Sara Creek Gold Corp. |
Common Stock |
80310R 107 |
(310) 316-3623
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January 1, 2014
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CUSIP No. 80310R 107
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Gerald Allen Tywoniuk
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
SC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Canada (Dual Citizenship)
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,000,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,000,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,150,000(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4235% (1)(2)
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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The number of shares beneficially owned includes 150,000 shares that Gerald Tywoniuk may acquire upon the exercise of certain warrants that are currently exercisable in full.
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(2)
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The number of outstanding shares of Common Stock for purposes of this calculation consists of: (i) 25,961,983 shares outstanding as of November 12, 2013, as reported by Sara Creek Gold Corp., a Nevada Corporation, in its Annual Report on form 10-K for the fiscal year ended August 31, 2013, and (ii) 3,000,000 shares added in connection with the transaction that brings about the filing of this Schedule 13D.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 4.
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Purpose of Transaction.
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(a)
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On January 1, 2014, the Issuer exercised its option to acquire all of the membership interests of Hawker Energy, LLC, a California limited liability company (“Hawker”), pursuant to the terms of that certain Amended and Restated Option Agreement, dated November 20, 2013 (the “Option Agreement”), by and among the Issuer, Darren Katic (“Katic”) and Chip Moore (“Moore”). In connection with the Issuer’s exercise of its option under the Option Agreement, on January 1, 2014, the Issuer issued 1,500,000 shares of Common Stock to each of Katic and Moore, and Katic and Moore may in the future each be issued up to an additional 16,500,000 shares of Common Stock, at such times and in such amounts as set forth below:
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i.
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1,000,000 shares of Common Stock shall be issued to each Katic and Moore upon the Issuer’s or Hawker’s acquisition of California Oil Independents (or certain oil and gas interests held by it located in the Monroe Swell Field, Monterey, California);
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ii.
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1,000,000 shares of Common Stock shall be issued to each Katic and Moore upon the Issuer’s or Hawker’s acquisition of a participation in South Coast Oil – Huntington Beach (or the oil and gas interests held by it);
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iii.
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2,500,000 shares of Common Stock shall be issued to each Katic and Moore upon the Issuer’s or Hawker’s acquisition of the Midway-Sunset Lease oil and gas interests held by Christian Hall (or affiliates);
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iv.
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5,000,000 shares of Common Stock shall be issued to each Katic and Moore upon the Issuer’s or Hawker’s acquisition of TEG Oil & Gas, Inc. (or certain oil and gas interests held by it located in the Tapia Field, Los Angeles County, California);
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CUSIP No. 80310R 107
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SCHEDULE 13D
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v.
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3,500,000 shares of Common Stock shall be issued to each Katic and Moore upon the conveyance to the Issuer or Hawker of certain assets and rights regarding PRC 145.1 Lease held by Rincon Island Limited Partnership or settlement in lieu of such conveyance; and
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vi.
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3,500,000 shares of Common Stock shall be issued to each Katic and Moore upon the conveyance to the Issuer or Hawker of certain mineral rights regarding PRC 427 Lease held by ExxonMobil.
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(b)
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Not Applicable
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(c)
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Not Applicable
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(d)
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Not Applicable
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(e)
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Not Applicable
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(f)
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Not Applicable
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(g)
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Not Applicable
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(h)
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Not Applicable
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(i)
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Not Applicable
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(j)
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Not Applicable
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Shared
Voting
Power
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Sole Voting
Power
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Shared
Dispositive
Power
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Sole
Dispositive
Power
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Gerald Allen Tywoniuk
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0 | 2,000,000 | 0 | 2,000,000 |
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Dated: January 13, 2013
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/s/ Gerald Allen Tywoniuk |
Gerald Allen Tywoniuk, an individual |