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) February 15, 2016
NATION ENERGY INC.
(Exact name of registrant as specified in its charter)
Wyoming
(State or other jurisdiction of incorporation)
000-30193
(Commission File Number)
59-2887569
(IRS Employer Identification No.)
Suite F – 1500 West 16th Avenue, Vancouver, BC V6J 2L6 Canada
(Address of principal executive offices and Zip Code)
604.331.3399
Registrant's telephone number, including area code
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:
[ ] 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 Material Definitive Agreement.
On February 15, 2016, Nation Energy Inc. (“Nation”) and Paltar Petroleum Limited (“Paltar”) entered into a Second Amendment effective February 8, 2016 (the “Second Amendment”) to the Third Amended and Restated Agreement dated August 30, 2015 between the parties, as amended by that First Amendment to Third Amended and Restated Agreement effective December 17, 2015 (the “Third Amended Agreement”). The Second Amendment extends certain deadlines for certain actions set forth in the Third Amended Agreement.
The Second Amendment moved the deadlines listed on Items 3 (Nation issuing common shares under certain circumstances to Paltar), 11 (establishment of an escrow agreement and escrow agent for the Earning Agreement Shares), and 18(b) (registration of common stock upon certain events) of the Third Amended Agreement from February 9, 2016 to February 19, 2016.
The Second Amendment also moved the deadline listed on Item 18(d) of the Third Amended Agreement (delivery of Paltar audited financial statements to Nation) from February 8, 2016 to February 18, 2016.
On February 16, 2016, Paltar and Nation Energy (Australia) Pty Ltd. (“Nation Australia”) executed a document to be effective as of February 8, 2016 to amend the six Earning Agreements executed between the parties dated August 30, 2015 (the “Earning Agreements”) to provide for an increase in the time frame for the issuance of the Share Consideration in each of the six Earning Agreements. The six Earning Agreements are referenced in the Third Amended and Restated Agreement and regard Exploration Permits 136, 143, 231, 232, 234, and 237 issued by the Northern Territory of Australia. Each of the six Earning Agreements referenced in the document were amended to state that on February 19, 2016, Nation would issue 600,000,000 of its common shares to Paltar. Paltar agreed to certain restrictions regarding the transfer of the shares which are defined in the amendment to the Third Amended Agreement.
On February 16, 2016, Officer Petroleum Pty Ltd (“Officer”) and Nation Australia executed a document to be effective as of February 8, 2016 to amend the EP 468 Earning Agreement dated August 30, 2015 (the “EP 468 Agreement”) to provide for an increase in the time frame for the issuance of the Share Consideration in the EP 468 Agreement. The EP 468 Agreement is referenced in the Third Amended and Restated Agreement and regards Exploration Permit 468 issued by the Government of Western Australia. The EP 468 Agreement referenced in the document was amended to state that on February 19, 2016, Nation would issue 600,000,000 of its common shares to Officer’s corporate parent, Paltar. Paltar has agreed to certain restrictions regarding the transfer of shares which are defined in the Third Amended Agreement, as amended.
On February 14, 2016, Nation and Paltar executed a document to be effective as of February 12, 2016 to amend the Option Agreement executed between the parties dated August 30, 2015 (the “Option Agreement”) to provide for a change in the purchase price for the assets subject to the option, from AUD$10,000,000 to 300,000,000 shares of common stock of Nation. Payment of the purchase price is contingent on the satisfaction of certain conditions, including but not limited to Nation’s decision, in its sole discretion, to exercise the option provided to Nation in the Option Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 1.01, Nation and Paltar amended the Option Agreement effective February 12, 2016 to change the purchase price payable to Paltar from AUD$10,000,000 to 300,000,000 shares of common stock of Nation. The issuance of the 300,000,000 shares to Paltar is contingent on the satisfaction of certain conditions, including but not limited to Nation’s decision, in its sole discretion, to exercise the option provided to Nation in the Option Agreement.
Item 9.01 Financial Statements and Exhibits.
10.1 Second Amendment to Third Amended and Restated Agreement dated effective February 8, 2016 between Nation Energy Inc. and Paltar Petroleum Limited.
10.2 Second Amendment to EP 468 Earning Agreement dated effective February 8, 2016 between Officer Petroleum Pty Ltd and Nation Energy (Australia) Pty Ltd.
10.3 Second Master Amendment to Six Earning Agreements dated effective February 8, 2016 between Paltar Petroleum Limited and Nation Energy (Australia) Pty Ltd.
10.4 Amendment to Option Agreement dated effective February 12, 2016 between Nation Energy Inc. and Paltar Petroleum Limited.
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.
NATION ENERGY INC.
/s/ Carmen J. Lotito
By: Carmen J. Lotito
Vice President
Date: February 16, 2016
NATION ENERGY INC.
Suite F - 1500 West 16th Avenue
Vancouver BC V6H 4B9 Canada
February 8, 2016
TO:
Paltar Petroleum Limited
1555 Blake Street, Suite 1002
Denver, Colorado 80202
Attention:
Mr. Marc A. Bruner
Dear Sirs:
RE:
Second Amendment to Third Amended and Restated Agreement
By this letter, effective as of February 8, 2016, Nation Energy Inc. (“Nation”) and Paltar Petroleum Limited (“Paltar”) amend their Third Amended and Restated Agreement dated August 30, 2015 and amended by the First Amendment Third Amended and Restated Agreement dated effective December 17, 2015 (as amended the “Agreement”), principally to extend the time allowed for certain actions contemplated in the Agreement. Capitalized terms not specifically defined in this Second Amendment to Third Amended and Restated Agreement (the “Amendment”) shall have the meaning accorded them in the Agreement. All dollar amounts in this Agreement are expressed in Australian dollars. Marc A. Bruner (“Bruner”) and John R. Hislop (“Hislop”), as major shareholders (indirectly or directly) of Paltar and Nation, respectively, agree to the terms of this Amendment.
Nation and Paltar amend the Agreement as follows:
1.
All references to February 9, 2016 in items 3, 11, and 18(b) of the Agreement are hereby amended to February 19, 2016.
2.
All reference to February 8, 2016 in item 18(d) of the Agreement is hereby amended to February 18, 2016.
No changes or amendments other than those expressly set forth above are being made in the Agreement. Nation and Paltar confirm and ratify the validity and current effectiveness of the Agreement, as amended by this Amendment.
[Remainder of page intentionally left blank]
If the foregoing correctly sets out our agreed amendments, please execute this letter in the space provided.
NATION ENERGY INC.
PALTAR PETROLEUM LIMITED
Per:
/s/ Carmen J. Lotito
Per:
/s/ Marc A. Bruner
Authorized Signatory
Carmen J. Lotito, Vice President
Authorized Signatory
AGREED TO AND ACCEPTED,
)
/s/ Zachary M. Bruner
)
Witness Signature
)
)
Zachary M. Bruner
)
/s/ Marc A. Bruner
Name
)
MARC A. BRUNER
)
Blavenweg 29, Metzerlen,
)
Switzerland 4116
)
Address
)
)
)
)
Witness Signature
)
)
)
Name
)
JOHN R. HISLOP
)
)
Address
)
SECOND AMENDMENT TO EP 468 EARNING AGREEMENT
Dated effective 8 February 2016
Parties
Officer Petroleum Pty Ltd (ACN 142 330 738) of Level 10, 32 Martin Place, Sydney,
New South Wales 2000 (Officer)
and
Nation Energy (Australia) Pty Ltd (ACN 606 533 046) of RPO Box 60610, Granville Park,
Vancouver, British Columbia V6H 4B9 (Nation)
Background
A.
Officer and Nation are parties to the EP 468 Earning Agreement (Earning Agreement) dated 30 August 2015, and amended on 17 December 2015, relating to petroleum Exploration Permit 468 issued by the Government of Western Australia.
B.
The Parties enter into this Agreement to enlarge the time afforded for issuance of the Share Consideration.
Operative provisions
1.
The Amendments
1.1
Clause 2.1 of the Earning Agreement is amended to read:
Nation Energy Inc., a Wyoming corporation, has agreed to issue on February 19, 2016, 600,000,000 of its common shares (the Share Consideration) to Officer’s corporate parent, Paltar Petroleum Limited (ACN 149 987 459) (Paltar), and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (as amended on 17 December 2015 and 8 February 2016, the Letter Agreement).
2.
General
2.1
No Other Amendments
No amendments or changes are intended in any of the Earning Agreements, except as expressly set forth above.
2.2
Ratification
Nation and Paltar confirm and ratify the Earning Agreements, as amended herein, and agree that each Earning Agreement is valid and in full force and effect.
2
Executed by Officer Petroleum Pty Ltd (ACN 142 330 738) in accordance with section 127 of the Corporations Act by authority of its directors: /s/ Nick Tropea |
| /s/ Darrel Causbrook |
Secretary Nick Tropea |
| Director Darrel Causbrook |
Print name |
| Print name |
Executed by Nation Energy (Australia) Pty Ltd (ACN 606 533 046) in accordance with section 127 of the Corporations Act by authority of its directors: /s/ Darrel Causbrook |
| /s/ Carmen J. Lotito |
Director Darrel Causbrook |
| Vice President Carmen J. Lotito |
Print name |
| Print name |
SECOND MASTER AMENDMENT TO SIX EARNING AGREEMENTS
Dated effective 8 February 2016
Parties
Paltar Petroleum Limited (ACN 149 987 459) of Level 10, 32 Martin Place, Sydney,
New South Wales 2000 (Paltar)
and
Nation Energy (Australia) Pty Ltd (ACN 606 533 046) of RPO Box 60610, Granville Park,
Vancouver, British Columbia V6H 4B9 (Nation)
Background
A.
Paltar and Nation are parties to six Earning Agreements (Earning Agreements), each dated 30 August 2015 and amended on 17 December 2015, relating to petroleum Exploration Permits 136, 143, 231, 232, 234 and 237 issued by the Northern Territory.
B.
The Parties enter into this Agreement to enlarge the time afforded for issuance of the Share Consideration.
Operative provisions
1.
The Amendments
1.1
Clause 2.1 of each Earning Agreement is amended to read:
Nation Energy Inc., a Wyoming corporation, has agreed to issue on February 19, 2016, 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (as amended on 17 December 2015 and 8 February 2016, the Letter Agreement).
2.
General
2.1
No Other Amendments
No amendments or changes are intended in any of the Earning Agreements, except as expressly set forth above.
2.2
Ratification
Nation and Paltar confirm and ratify the Earning Agreements, as amended herein, and agree that each Earning Agreement is valid and in full force and effect.
2
Executed by Paltar Petroleum Limited (ACN 149 987 459) in accordance with section 127 of the Corporations Act by authority of its directors: /s/ Nick Tropea |
| /s/ Darrel Causbrook |
Secretary Nick Tropea |
| Director Darrel Causbrook |
Print name |
| Print name |
Executed by Nation Energy (Australia) Pty Ltd (ACN 606 533 046) in accordance with section 127 of the Corporations Act by authority of its directors: /s/ Darrel Causbrook |
| /s/ Carmen J. Lotito |
Director Darrel Causbrook |
| Vice President Carmen J. Lotito |
Print name |
| Print name |
NATION ENERGY INC.
Suite F - 1500 West 16th Avenue
Vancouver BC V6H 4B9 Canada
February 12, 2016
TO:
Paltar Petroleum Limited
Level 10
32 Martin Place
Sydney NSW Australia 2000
Attention:
Mr. Marc A. Bruner
Dear Sirs:
RE:
Amendment to Option Agreement
By this letter, effective as of February 12, 2016, Nation Energy Inc. (“Nation”) and Paltar Petroleum Limited (“Paltar”) amend their Option Agreement dated August 30, 2015 (the “Agreement”), principally to allow for the payment by Nation of the Purchase Price in shares of common stock of Nation. Capitalized terms not specifically defined in this Amendment to Option Agreement (the “Amendment”) shall have the meaning accorded them in the Agreement.
Nation and Paltar amend the Agreement as follows:
1.
Section 2 of the Agreement is hereby amended and restated in its entirety as follows:
2.
Purchase Price. If, following the FATA Approval Date, if any, Nation chooses to exercise the Option pursuant to Section 5, the purchase price for all of the Assets to be paid at the Closing (the “Purchase Price”) shall be 300,000,000 shares of common stock of Nation (exclusive of GST (as defined below)), with such shares to be “restricted securities” pursuant to the rules and regulations of the United States Securities and Exchange Commission.
No changes or amendments other than those expressly set forth above are being made in the Agreement. Nation and Paltar confirm and ratify the validity and current effectiveness of the Agreement, as amended by this Amendment.
[Remainder of page intentionally left blank]
If the foregoing correctly sets out our agreed amendments, please execute this letter in the space provided.
NATION ENERGY INC.
PALTAR PETROLEUM LIMITED
By:
/s/ David N. Siegel
By:
/s/ Darrel Causbrook
Name:
David N. Siegel
Name: Darrel Causbrook
Title:
Chairman
Title: Director
By:
/s/ Nick Tropea
Name: Nick Tropea
Title: Secretary