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): June 23, 2011 (June 21, 2011)
DAYBREAK OIL AND GAS, INC.
(Exact name of registrant as specified in its charter)
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Washington |
000-50107 |
91-0626366 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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601 W. Main Ave., Suite 1012, Spokane, WA |
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99201 |
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(Address of principal executive office) |
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(Zip Code) |
(509) 232-7674
(Registrant's telephone number, including area code)
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 7.01. Regulation FD Disclosure
On June 21, 2011, Daybreak Oil and Gas, Inc. (the “Company”) issued a press release announcing that it has received a commitment for a $3,500,000 secured loan (the “Loan”). Subject to definitive documentation, due diligence and customary closing conditions, the Loan is expected to close on or before June 30, 2011. Proceeds of the Loan will be used to expand the development of the Company’s East Slopes Project located in Kern County, California and other general corporate purposes. A copy of the press release is furnished as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Except for the historical information set forth in this document, the matters discussed in this document are forward-looking statements that involve certain assumptions and known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. The words “will,” “expected” and similar expressions are intended to identify forward-looking statements. The Company’s expectations with regard to receiving the Loan as well as financing and organizational matters and plans are subject to various factors and conditions. These forward-looking statements are also affected by the risk factors described in the Company’s Annual Report on Form 10-K for the year ended February 28, 2011 and those set forth from time to time in other filings with the Securities and Exchange Commission (the “SEC”). The documents are available through the Company’s website at www.daybreakoilandgas.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.
Item 9.01. Financial Statements and Exhibits
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(d) |
Exhibits |
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Exhibit Number |
Description of Exhibit |
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99.1 |
Press Release, dated June 21, 2011 |
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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.
| DAYBREAK OIL AND GAS, INC. | |||
Date: June 23, 2011 |
By: | /s/ JAMES F. WESTMORELAND | |
| Name: | James F. Westmoreland | ||
| Title: | President and Chief Executive | ||
| Officer | |||
EXHIBIT INDEX
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Exhibit Number |
Description of Exhibit |
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99.1 |
Press Release, dated June 21, 2011 |
Daybreak Oil and Gas, Inc. Enters Into a $3.5 Million Loan Commitment
SPOKANE, Washington, June 21, 2011 -- Daybreak Oil and Gas, Inc. (OTC Bulletin Board: DBRM) (“Daybreak” or the “Company”), a Washington corporation, announced that it has received a commitment for a $3,500,000 secured loan (the “Loan”). The term of the Loan will be for three years with an interest rate of 6% per annum. Also, in accordance with the terms of the commitment, the Company will make monthly payments of interest on the proposed Loan, with the entire principal balance due at the end of the term. The Loan will be secured by the Company’s leases at its East Slopes Project located in Kern County, California. The Company will also issue 3.5 million restricted shares of its common stock and assign a 5% net profits interest from the Company’s leases at its East Slopes Project to the lender. Subject to definitive documentation, due diligence and customary closing conditions, the Loan is expected to close on or before June 30, 2011. Proceeds of the Loan will be used to expand the development of the Company’s East Slopes Project as well as repay the $750,000 principal amount under its existing Secured Promissory Note due September 17, 2011, relating to the Company’s acquisition of additional working interest in its East Slopes Project and for other general corporate purposes.
Global 3 Capital, LLC is assisting the Company with the transaction. Global 3 Capital, LLC specializes in the funding of oil, gas and alternative/renewable energy sectors.
Future Plans
The Company plans to drill up to nine wells at its East Slopes Project during its 2012 fiscal year, which began on March 1, 2011. Locations have already been constructed at the Company’s Bull Run Prospect and at the Ball location. Drilling is expected to begin at Bull Run by mid July 2011, followed by a development well at our Ball Location. A workover will also be conducted on our Ball #1 well.
James F. Westmoreland, President and Chief Executive Officer commented, “We believe that this is the right type of financing for the Company and its shareholders. Share dilution has been kept to approximately 7% and the Loan terms will allow the Company to proceed with its plans while not being burdened under a heavy debt load.”
Daybreak Oil and Gas, Inc. is an independent oil and gas company engaged in the exploration, development and production of oil and gas in California. The Company is headquartered in Spokane, Washington with an operations office in Friendswood, Texas. Daybreak has over 20,000 acres under lease in the San Joaquin Valley of California.
For more information about Daybreak Oil and Gas, Inc., please visit the Company’s website at www.daybreakoilandgas.com.
Contact:
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Ed Capko |
Telephone: 815-942-2581 |
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Investor Relations |
Email: edc@daybreakoilandgas.com |
“Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995: Certain statements contained herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Information contained herein contains “forward-looking statements” which can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “should,” “up to,” approximately,” “likely,” or “anticipates” or the negative thereof or given that the future results covered by such forward-looking statements will be achieved. These forward-looking statements are based on our current expectations, assumptions, estimates and projections for the future of our business and our industry and are not statements of historical fact. Such forward-looking statements include, but are not limited to, statements about our expectations regarding our financing, our future operating results, our future capital expenditures, our expansion and growth of operations and our future investments in and acquisitions of oil and natural gas properties.
We have based these forward-looking statements on assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, and expected future developments. However, you should be aware that these forward-looking statements are only our predictions and we cannot guarantee any such outcomes. Future events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: failure to negotiate and enter into a Loan as well as receive any funds; general economic and business conditions; exposure to market risks in our financial instruments; fluctuations in worldwide prices and demand for oil and natural gas; fluctuations in the levels of our oil and natural gas exploration and development activities; our ability to find, acquire and develop oil and gas properties, including the ability to develop the East Slopes Project prospects; risks associated with oil and natural gas exploration and development activities; competition for raw materials and customers in the oil and natural gas industry; technological changes and developments in the oil and natural gas industry; legislative and regulatory uncertainties, including proposed changes to federal tax law and climate change legislation, and potential environmental liabilities; our ability to continue as a going concern; and our ability to secure additional capital to fund operations. Additional factors that may affect future results are contained in our filings with the Securities and Exchange Commission (“SEC”) and are available at the SEC’s web site http://www.sec.gov. Daybreak Oil and Gas Inc. disclaims any obligation to update and revise statements contained in this press release based on new information or otherwise.