were issued shares of the common stock of the Company representing in the aggregate approximately 56% of the outstanding
voting power (including common and preferred shares) of the Company.
Item 2.01 Completion
of Acquisition or Disposition of Assets
As described in Item 1.01 above, on February
4, 2013, the Company entered into the Share Exchange Agreement with the shareholders of Novas. Upon closing of the share exchange,
each of the Novas shareholders exchanged their respective shares of Novas for shares of the Company’s common stock. As a
result 100,000,000 shares of the Company’s common stock were issued to the Novas shareholders and Novas became a wholly owned
subsidiary of the Company.
As of the date of the Share Exchange Agreement,
there were no material relationships between the Company and any of Novas’ respective affiliates, directors or officers
intends to carry on the business of Novas in addition to its current business. Novas has an exclusive license to engage in the
commercial application of a proprietary “Plasma-Pulse Technology” to enhance the recovery of oil and gas in the United
Item 3.02 Unregistered
Sale of Equity Securities
The disclosure in Item 1.01 is incorporated
herein by reference thereto. The offer and issuance of the shares of Common Stock will not be registered under the Securities
Act of 1933 at the time of issuance, and therefore may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. For these issuances, the Company intends to rely on the exemption from federal registration
under Section 4(2) of the Securities Act of 1933, based on the Company’s belief that the offer and sale of the Common Stock
has not and will not involve a public offering as the investors are “accredited investors” as defined under Section
501 promulgated under the Securities Act and no general solicitation has been involved in the offering. The exchange
of the Shares for debt is exempt from registration requirements under Section 3(a)(9) of the Securities Act of 1933.
In addition, on February 1, 2013 the Company issued
an aggregate of 24,837,500 shares of its Common Stock to 16 note holders upon conversion of an aggregate of $496,750 principal
amount of notes held by such noteholders. The exchange of the shares for debt is exempt from registration requirements under
Section 3(a)(9) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
required by this item will be filed by amendment to this report no later than 71 calendar days after the date this Current Report
must be filed.
(b) Pro Forma Financial Information (Unaudited).
Pro Forma Financial
Information required by this item will be filed by amendment to this report no later than 71 calendar days after the date this
Current Report must be filed.
||Share Exchange Agreement by and between the Company and Novas Energy (USA), Inc. dated February 4, 2013|
||Press Release dated February 4, 2013.|
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.
||PROPELL TECHNOLOGIES GROUP, INC.|
|Date: February 4, 2013
||/s/ Edward Bernstein|
||Name: Edward Bernstein|
||Title: Chief Executive Officer|
||Share Exchange Agreement by and between the Company and Novas Energy (USA), Inc. dated January 31, 2013|
||Press Release dated February 4, 2013.|