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) August 13, 2012
BLUE SKY PETROLEUM
INC.
(Exact name of registrant as specified in its
charter)
Nevada | 000-52010 | n/a |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | Identification No.) |
3702 South Virginia Street, Suite G12-401, Reno, Nevada | 89502 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (202) 470-4608
n/a
(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))
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Item 1.01 | Entry into a Material Definitive Agreement |
Our company and Gino Chitaroni (Chitaroni) previously entered into an option agreement dated July 25, 2010, wherein we acquired an exclusive option from Chitaroni, to an undivided 100% right, title and interest in and to the Proteus Property located near Cobalt, Ontario, Canada (the Property).
We have been unsuccessful in raising additional capital for this exploration project and therefore do not have sufficient funds to make the required option payments. Consequently, effective August 13, 2012, we entered into an assignment agreement among Timber Wolf Gold Inc., a Nevada corporation (Timber Wolf) and Gino Chitaroni, wherein we have assigned all of our rights, title and interest in and to the option agreement for the Property to Timber Wolf, with no further obligations to our company.
The description of the assignment agreement contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the assignment agreement is attached hereto as an exhibit, and which is incorporated herein by reference.
Item 9.01 | Financial Statement and Exhibits |
10.1 | Assignment Agreement with Timber Wolf Gold Inc. and Gino Chitaroni dated August 13, 2012. |
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.
BLUE SKY PETROLEUM INC.
/s/ Patrick Laferriere | |
Patrick Laferriere | |
President and Director | |
Date: August 20, 2012 |
ASSIGNMENT OF OPTION
THIS ASSIGNMENT dated for reference the 13th day of August, 2012
BETWEEN:
Blue Sky Petroleum Inc. of 3702
South Virginia Street
Suite G12 401, Reno, Nevada 89502
(herein called the "Assignor")
AND:
Timber Wolf Gold Inc. of 3702
South Virginia Street
Suite G12 401, Reno, Nevada 89502
(herein called the "Assignee")
AND:
Gino Chitaroni of Portage Bay
Road, PO Box 271
Cobalt, Ontario, Canada, P0J 1C0
("Chitaroni")
WHEREAS:
A. The Assignor and Chitaroni entered into an option agreement dated July 25, 2010, attached hereto as Exhibit A (the Option Agreement) wherein the Assignor acquired an exclusive option from Assignee to an undivided 100% right, title and interest in and to the Proteus Property located near Cobalt, Ontario, Canada as set out in Schedule "A" of the Option Agreement (the "Property").
B. The Assignor wishes to assign to the Assignee all of Assignor's right, title and interest in and to the Property in accordance with the terms of this agreement (the "Assignment") and Chitaroni approves of such assignment.
C. Subject to the completion of the obligations of the Assignor under this Assignment, the Assignor and the Assignee wish to assign the Option Agreement to the Assignee with no further obligations to the Assignor hereunder.
NOW THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the parties agree as follows:
1. The Assignor hereby absolutely and unconditionally forever assigns, transfers and sets over unto the Assignee all of the Assignor's right, title and interest in and to the Option Agreement and all benefits and advantages to be derived therefrom; and the full benefit of all covenants and agreements on the part of the Assignor, or any third parties with respect to the Option Agreement; with full power and authority to collect payment on the Property and the interest accrued thereon, or enforce, demand, collect, sue for breach of any said warranty, guarantee, indemnity or covenant or for specific performance of any said warranty, guarantee, indemnity or covenant contained in the Option Agreement or any instrument of Assignor given in support thereof, in the name of the Assignor.
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2. The Assignor warrants to the Assignee that:
(a) |
the Assignor has not assigned all or any part of its interest in any of the Option Agreement and has not granted any options, interests or other rights in to the Option Agreement; | |
(b) |
no payment is required to be made to any person in order for the Assignee to enjoy the full benefit of the Option Agreement; and | |
(c) |
none of the Option Agreement or any instrument of the Assignor given in support thereof have been amended, modified, terminated or surrendered nor has the Assignor waived any of its rights thereunder. |
3. In consideration of this Assignment, the Assignee has agreed to accept all of Assignor's right, title and interest in and to the Option Agreement from the Assignee, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the Assignor for itself, and for its agents, servants, successors and assigns, does hereby remise, release and forever discharge the Assignor from any and all manner of actions, causes of action, suits, debts, due accounts, bonds, covenants, contracts, claims, demands, damages, costs, expenses and any and all legal obligations and compensation of whatsoever kind and howsoever arising and whether known or unknown, suspected or unsuspected and which the Assignor had or now has or which its agents, servants, successors and assigns hereafter can, shall or may have, arising out of or in connection with this Assignment and including, but not limited to any and all agreements, arising from or pertaining thereto.
4. The Assignor will at all times hereafter execute and deliver, at the request of the Assignee, all such further documents, deeds and instruments, and will do and perform all such acts as may be necessary or desirable to give full effect to the intent and meaning of this Assignment.
5. Each of the parties to this Assignment acknowledges that such party has read this document and fully understands the terms of this Assignment, and acknowledges that this Assignment has been executed voluntarily after either receiving independent legal advice, or having been advised to obtain independent legal advice and having elected not to do so
6. This Assignment will enure to the benefit of the Assignee and their successor and assign, and will be binding upon the Assignor and its successors and assigns.
7. This Assignment will be governed by and construed in accordance with the laws in force in the State of Nevada and the parties submit to the non-exclusive jurisdiction of the courts of State of Nevada in any proceedings pertaining to the Option Agreement or this Assignment.
8. This Assignment may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts will be construed together and will constitute one and the same agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Assignment as of the day and year first above written.
BLUE SKY PETROLEUM INC.
Per: | /s/ Patrick Laferriere | |
Authorized Signatory |
TIMBER WOLF GOLD INC.
Per: | /s/ Authorized Signatory | |
Authorized Signatory |
GINO CHITARONI
/s/ Gino Chitaroni |