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) January 27, 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 January 20, 2016, Nation Energy Inc. (“Nation”) and Paltar Petroleum Limited (“Paltar”) entered into a First Amendment effective December 17, 2015 (the “First Amendment”) to the Third Amended and Restated Agreement dated August 30, 2015 between the parties (the “Third Amended Agreement”). The First Amendment (i) extends certain deadlines for certain actions set forth in the Third Amended Agreement, (ii) provides further information concerning certain Additional Earning Agreements (as defined in Item 3 of the Third Amended Agreement) (the “Additional Earning Agreements”), and (iii) adds a requirement for Paltar to deliver to Nation certain financial statements.
1
The First Amendment moved the deadlines listed on Items 3 (Nation issuing common shares under certain circumstances to Paltar and referred to as “Earning Agreement Shares”), 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 Amendment from December 17, 2015 to February 9, 2016.
The First Amendment further states that on December 31, 2015, or any other date the parties mutually agree upon, Nation and Palter will enter into the Additional Earning Agreements that will convey to Nation Australia, on terms substantially similar to the original Earning Agreements, six additional graticular blocks selected by Nation in Exploration Permit 136, three additional blocks in each of Exploration Permits 143 and 231, eight additional blocks in Exploration Permit 234, and seven additional blocks in Exploration Permit 237, in exchange for the consideration specified in each Additional Earning Agreement.
The First Amendment also added to the Third Amended Agreement a provision that Palter has no later than February 8, 2016 to deliver to Nation consolidated financial statements for Paltar’s three most recently completed fiscal years, as audited by a PCAOB approved auditor in US GAAP, together with such additional fiscal period financial statements as may be required under SEC regulations.
On December 28, 2015, Paltar and Nation Energy (Australia) Pty Ltd. (“Nation Australia”) executed a document to be effective as of December 17, 2015 to amend the six Earning Agreements executed between the parties dated August 30, 2015 (the “Earning Agreements”) to provide for an increase the time frame for the issuance of the Share Consideration and payment of the Cash 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 9, 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. The document also amended each of the six Earning Agreements to state that Nation has no later than March 31, 2016 to pay by wire transfer to Paltar the sum of AUD$769,143.00 under each Earning Agreement, for an aggregate payment of AUD$4,614,858.00.
On December 28, 2015, Officer Petroleum Pty Ltd (“Officer”) and Nation Australia executed a document to be effective as of December 17, 2015 to amend the EP 468 Earning Agreement dated August 30, 2015 (the “EP 468 Agreement”) to provide for an increase the time frame for the issuance of the Share Consideration and payment of the Cash 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 9, 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 amendment to the Third Amended Agreement. The document also amended the EP 468 Agreement to state that Nation has no later than March 31, 2016 to pay by wire transfer to Paltar the sum of AUD$769,143.00. A provision also included in the amendment states the entire agreement becomes void if Nation does not pay Paltar the sum required for the permits listed above.
2
Item 9.01 Financial Statements and Exhibits.
10.1 First Amendment to Third Amended and Restated Agreement dated effective December 17, 2015 between Nation Energy Inc. and Paltar Petroleum Limited.
10.2 First Amendment to EP 468 Earning Agreement dated effective December 17, 2015 between Officer Petroleum Pty Ltd and Nation Energy (Australia) Pty Ltd.
10.3 Master Amendment to Six Earning Agreements dated effective December 17, 2015 between Paltar Petroleum Limited and Nation Energy (Australia) Pty Ltd.
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: January 27, 2016
3
NATION ENERGY INC.
Suite F – 1500 West 16th Avenue
Vancouver BC V6H 4B9 Canada
December 17, 2015
TO: Paltar Petroleum Limited
1555 Blake Street, Suite 1002
Denver, Colorado 80202
Attention: Mr. Marc Bruner
Dear Sirs:
RE: First Amendment to Third Amended and Restated Agreement
By this letter, Nation Energy Inc. (“Nation”) and Paltar Petroleum Limited (“Paltar”) amend their Third Amended and Restated Agreement (“Agreement”) dated August 30, 2015, principally to (i) extend the time allowed for certain actions contemplated in the Agreement and (ii) to provide further information concerning the Additional Earning Agreements referred to in item 3 of the Agreement. The term “Additional Earning Agreements” and other capitalized terms not specifically defined in this First 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 Bruner (“Bruner”) and John 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. Item 2 is amended to read:
2. On December 31, 2015, or such other date as the parties may mutually agree, Paltar and Nation will enter into additional earning agreements (the “Additional Earning Agreements”) farming out to Nation Australia on terms substantially similar to the Earning Agreements six additional graticular blocks selected by Nation in Exploration Permit 136, three additional blocks in each of Exploration Permits 143 and 231, eight additional blocks in Exploration Permit 234, and seven additional blocks in Exploration Permit 237, in exchange for the consideration specified in each Additional Earning Agreement. The Additional Earning Agreements and the rights of Nation thereunder may be evidenced by a notice filing in the appropriate land records of the Northern Territory upon mutual agreement of the parties thereto.
2. All references to December 17, 2015 in items 3, 11, and 18(b) of the Agreement are hereby amended to read February 9, 2016.
3. Item 18(d) is amended to read:
(d) No later than February 8, 2016, Paltar shall deliver to Nation consolidated financial statements for Paltar’s three most recently completed fiscal years audited by a PCAOB approved auditor in US GAAP, together with such additional fiscal period financial statements as may be required under SEC regulations; and
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.
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/ John R. Hislop Per: /s/ Marc A. Bruner
Authorized Signatory Authorized Signatory
AGREED TO AND ACCEPTED,
)
/s/ Zachary M. Bruner )
Witness Signature )
)
Zachary M. Bruner ) /s/ Marc A. Bruner
Name ) MARC A. BRUNER
)
)
Address )
)
)
/s/ Caroline Heather Williamson )
Witness Signature )
)
Caroline Heather Williamson ) /s/ John R. Hislop
Name ) JOHN HISLOP
)
)
Address )
FIRST AMENDMENT TO EP 468 EARNING AGREEMENT
Dated 17 December 2015
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, 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 and payment of the Cash Consideration in the Earning Agreement.
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 9, 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, the Letter Agreement).
1.2 Clause 2.2 of each Earning Agreement is amended to read:
No later than 31 March 2016, Nation shall pay by wire transfer to an account designated by Officer the sum of $769,143. If Nation fails timely to pay this amount to Officer, this Agreement shall terminate and neither Party shall have any further obligation to the other.
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.
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/Director Director
Nick Tropea 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/ John R. Hislop
Secretary/Director Director
Darrel Causbrook John R. Hislop
Print name Print name
MASTER AMENDMENT TO SIX EARNING AGREEMENTS
Dated 17 December 2015
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, 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 and payment of the Cash Consideration in each of the six Earning Agreements.
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 9, 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, the Letter Agreement).
1.2 Clause 2.2 of each Earning Agreement is amended to read:
No later than 31 March 2016, Nation shall pay by wire transfer to an account designated by Paltar the sum of $769,143. If Nation Fails timely to pay this amount to Paltar, this Agreement shall terminate and neither Party shall have any further obligation to the other.
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.
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/Director Director
Nick Tropea 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/ John R. Hislop
Secretary/Director Director
Darrel Causbrook John R. Hislop
Print name Print name