-----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, RDTcrjvi2HsgwTNJZcXH4VZQTueKwa9IPlOc5wCi6cxTXgI8Y5wR5JwuaOI71OaI EOrO8xpcQwC8q+pxhN4nfw== 0001085037-06-002408.txt : 20061205 0001085037-06-002408.hdr.sgml : 20061205 20061205160038 ACCESSION NUMBER: 0001085037-06-002408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061205 DATE AS OF CHANGE: 20061205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATION ENERGY INC CENTRAL INDEX KEY: 0001081183 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 592887569 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30193 FILM NUMBER: 061257459 BUSINESS ADDRESS: STREET 1: 609 WEST HASTINGS STREET STREET 2: SUITE 1100 CITY: VANCOUVER STATE: A1 ZIP: V6B 4W4 BUSINESS PHONE: (800) 400-3969 MAIL ADDRESS: STREET 1: 609 WEST HASTINGS STREET STREET 2: SUITE 1100 CITY: VANCOUVER STATE: A1 ZIP: V6B 4W4 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENERGY INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: EXCALIBUR CONTRACTING INC DATE OF NAME CHANGE: 20000329 8-K 1 form8k.htm FORM 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) November 30, 2006

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 1100 - 609 West Hastings Street, Vancouver, British Columbia, Canada V6B 4W4

(Address of principal executive offices and Zip Code)

800.400.3969

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 November 30, 2006, the Registrant announced that it has entered into a letter of intent with Netco Energy Inc. whereby Netco Energy Inc. may earn 60% of the Registrant's interest in the new 1-16-59-2W6 test well and the land – Section 16, TWP 59, Rge 2 W6M – on which the well is located, all in the Bolton area of Alberta.

Under the terms of the agreement, Netco Energy Inc. will earn 60% of the Registrant's 15% interest by funding the Registrant’s share of related drilling and development costs, estimated to be approximately $714,225. Netco Energy Inc. will earn a 9% interest, after payout, in the test well. In addition, the Registrant has agreed to dedicate 100% of its share of production revenues from any and all existing wells in which it currently has an interest anywhere in the Bolton area of Alberta, including the test well and the section of land where the test well is located, net of royalty

 

 



 

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lease operating expenses, and administrative expenses, current and future, to Netco Energy Inc. until such time that Netco Energy Inc. recoups 100% of its capital associated with the test well.

Item 9.01. Financial Statements and Exhibits.

10.1

Agreement dated November 29, 2006 with Netco Energy Inc.

99.1

News Release issued by the Registrant on November 30, 2006.

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.

 

By: /s/ John R. Hislop

John R. Hislop

President, Chief Executive Officer, Secretary,

Chief Financial Officer, and Director

Date: December 5, 2006

 

 

 

 

 

EX-10 2 ex10-1.htm EXHIBIT 10.1

Nation Energy Inc.

1100, 609 West Hastings St.

Vancouver, BC

V6B 4W4

 

November 29, 2006

 

Netco Energy Inc.

1100, 609 West Hastings St.

Vancouver, BC

V6B 4W4

 

Attention:

Mr. Gordon Nielsen, President

 

Re:

Farmin Agreement

 

Section 16; Twp 59, Rge 2 W6M

 

Boltan Area, Alberta

 

 

Dear Sirs:

 

Nation Energy Inc. (“Nation”) proposes to enter into a farmin agreement with Netco Energy Inc. or a subsidiary or affiliate of Netco Energy Inc. to be designated ("Netco") whereby Netco will earn 60% of Nation’s 15% working interest (“Nation’s Interest”) in a test well and Section 16; Twp 59, Rge 2 W6M (the “Boltan Section”) located in the Boltan area of Alberta.

 

The terms of the farmin would be substantially as follows, subject to the negotiation and execution of a formal agreement and regulatory approval:

 

 

Netco will bear 100 % of Nation’s 15% share of the capital costs relating to the drilling and development of the 1-16-59-2-W6M test well (the “Test Well”) located on the Boltan Section.

 

 

Netco will advance to Nation 100 % of Nation’s 15% share of the capital costs relating to the drilling and development of the Test Well to enable Nation to comply with cash calls and invoiced joint interest billings relating to drilling and development operations at the Test Well.

 

 

Netco will earn 100% of Nation’s Interest before payout and 60% of Nation’s Interest after payout (15% before payout and 9% after payout interest on 8/8ths basis) in the Test Well and the Boltan Section.

 

 

Nation will dedicate 100% of Nation’s share of production revenues from any and all existing wells in which Nation has an interest anywhere in the Boltan area of Alberta, including the Boltan Section, net of royalty lease operating expenses, and administrative expenses, current and future, to Netco until such time that Netco recoups 100% of any and all capital and lease operating expenses associated with the Test Well.

 

 

 



 

 

If these terms are acceptable to Netco, please execute the enclosed copy of this letter and return the same to us. Upon our receipt, we will instruct our attorneys to begin the process of drafting a formal agreement incorporating these terms and such other terms as are commercially reasonable for a transaction of this nature. We agree that this letter of intent will be binding on both parties, subject to regulatory approval.

Notwithstanding the foregoing, nothing in this binding letter of intent will prevent Nation from assigning any or all of its interests in the Boltan Area to its wholly owned subsidiary, 963639 Alberta Ltd., so long as 963639 Alberta Ltd. agrees to be bound by the terms of this letter of intent.

Sincerely,

 

NATION ENERGY INC.

 

 

By:

/s/ John R. Hislop

 

 

John Hislop
President

 

Agreed to and accepted this 29th day of November, 2006 by:

 

NETCO ENERGY INC.

 

By:         /s/ Gordon Nielsen                    

 

Gordon Nielsen, President

 

 

CW969385.2

 

 

 

EX-99 3 ex99-1.htm EXHIBIT 99.1

NATION ENERGY INC.

11th Floor, 609 West Hastings Street

Vancouver, BC V6B 4W4

Telephone: (800) 400-3969

Facsimile: (604) 688-4712

 

Nation Energy Inc. Farms-out Interest at Boltan

VANCOUVER, November 30, 2006 – Nation Energy Inc. (“Nation”) (OTCBB: NEGY) announces that it has entered into a letter of intent with Netco Energy Inc. (“Netco”) whereby Netco may earn 60% of Nation’s interest in the new 1-16-59-2W6 test well (the “Test Well”) and the land – Section 16, TWP 59, Rge 2 W6M – on which the well is located, all in the Boltan area of Alberta. The proposed transaction is not arms length and closing of this transaction is subject to execution of a formal agreement and Netco obtaining TSX Venture Exchange approval on the transaction.

The letter of intent provides that Netco will earn 60% of Nation’s 15% interest in the Test Well and the section of land where the Test Well is located by funding Nation’s share of related drilling and development costs, estimated to be approximately $714,225. Netco will earn a 15% before payout (and 9% after payout) interest in the Test Well. In addition, Nation has agreed to dedicate 100% of its share of production revenues from any and all existing wells in which it currently has an interest anywhere in the Bolton area of Alberta, including the Test Well and the section of land where the Test Well is located, net of royalty lease operating expenses, and administrative expenses, current and future, to Netco until such time that Netco recoups 100% of its capital associated with the Test Well.

Nation Energy Inc. is an exploration stage company focused on exploring potential oil and gas projects.

Notice Regarding Forward Looking Statements

This news release contains "forward-looking statements", as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, among other things, entering into a formal agreement with Netco, obtaining TSX-V approval and future drilling and funding of the Test Well.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with oil and gas exploration; changes in reserve estimates if any; the potential productivity of our properties; changes in the operating costs and changes in economic conditions and conditions in oil and gas exploration. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-KSB for the 2005 fiscal year, our quarterly reports on Form 10-QSB and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

For more information, contact:

John R. Hislop

(800) 400-3969

Nation Energy, Inc.

Suite 1100 - 609 West Hastings Street

Vancouver BC CANADA V6B 4W4

 

 

 

 

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