form8k.htm

0001140361-07-021564.txt : 20071113 0001140361-07-021564.hdr.sgml : 20071112 20071113062601 ACCESSION NUMBER: 0001140361-07-021564 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071112 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mogul Energy International, Inc. CENTRAL INDEX KEY: 0001378195 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980461623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-138806 FILM NUMBER: 071234130 BUSINESS ADDRESS: STREET 1: 520 PIKE TOWER, SUITE 2210 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-357-4220 MAIL ADDRESS: STREET 1: 520 PIKE TOWER, SUITE 2210 CITY: SEATTLE STATE: WA ZIP: 98101 8-K 1 form8k.htm MOGUL ENERGY 8-K 11-12-2007 form8k.htm

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

November 12, 2007

Date of Report (Date of earliest event reported)

Mogul Energy International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

File No. 333-138806

(Commission File Number)

980461623

(I.R.S. Employer Identification No.)

520 Pike Street, Suite 2210 Seattle, Washington 98101

(Address of principal executive offices)

(206) 357-4220

(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))

SECTION 1. Registrant's Business and Operations

None.

SECTION 2. Financial Information

None.

SECTION 3. Securities and Trading Markets

None.

SECTION 4. Matters Related to Accountants and Financial Statements

None.

SECTION 5. Corporate Governance and Management

None.

SECTION 6. [Reserved]

N/A.

SECTION 7. Regulation FD

Item 7.01

Regulation FD

On November 12, 2007, Mogul Energy International, Inc. (the “Company”) issued a news release to announce that it intends to focus on exploration of its oil and gas exploration properties in South East Saskatchewan, Canada, by financing a planned winter drill program. The Company also announced that it has agreed with Sea Dragon Energy Inc. not to proceed with a business combination that was the subject of a Letter of Intent dated July 30, 2007. The news release dated November 12, 2007, is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.

Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.

SECTION 8. Other Events

Item 8.01

Other Events.

On November 12, 2007, the Company issued a press release pursuant to Rule 135c (“Rule 135c”) of the United States Securities Act of 1933 (the “Securities Act”), as amended, announcing its intention to conduct two private placements of its common stock to investors in Canada: one offering on a flow-through basis, pursuant to the Income Tax Act (Canada), and another non-flow-through offering. The Company expects to raise approximately $3 million through the private placements. The shares to be issued under the private placements have not been registered under the Securities Act and may not be offered or sold directly or indirectly within the United States or to or for the account or benefit of U.S. Persons (as such term is defined in Regulation S as promulgated under the Securities Act) absent registration or an applicable exemption from registration. The Company believes that the shares, which will be sold only to persons who are not U.S. Persons, are exempt from registration under Regulation S. In accordance with Rule 135c, the press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated by reference herein.

SECTION 9.

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

The following exhibits are furnished as part of this report:

Exhibit 99.1– Press Release dated November 12, 2007

Exhibit 99.2 – Press Release dated November 12, 2007

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.

Mogul Energy International, Inc.

By:		/s/ Naeem Tyab
Name:		Naeem Tyab
Title:		President

Date: November 12, 2007

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1

Mogul Energy International, Inc. Focuses on Saskatchewan Properties

--Mogul Energy Announces Intention to Focus on Exploration of its Saskatchewan Properties--

Seattle, WA – November 12, 2007 -- Mogul Energy International, Inc. (OTCBB: MGUY; FSE: BKX) (the “Company”) announced today that it intends to focus on exploration of its leased oil and gas exploration properties in Saskatchewan, Canada, by financing a planned winter drill program. The Company has a 100% interest in sixty-eight (68) separate freehold oil and gas exploration leases on approximately 9,300 acres situated in South East Saskatchewan (the “Saskatchewan Properties”). In connection with the financing and exploration of the Saskatchewan Properties, the Company has commissioned an independent evaluation of reserve potential and intends to seek a cross-listing of its shares on the TSX Venture Exchange (“TSX-V”), subject to TSX-V approval.

The Company previously executed a Letter of Intent (“LOI”) with Sea Dragon Energy Inc. (“Sea Dragon”), a private Canadian company, to execute a business combination that would increase the Company’s interest in the EWA Concession from 20% to 60%. However, after further analysis and negotiation, Sea Dragon and the Company have agreed not to proceed with the business combination contemplated by the LOI. As such, the Company does not intend to complete the business combination contemplated in the LOI, and intends to focus on its planned Saskatchewan drilling program.

Information concerning Mogul Energy International:

Mogul Energy is an oil and gas exploration company with headquarters in Seattle, Washington, and an exploration office in Cairo, Egypt. Mogul Energy has acquired a portfolio of oil and gas properties in the Gulf of Suez, Egypt and South East Saskatchewan, Canada.

The common shares of Mogul Energy are quoted on the OTC Bulletin Board (OTCBB) system under the symbol ‘MGUY,’ and the Frankfurt Stock Exchange (“FSE”) under the symbol ‘BKX’. Further information concerning Mogul Energy can be found in the Company’s filings with the U.S. Securities and Exchange Commission (http://www.sec.gov).

Forward-Looking Statements:

This news release contains "forward-looking statements" within the meaning of the securities laws, which are based on current expectations and beliefs, as well as on a number of assumptions concerning future events made with information that is currently available. Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expects," "intends," "plans," "may," "could," "should," "anticipates," "likely," "believes" and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management, including, but not limited to, the Company's ability to negotiate, enter into, perform and consummate the business combination described in this release. Inherent in the Company’s business plan is a belief that Mogul Energy can successfully explore oil and gas properties in Egypt and Canada, and that the Company can participate in the development of those properties. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside of Mogul Energy's control, which could cause actual results to differ materially from such statements. For a more detailed description of the factors that could cause such a difference, please refer to Mogul Energy's filings with the U.S. Securities and Exchange Commission. Mogul Energy International, Inc. assumes no obligation to update or supplement such forward-looking statements other than as required by law.

Contact Information:

Company Contact

Naeem Tyab

Mogul Energy

206-357-4220

naeem@mogulenergy.com

http://www.mogulenergy.com

SOURCE Mogul Energy International, Inc.

EX-99.2 3 ex99_2.htm EXHIBIT 99.2 ex99_2.htm

Exhibit 99.2

Mogul Energy International, Inc. Announces Planned Offerings

--Mogul Energy Announces Offerings to Finance Exploration on its Saskatchewan Properties--

Seattle, WA – November 12, 2007 -- Mogul Energy International, Inc. (OTCBB: MGUY; FSE: BKX) (the “Company”) announced today that it intends to make two offerings (“Offerings”) of its common stock to investors in Canada: one offering on a flow-through basis, pursuant to the Income Tax Act (Canada), and another non-flow-through offering. The Company expects to raise approximately $3 million through the private placements. Pricing of the offerings will be determined in the context of the market. The proceeds of the flow-through will be used to fund exploration and development on Mogul’s freehold oil and gas exploration leases in Saskatchewan, Canada. Completion of the private placements is expected to occur prior to the end of the year.

The shares (“Shares”) to be issued under the Offerings have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold directly or indirectly within the United States or to or for the account or benefit of U.S. Persons (as such term is defined in Regulation S, as promulgated under the Securities Act) absent registration or an applicable exemption from registration. The Shares will be sold only to persons who are not U.S. Persons and who otherwise satisfy the requirements of the applicable securities laws of the jurisdiction of their residency. As such, the Company believes that the Offerings are exempt from registration under Regulation S, as promulgated under the Securities Act.

This notice is not an offer to sell or a solicitation of an offer to buy such Shares and is issued pursuant to Rule 135c of the Securities Act.

Information concerning Mogul Energy International:

Forward-Looking Statements:

Contact Information:

Company Contact

Naeem Tyab

Mogul Energy

206-357-4220

naeem@mogulenergy.com

http://www.mogulenergy.com

SOURCE Mogul Energy International, Inc.