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 September 2010
Commission
File No. 0-53646
Eagleford
Energy Inc.
1 King
Street West, Suite 1505
Toronto,
Ontario, Canada M5H 1A1
(Address of principal executive office)
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 September 13,
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: September
14, 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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June 11,
2010 and 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 September 8, 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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The 10% Zavala County, Texas
Interest
On June
11 , 2010 the Company acquired from an arms length party a 10% working interest
(7.5% net revenue interest) before payout and a 7.5% working interest (5.625%
net revenue interest) after payout in approximately 2,629 gross acres of land in
Zavala County, Texas for consideration of USD $200,000. The acquisition had
closed in escrow pending receipt of Defensible Title to the Assets.
The Dyami Energy LLC
Acquisition
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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The 10% Zavala County,
Texas Interest
On June
14, 2010, the Company announced that on June 11, 2010 it acquired a 10% working
interest (7.5% net revenue interest) before payout and a 7.5% working interest
(5.625% net revenue interest) after payout of production of the sum of
$15,000,000 gross in approximately 2,629 gross acres of land in Zavala County,
Texas (the “10% Interest”) which had closed in escrow pending Defensible Title
(see Material Change Report dated June 15, 2010). Defensible title to the 10%
Interest was received and on August 31, 2010 the Company completed the
acquisition.
The
Company paid USD $200,000 as consideration for the 10% Zavala County Interest,
satisfied by the payment of $25,000 in cash and a $175,000, 5% secured
promissory note paid on closing (the “Note”).
Under the
terms of the Note, the principal sum of $100,000 was due on December 31, 2010,
and the balance of principal of $75,000 together with any unpaid interest was
due on June 30, 2011, however the parties agreed to modify the payment due dates
of the Note as follows: $100,000 of principal
together with all accrued interest is due and payable on February 28, 2011 and
$75,000 of principal together with all accrued interest is due and payable on
August 31, 2011. The Company may, in its sole discretion, prepay any portion of
the principal amount. The note is secured by the 10% Interest.
The Dyami Energy LLC
Acquisition
On August
23, 2010 the Company announced that it had 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
(see Material Change Report dated August 25, 2010). The acquisition of Dyami
Energy was completed on August 31, 2010.
As
consideration for the acquisition, the Eagleford Energy issued 3,418,467 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 assumed US$960,000 of Dyami
Energy debt by way of a secured promissory note (the “Secured 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 on or before August 31, 2014 (the “Units”). The Secured 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 entered into lock up/escrow agreements on closing. The
members of Dyami Energy placed into escrow 50% of the Units (1,709,234 common
shares and 854,617 purchase warrants) 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. In addition without Eagleford Energy’s
prior written consent, the members of Dyami Energy may not offer, sell, contract
to sell, grant any option to purchase, hypothecate, pledge, transfer title to or
otherwise dispose of any of the Units during the period commencing on August
31, 2010 and ending on August 31, 2011 (the “Lock-Up Period”). During the
Lock-Up Period, the members of the Company may not effect or agree to effect any
short sale or certain related transactions with respect to the Eagleford
Energy’s common shares.
In
connection with the acquisition, the Company through Dyami
Energy entered 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’ Energy’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:
2
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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 | |||
(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”).
Upon
closing the 10% Zavala County Interest and the Dyami Energy acquisition, the
Company’s Zavala County, Texas mineral property interests include a 85% working
interest before payout (69% working interest after payout) in the Matthews Lease
comprising approximately 2,629 gross acres of land and working interests ranging
from 90% to 97% in the Murphy Lease comprising approximately 2,637 gross
acres.
After
giving effect to the issuance of 3.4 million shares associated with acquisition
of Dyami Energy there are approximately 29.7 million shares issued and
outstanding in the capital of the Company.
3
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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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September
10, 2010
4
EAGLEFORD
ENERGY INC.
FOR
IMMEDIATE RELEASE
Eagleford Energy Closes
Zavala County Acquisitions
Toronto, September 8, 2010 –
Eagleford Energy Inc. (OTCBB “EFRDF”) (“Eagleford Energy” or the "Company”),
announces that on August 31, 2010 it closed the acquisition of Dyami
Energy LLC a Texas limited liability corporation (“Dyami Energy”) with mineral
interests in two acreage blocks in Zavala County, Texas (the “Dyami
Acquisition”). At closing, Eagleford Energy issued 3,418,467 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 assumed US$960,000 of Dyami Energy debt
by way of a 6% secured promissory note payable. Each unit is comprised of one
common share and one-half a purchase warrant. Each full warrant is exercisable
into one additional common share at US$1.00 per share on or before August 31,
2014.
In
addition, on August 31, 2010 the Company completed its previously announced June
14, 2010 acquisition which had closed in escrow. The Company acquired a 10%
working interest before payout and a 7.5% working interest after payout in a
mineral lease comprising approximately 2,629 gross acres of land in Zavala
County, Texas for consideration of USD $200,000, satisfied by $25,000 paid in
cash and a $175,000, 5% secured promissory note (the “Note”). The parties agreed
to modify the Note payment due dates as follows: $100,000 of principal together
with all accrued interest is due and payable on February 28, 2011 and $75,000 of
principal together with all accrued interest is due and payable on August 31,
2011.
Giving
effect to the Dyami Acquisition, the Company’s Zavala County, Texas mineral
property interests include a 85% working interest before payout (69% working
interest after payout) in the Matthews Lease comprising approximately 2,629
gross acres of land and working interests ranging from 90% to 97% in the Murphy
Lease comprising approximately 2,637 gross acres (collectively “the
Leases”).
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 are excited by the potential
for hydrocarbon production from our existing acreage blocks. Both leases
are in prime areas of the Eagle Ford Shale oil window as indicated by the
recent results of Petrohawk’s (Petrohawk Energy Corporation NYSE: HK) announced
355 barrels a day Mustang Ranch “C” #1H well southwest of our Matthews Lease and
Chesapeake’s (Chesapeake Energy Corporation NYSE: CHK) recently announced
initial production of 930 barrels a day from its Traylor North 1-H well,
located southwest of our Murphy Lease. The successes of the majors in
neighbouring leases and the blanket nature of the Eagle Ford Shale support our
own data and correlative logs indicating we are on track to have our own
successes. We are also looking forward to expanding the play by testing
the Edwards formation below the Eagle Ford and analyzing fresh data on a heavy
oil field found on our Matthews Lease, where prior engineering studies delineate
approximately 150 million barrels of heavy oil in several San Miguel stacked
sands.”
There are
approximately 29.7 million shares issued and outstanding in the capital of the
Company after giving effect to the issuance of shares associated with closing
the Dyami Acquisition of which 1.7 million are held in escrow pending
confirmation of 100,000 barrels of oil or natural gas equivalent of proven
reserves on the Murphy Lease or below the San Miguel formation on the Mathews
Lease.
5
For
further information, please contact:
Eagleford
Energy Inc.
Investor
Relations
Telephone:
877-723-5542
Facsimile:
416 364-8244
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.
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.
6