-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmKlhRrFmPA/55uGTRkK8ybyuZYU8GYkKRM72mCGAEyupwwz9aiDFZDiJFAH1rPW fs4I4Z3VHQrzeeY1rBsTtA== 0001050502-05-000554.txt : 20051026 0001050502-05-000554.hdr.sgml : 20051026 20051026162021 ACCESSION NUMBER: 0001050502-05-000554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYR ENERGY CORP CENTRAL INDEX KEY: 0001016289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954580642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15511 FILM NUMBER: 051157334 BUSINESS ADDRESS: STREET 1: 1675 BROADWAY STREET 2: STE 2450 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038253748 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2450 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MAR VENTURES INC DATE OF NAME CHANGE: 19960606 8-K 1 pyr8k10-20.txt 8-K 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): October 20, 2005 PYR Energy Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 001-15511 95-4580642 -------- --------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1675 Broadway, Suite 2450, Denver, Colorado 80202 ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 825-3748 Not Applicable ------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 3.02 Unregistered Sales of Equity Securities On October 20, 2005, PYR Energy Corporation (the "Company") announced that it has completed a private offering of an aggregate of 6,275,000 shares of the Company's common stock to a limited number of accredited investors. The issuance of the Shares is exempt pursuant to Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the "Act"), including Rule 506 of Regulation D of the Act, and is being made only to "accredited investors" as that term is defined under the Act. Pursuant to the terms of the private offering, the Company agreed to file, no later than 75 days after the date of the acceptance by the Company of the first subscription to purchase shares in the private offering, a registration statement with the Securities and Exchange Commission to register the resale or other transfer of the Shares by the purchasers under the Act. As more fully described in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission on October 5, 2005 and October 13, 2005, the Company had sold an aggregate of 5,375,000 Shares pursuant to the Private Offering as of October 6, 2005. On October 20, 2005, the Company closed on the sale of an additional 900,000 Shares at a price per Share of $1.30 to a total of seven accredited investors for a total aggregate purchase price of $1,170,000. These purchasers also are entitled to the registration rights described above. The Company is obligated to pay commissions in the form of $102,375 and warrants to purchase 52,500 shares of the Company's common stock in connection with the private offering. The warrants and commissions were paid only with respect to sales made on or after October 6, 2005. The Company anticipates that the proceeds from the Private Offering will be used for oil and gas exploration, development and acquisition activities including drilling both exploration and development prospects, possible shooting and/or acquisition of seismic data, and possible acquisition of undeveloped and/or development acreage and working capital. Item 7.01 Regulation FD Disclosure On October 20, 2005, the Company issued a press release entitled "PYR Energy Completes $8.157 Million Private Equity Placement; Provides Operations Update." The release is attached at Exhibit 99.1 Item 9.01 Financial Statements and Exhibits Exhibits. The following exhibits are filed herewith: 99.1 PYR Energy Completes $8.157 Million Private Equity Placement; Provides Operations Update 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 thereunto duly authorized. Date: October 26, 2005 PYR ENERGY CORPORATION By: /s/ D. Scott Singdahlsen ----------------------------------- D. Scott Singdahlsen Chief Executive Officer and President EX-99.1 2 pyr99-1.txt PRESS RELEASE EXHIBIT 99.1 PYR ENERGY CORPORATION NEWS RELEASE October 20, 2005 PYR ENERGY COMPLETES $8.157 MILLION PRIVATE EQUITY PLACEMENT PROVIDES OPERATIONS UPDATE DENVER - PYR Energy Corporation (AMEX:PYR) today reported an update on Company operations, as well as announced the completion of a Private Equity Placement. The Company has completed a Private Equity Placement which raised $8,157,500 in gross proceeds. The Private Equity Placement consisted of the sale of 6.275 million shares of common stock, priced at $1.30 per share, to a group of institutional and accredited individual investors. Proceeds from the Placement will be used for general corporate purposes and costs associated with PYR's development drilling portfolio. The shares purchased in the Private Placement have not been registered under the Securities Act of 1933, and the Company is required to file a registration statement covering the resale of these shares. At the Mallard prospect, in Uinta County, Wyoming, the #1-30 Duck Federal well has reached total measured depth of approximately 15,110 feet in the Lodgepole Formation. Based on analysis of drilling results, the top of the Mission Canyon was encountered at approximately 13,830 feet with the Main Porosity Zone (`MPZ') being encountered approximately 700 feet high to the field-wide recognized and published gas/water contact (-7382' Z). During drilling, observation of rapid drilling rates, lost circulation zones, and mudlog shows are suggestive of potential reservoir development within the Mission Canyon MPZ. The well is currently being prepared to run open-hole wireline logs to evaluate reservoir development and potential pay. Once all data is collected and analyzed a decision will be made regarding running casing to total depth and attempting a completion of the well. PYR is participating in the well with a 28.75% working interest. The Chism #1 well (Tortuga Grande Prospect) is currently undergoing completion activities. The Company is participating in the completion of the Travis Peak and Rodessa with its 28.57% working interest. Multiple zones of interest in the Travis Peak have been perforated and fracture stimulation operations have commenced. Once the Travis Peak has been adequately evaluated, the Rodessa will be tested. Results from the testing of both zones will be released after adequate flow-back and evaluation. PYR and its partners control approximately 9,800 acres of leasehold in the project. At the Hansford Project in the Texas Panhandle, the Lackey Gas Unit #2 well is anticipated to begin drilling operations within the next week. The Company is participating in the drilling of this PUD location with a 47.16% non-operated working interest. The Company believes that numerous additional PUD locations are present within the project area and anticipates drilling several wells within the next year. At the Wilburton Field in Oklahoma, the Schraff #5-1 well began drilling operations on September 13, 2005 and is currently drilling ahead below 12,000 feet after setting intermediate casing. The Company is participating in the drilling of the well with a 2.42% non-operated working interest. The Scharff #5-1 offsets the Scharff #4-1, which was recently completed, and is currently producing in excess of 25 MMcf per day. Denver based PYR Energy is an independent oil and gas company primarily engaged in the exploration for and the development and production of natural gas and crude oil. At the current time, PYR's activities are focused in select areas of the Rocky Mountain region, East Texas, and the Gulf Coast. Additional information about PYR Energy Corporation can be accessed via the Company's web site at www.pyrenergy.com. # # # This release contains forward-looking statements regarding PYR Energy Corporation's future plans and expected performance based on assumptions the Company believes to be reasonable. A number of risks and uncertainties could cause actual results to differ materially from these statements, including, without limitation, the success rate of exploration efforts and the timeliness of development activities, fluctuations in oil and gas prices, and other risk factors described from time to time in the Company's reports filed with the SEC. In addition, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company's control. This press release includes the opinions of PYR Energy and does not necessarily include the views of any other person or entity. This release may not have been reviewed or approved by the operator and/ or participants in any of the projects discussed. Contact: Scott Singdahlsen, President 1675 Broadway, Suite 2450 Denver, CO 80202 303.825.3748 Fax: 303.825.3768 -----END PRIVACY-ENHANCED MESSAGE-----