U.S. 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): November 10, 2011
NORTH AMERICAN ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
| 0-52522 | 98-0550352 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
228 St. Charles Avenue., Suite 724, New Orleans, Louisiana 70130
(Address of principal executive offices including zip code)
(504) 561-1151
(Registrant’s telephone number, including area code)
Item 5.02 Election of Directors; Compensatory Arrangements.
On November 10, 2011, North American Energy Resources, Inc. (the “Company”), by unanimous consent of its Board of Directors, increased the number of directors from three (3) to four (4). On the same date, November 10, 2011, the Board of Directors unanimously consented to the appointment Larry D. Hall as the fourth director.
Larry D. Hall, 69, previously served as a chairman and chief executive officer of KN Energy, Inc. a diversified and integrated natural gas company formerly listed on the NYSE until its merger with Kinder Morgan, Inc. in 1999. Mr. Hall has also served as a director of the Interstate Natural Gas Association of America, of the Colorado Association Commerce and Industry, of the Mountain States Employers’ Council, Inc., and of the Public Education and Business Coalition. In 2000, Mr. Hall started CPS Investments, LLC in Denver, Colorado where he undertook a $150 million project developing condominiums, townhomes, and apartment space. Mr. Hall also has served as a director of Magnum Technologies, Inc., an information technology service management and business impact management software company. Mr. Hall earned a Bachelor of Arts degree in business and a Juris Doctor degree, with honors, from the University of Nebraska.
COMPENSATION ARRANGEMENTS
The Company granted Mr. Hall Warrant Certificate #NAEY 004 (the "Warrant"), with the following primary terms and conditions:
a) The Warrant entitles the owner to purchase 500,000 shares of common stock of the Company at a strike price of $0.180 per share.
b) The Warrant vests immediately and must be exercised within five years of the issuance date.
c) The Warrant contains price protection should shares be used for an acquisition at a price lower than the conversion price in force and the anti dilution provision does not apply to financings done below the strike price.
d) The Warrant shall be registered in the first registration statement the Company files, subject to legal counsel approval.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are furnished as a part of this Current Report on Form 8-K:
99.4 Press Release issued by North American Energy Resources, Inc. on November 10, 2011.
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.
|
NORTH AMERICAN ENERGY RESOURCES, INC. By: s/Clinton W. Coldren Clinton W. Coldren, Chief Executive Officer | ||
| DATE: November 10, 2011 | ||
Exhibit 99.4
Press Release
North American Energy Resources Elects Larry D. Hall to its Board of Directors
New Orleans, LA (Businesswire) November 10, 2011. North American Energy Resources, Inc. (OTCQB: NAEY) today announced it has elected Larry D. Hall to its Board of Directors. Larry previously served as Chairman/CEO and COO of KN Energy, Inc. a diversified and integrated natural gas company formerly listed on the NYSE until it merged with Kinder Morgan, Inc. in 1999. Under his leadership KN Energy grew from approximately $450 Million in assets to over $9 Billion in assets through organic growth and strategic acquisitions of select companies and assets.
Clinton W. Coldren, Chairman and CEO, commented, “Larry has successfully built a national energy company. He has proven the ability to identify and execute transactions that add value for his shareholders. As we strive to close our first acquisition and move into other prolific basins Larry's guidance will be well appreciated."
Mr. Hall obtained a Bachelor of Arts in Business and a Juris Doctor degree, with honors, from the University of Nebraska. During his time at KN Energy he also represented the company before the Federal Energy Regulatory Commission and state regulatory agencies in the states of Colorado, Wyoming, Kansas, Nebraska, Oklahoma and Texas. Mr. Hall was Vice Chairman of, and on the Board of Directors of, the Interstate Natural Gas Association of America and also served as Director of the Colorado Association of Commerce and Industry, Mountain States Employers' Council, Inc. and the Public Education and Business Coalition.
Alan G. Massara, President and CFO, said, “We are thrilled to add Larry Hall to our Board. He is widely known and respected throughout the energy industry. The depth of knowledge he developed while directing the growth of KN Energy, Inc. will especially be beneficial as we attempt to achieve a similar success with North American.”
Mike Pruitt, CEO of Chanticleer Holdings (OTCBB: CCLR) a significant shareholder and Board member stated "I have seen North American Energy restructured over the past year. Larry's addition to the Board and the Asset Purchase Agreement announced last week are transformational events."
About North American Energy Resources, Inc.
North American Energy Resources, Inc. (OTCQB: NAEY) is an independent oil and natural gas company engaged in the acquisition, exploration and development of oil and natural gas properties and the production of oil and natural gas. The Company's operations are currently in Oklahoma in the upstream segment of the oil and gas industry. The Company also has an interest in a pipeline located in its area of operations, which is currently shut-in but could be used for gathering its gas and the gas production of other producers.
Forward-Looking Statements
All statements included in this release relating to future plans, projects, events or conditions and all other statements, other than statements of historical fact included in this release, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon current expectations and are subject to a number of risks, uncertainties and assumptions, including changes in long-term oil and gas prices, or other market conditions affecting the oil and gas industry, reservoir performance, the outcome of commercial negotiations, and changes in technical or operating conditions, among others, that could cause actual results, including acquisition plans, project plans and related expenditures, and resource recoveries to differ materially from those described in the forward-looking statements. North American Energy Resources, Inc. assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law. Additional information concerning potential factors that could affect future financial results are set forth in the Company's Annual Report on Form 10-K for the year ended April 30, 2011 and the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2011.
Contact Information
Clinton Coldren or Alan Massara (504) 561-1151.