-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fm4oeb7JbjyVpN1hCOAc4aUo0FKgVvBhoE3hecFYLbYWlVKYHBjIu+l7xf0vwVO9 R29mGEu4+uj12jii0nkxRA== 0001140361-09-023367.txt : 20091016 0001140361-09-023367.hdr.sgml : 20091016 20091016111407 ACCESSION NUMBER: 0001140361-09-023367 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091015 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091016 DATE AS OF CHANGE: 20091016 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: 091122715 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 INTERNATIONAL, INC 8K 10-15-2009 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

October 15, 2009
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))
 


 
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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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Mr. Ernie Pratt resigned as a director of Mogul Energy International, Inc. (the “Registrant”), effective October 5, 2009.  Mr. Arthur Halleran resigned his position as the Registrant’s Vice President of Development and Exploration, effective October 5, 2009.

SECTION 6.  [Reserved]

N/A.

SECTION 7.  Regulation FD

Item 7.01 Regulation FD Disclosure

On October 7, 2009, the Registrant issued a press release reporting the resignation of departing director Mr. Pratt and departing Vice President of Development and Exploration, Mr. Arthur Halleran.  The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

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, may 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.

 
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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

None.

SECTION 9.  Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

Exhibit 99.1 – Copy of press release dated October 7, 2009.

 
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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.


Mogul Energy International, Inc.



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


Date: October 15, 2009
 
 
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EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1
 
Mogul Energy International, Inc. Enters into an Extension Agreement with Excelaron LLC.

Seattle, WA October 7, 2009--On September 9, 2009, Mogul Energy International, Inc. (the “Registrant”) entered into an Extension Agreement (the “Extension Agreement”) with Excelaron LLC (“Excelaron”), a California limited liability company.  The Extension Agreement extended the time for the Registrant to make the capital contribution that was the subject of the Agreement dated February 11, 2009 (the “Original Agreement”), between the Registrant and Excelaron.  Under the Original Agreement, the Registrant is entitled to obtain a 40% Members Percentage Interest in Excelaron in exchange for a capital contribution of $2,300,000 (the “Capital Contribution”), to be used by Excelaron primarily for oil and gas exploration activities.  The Extension Agreement sets a new schedule for payment of the Capital Contribution.

On or about September 21, 2009, the Registrant executed a Letter of Intent (“LOI”) with Vesta Capital Corp. (“Vesta”), a Canadian capital pool company that is a reporting issuer in British Columbia, Alberta, and Ontario, Canada; United Hydrocarbon Corporation (“UHC”), a Canadian company;  and Barisan Energy Limited (“Barisan”), an Australian company (collectively the “Parties”).  Pursuant to the LOI, the Parties agreed to negotiate and use reasonable efforts to conclude a definitive agreement (the “Definitive Agreement”) on or before October 15, 2009, regarding a proposed business combination (the “Proposed Transaction”).  Under the Proposed Transaction, if completed, Vesta would acquire an aggregate 65% interest (the “Interests”) in Excelaron, through the acquisition of the Registrant’s right to earn a 40% interest in Excelaron, the acquisition of UHC’s 25% interest in Excelaron, and the acquisition of Barisan’s 4% interest in Excelaron.  In exchange for the Interests, Vesta would issue 65 million shares as follows:  38.5 million to the Registrant; 22.5 million to the shareholders of UHC on a pro rata basis; and 4 million to Barisan.  Upon completion of the Proposed Transaction, Vesta would own 44% of Excelaron directly and 21% through its wholly-owned subsidiary UHC.  The Proposed Transaction is subject to a number of conditions and regulatory approvals, including but not limited to the negotiation of a definitive agreement, completion of due diligence, receipt of regulatory approvals, including TSX approval, satisfaction of corporate governance requirements, and completion of a private financing of UHC.  There can be no assurance that the Proposed Transaction will be completed.

Mogul Energy International, Inc. has accepted the resignation of the Vice President of Development and Exploration, Dr. Arthur Halleran and Director, Mr. Ernie Pratt, effective October 5, 2009.  Dr. Halleran and Mr. Pratt have chosen to pursue other interests.

 
 

 
 
Information concerning Mogul Energy International:

Mogul Energy is an oil and gas exploration company with headquarters in Seattle, Washington.

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.
 
 

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