6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a – 16 OR 15d – 16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of August 2010
Commission
File No. 0-53646
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Eagleford
Energy Inc.
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(Registrant’s
name)
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1 King
Street West, Suite 1505
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Toronto,
Ontario, Canada M5H 1A1
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(Address
of principal executive
office)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40F
Form 20-F
x Form
40-F ¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
TABLE
OF CONTENTS
1. Material
Change Report of Registrant as filed on SEDAR on August 25, 2010.
2. Press
Release of Registrant dated August 23, 2010 as filed on SEDAR on August 24,
2010.
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 thereunto
duly authorized.
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Dated: August
25, 2010
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EAGLEFORD
ENERGY INC.
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By:
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/s/ James
Cassina
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Name: James
Cassina
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Title: President
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2
ITEM 1
FORM
51-102F3
MATERIAL
CHANGE REPORT
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Item
1.
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Name
and Address of Company
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Eagleford
Energy Inc. (Formerly: Eugenic Corp.) (“Eagleford” or the "Company")
Suite
1505, 1 King Street West,
Toronto,
Ontario, M5H 1A1
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Item
2.
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Date
of Material Change
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August
23, 2010
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Item
3.
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News
Release
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Press
release issued by the Company on August 23, 2010 and disseminated in North
America using a Canadian news wire service.
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Item
4.
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Summary
of Material Change
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On August
23, 2010 the Company entered into an acquisition agreement to acquire all of the
issued and outstanding membership interests of Dyami Energy LLC a Texas limited
liability Company (“Dyami Energy”).
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Item
5.
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Full
Description of Material Change
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On August
23, 2010 the Company entered into an acquisition agreement dated August 10, 2010
among Dyami Energy and the Members of Dyami Energy to acquire all of the issued
and outstanding membership interests of Dyami Energy.
As
consideration for the acquisition, the Company will issue US$3,140,000 of units
of the Company at US$0.90 per unit in exchange for 100% of the issued and
outstanding membership interests of Dyami Energy and assume US$960,000 of Dyami
Energy debt by way of a secured promissory note (the “Note”). Each unit is to be
comprised of one common share and one-half a purchase warrant (the “Units”).
Each full warrant is exercisable into one additional common share at US$1.00 per
share for a period of four years from the date of issuance (the “Units”). The
number of Units to be issued is subject to certain working capital adjustments
at closing. The Note bears interest at 6% per annum, is secured by the Leases
and is payable on December 31, 2011 or upon the Company closing a financing or
series of financings in excess of US$4,500,000.
The
members of Dyami Energy will enter into a lock up agreement placing into escrow
50% of the Units issued on closing until such time that Company receives a
National Instrument 51-101 compliant report from an independent engineering
firm indicating at least 100,000 boe of proven reserves on either the Murphy
Lease or any formation below the San Miguel on the Matthews Lease (the
“Report”). In the event the Report is not received by the Company
within two years of the closing date of the acquisition, the escrow units are
returned to the Company for cancellation.
3
In
connection with the acquisition, the Company through Dyami
Energy will enter into a one year employment agreement with Eric
Johnson under which (i) Eric Johnson will work for Dyami Energy in the capacity
of Vice President of Operations; (ii) Eric Johnson will receive an annual salary
of US$75,000 for the first year, such salary to accrue until it can be paid
monthly from Dyami’s available cash reserves; and (iii) Eric Johnson will
receive 850,000 common share purchase warrants, exercisable on an earn-out
basis, for the purchase of 850,000 common shares of Eagleford at a price of
US$1.00 per share during a period of five years from the date of issuance as
follows:
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Event
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Number of
Warrants Earned
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Enhanced
Oil Recovery Pilot Project Commencement(1)
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100,000
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$10,000,000
in Gross Sales(2)
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100,000
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$25,000,000
in Gross Sales(2)
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100,000
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$100,000,000
in Gross Sales(2)
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100,000
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$250,000,000
in Gross Sales(2)
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100,000
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$500,000,000
in Gross Sales(2)
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100,000
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Enhanced
Oil Recovery Phase 2 Project Commencement(3)
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250,000
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(1) Refers
to the commencement of an enhanced oil recovery system on the Matthews Lease
resulting in the production of oil from the San Miguel formation from a
configuration of 3 wells or more through an injection operation utilizing hot
water, steam, nitrogen, or other such enhanced oil recovery system (the EOR
Pilot Project) while Eric Johnson is an employee of the Dyami
Energy.
(2) Refers
to revenues generated from oil or gas produced on the Matthews Lease and Murphy
Lease while Eric Johnson is an employee of the Dyami Energy.
(3) Refers
to the production of oil from the San Miguel formation from an expansion of the
EOR Pilot Project on the Matthews Lease that results in the production of oil at
a rate of no less than 500 barrels a day net to Dyami Energy and continues at
such rate of production for no less than 180 consecutive days while Eric Johnson
is a full time employee of Dyami Energy.
The
assets of Dyami Energy include a 75% working interest (56.25% net revenue
interest after royalties) before payout which reduces to a 61.50% working
interest (46.125% net revenue interest after royalties) after payout of
$12,500,000 of production in a lease comprising approximately 2,629 gross acres
of land in Zavala County, Texas (the “Matthews Lease”) and working interests
ranging from 90% to 97% (net revenue interests after royalties ranging from
67.5% to 72.75%) in a lease comprising approximately 2,637 gross acres of land
in Zavala County, Texas (the “Murphy Lease”) (collectively “the
Leases”).
Prior to
closing the acquisition, Dyami Energy must satisfy the Company that Dyami Energy
has either commenced or is prepared to commence operations to drill a test well
on the Matthews Lease in compliance with its obligations under the Matthews
Lease.
4
The
acquisition is scheduled to be closed by August 31, 2010 subject to satisfaction
of all conditions precedent.
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Item
6.
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Reliance
on sub-section 7.1(2) of National Instrument
51-102
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Not
Applicable.
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Item
7.
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Omitted
Information
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No
information has been omitted from this material change report.
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Item
8.
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Executive
Officer
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The
following executive officer of the Company is knowledgeable about the material
change and the Report and may be contacted by the Commission as
follows:
James
Cassina, President
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Telephone:
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416
364-4039
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Facsimile:
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416
364-8244
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Item
9.
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Date
of Report
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August
25, 2010
5
ITEM 2
EAGLEFORD
ENERGY INC.
FOR
IMMEDIATE RELEASE
Eagleford Energy Acquires
Additional Eagle Ford Shale Acreage
Toronto, August 23, 2010 –
Eagleford Energy Inc. (OTCBB “EFRDF”) (“Eagleford Energy” or the "Company”),
announces that it has entered into an agreement to acquire Dyami Energy LLC a
Texas limited liability corporation (“Dyami Energy”) at a transaction value of
US$4.1 million (the “Transaction”). As consideration for the
Transaction Eagleford Energy agreed to issue US$3,140,000 of units of the
Company at US$0.90 per unit in exchange for 100% of the issued and outstanding
membership interests of Dyami Energy and assume US$960,000 of Dyami Energy debt
by way of a secured promissory note (the Note). Each unit is to be
comprised of one common share and one-half a purchase warrant (the “Units”).
Each full warrant is exercisable into one additional common share at US$1.00 per
share for a period of four years from the date of issuance (the “Units”). The
number of Units to be issued is subject to certain working capital adjustments
at closing. The Note bears interest at 6% per annum, is secured by the leases
(as defined below) and is payable on December 31, 2011 or upon the Company
closing a financing or series of financings in excess of
US$4,500,000.
The
assets of Dyami Energy include a 75% working interest (56.25% net revenue
interest after royalties) before payout which reduces to a 61.50% working
interest (46.125% net revenue interest after royalties) after payout of
$12,500,000 of production in a lease comprising approximately 2,629 gross acres
of land in Zavala County, Texas (the “Matthews Lease”) and working interests
ranging from 90% to 97% (net revenue interests after royalties ranging from
67.5% to 72.75%) in a lease comprising approximately 2,637 gross acres of land
in Zavala County, Texas (the “Murphy Lease”) (collectively “the Leases”).
Eagleford Energy previously announced the acquisition of a 10% working interest
(7.5% net revenue interest after royalties) before pay out which reduces to a
7.5% working interest (5.625% net revenue interest after royalties) after payout
of $15,000,000 of production in the Matthews Lease.
The
Leases are located in Zavala County which is part of the Maverick Basin of
Southwest Texas and downdip from the United States Geological Studies north
boundary of the Smackover-Austin-Eagle Ford total petroleum
system. Eric Johnson, VP Operations at Dyami Energy stated, “We
believe that both the Matthews Lease and the Murphy Lease are highly prospective
for hydrocarbons in the Eagle Ford shale formation as well as other
formations. The Matthews Lease is surrounded by Petrohawk’s
(Petrohawk Energy Corporation NYSE: HK) Red Hawk block where Petrohawk has
recently announced initial production of 355 barrels a day of oil from a
horizontal well drilled on its Mustang Ranch “C” #1H location. The Murphy lease
is approximately 11 miles northeast of Chesapeake’s (Chesapeake Energy
Corporation NYSE: CHK) recently announced initial production of 930 barrels a
day from its Traylor North 1-H well.” Johnson further stated, “We
have logs that show 380 feet of Upper and Lower Eagle Ford shale on our Matthews
Lease of which approximately 160 feet is the organically richer lower Eagle
Ford. Also, previous engineering reports indicate that the San Miguel
formation contains 70 million barrels of heavy oil in the San Miguel D Sands and
another 80 million barrels of heavy oil in the San Miguel A,B,C, Sands all
within the bounds of our Matthews Lease.”
Prior to
closing the acquisition, Dyami Energy must satisfy Eagleford Energy that Dyami
Energy has either commenced or is prepared to commence operations to drill a
test well on the Matthews Lease in compliance with its obligations under the
Matthews Lease.
The
Transaction is scheduled to be closed by August 31, 2010 subject to satisfaction
of all conditions precedent.
1
At
present there are approximately 26.3 million shares issued and outstanding in
the capital of the Company prior to the issuance of any shares associated with
the closing of the Transaction.
About Eagleford Energy
Inc.
Eagleford
Energy Inc. is a growth orientated oil and gas company with a focus on growing
hydrocarbon reserves, cash flow, and net asset value per share through
exploration and production of mineral properties in South Texas. The Company is
actively pursuing leases and drilling opportunities in Texas and throughout the
region with a primary objective of obtaining high-demand Eagle Ford Shale
acreage for follow up exploration and production.
For
further information, please contact:
Eagleford
Energy Inc.
Investor
Relations
Telephone:
877-723-5542
Facsimile:
416 364-8244
Certain
information regarding the Company in this news release may constitute
forward-looking statements under applicable securities laws. The forward-looking
information includes, without limitation, projections or estimates made by us
and our management in connection with our business operations. Various
assumptions were used in drawing the conclusions or making the forecasts and
projections contained in the forward-looking information contained in this press
release, which assumptions are based on management analysis of historical
trends, experience, current conditions and expected future developments
pertaining to the Company and the industry in which it operates as well as
certain assumptions as specifically outlined in the release above.
Forward-looking information is based on current expectations, estimates and
projections that involve a number of risks, which could cause actual results to
vary and in some instances to differ materially from those anticipated by the
Company and described in the forward-looking information contained in this press
release. Undue reliance should not be placed on forward-looking
information, which is not a guarantee of performance and is subject to a number
of risks or uncertainties. Readers are cautioned that the foregoing list
of risk factors is not exhaustive. Forward-looking information is based on
the estimates and opinions of the Company’s management at the time the
information is released and the Company disclaims any intent or obligation to
update publicly any such forward-looking information, whether as a result of new
information, future events or otherwise, other than as expressly required by
applicable securities laws.
2