0001144204-11-066293.txt : 20111121 0001144204-11-066293.hdr.sgml : 20111121 20111121172321 ACCESSION NUMBER: 0001144204-11-066293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111121 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111121 DATE AS OF CHANGE: 20111121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Eagle Energy Inc. CENTRAL INDEX KEY: 0001401983 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 208642477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-143626 FILM NUMBER: 111219839 BUSINESS ADDRESS: STREET 1: 10B TIME CENTRE STREET 2: 53-55 HOLLYWOOD ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2521 5455 MAIL ADDRESS: STREET 1: 10B TIME CENTRE STREET 2: 53-55 HOLLYWOOD ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Yellow Hill Energy Inc. DATE OF NAME CHANGE: 20070605 8-K 1 v241365_8k.htm CURRENT REPORT Unassociated Document


 
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 21, 2011
 
 
 
 
AMERICAN EAGLE ENERGY INC.
(Exact name of registrant as specified in its charter)
 
         
Nevada
 
333-143626
 
20-8642477
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

27 North 27th Street, Suite 21G
Billings, Montana 59101
(Address of principal executive offices, including zip code)
 
 
(406) 294-9765
(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 (see General Instruction A.2. below):
 
¨
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 8 OTHER EVENTS

Item 8.01.  Other Events.

On November 21, 2011, American Eagle Energy Inc. (“AMZG”) issued a press release announcing the commencement of the final steps in its merger with Eternal Energy Corp. (“Eternal Energy”).  AMZG stockholders have approved the merger and the Securities and Exchange Commission has declared Eternal Energy’s Registration Statement effective.  AMZG currently anticipates that the merger will close by early December following final regulatory filings. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

At the closing of the merger, AMZG’s stockholders will receive approximately 3.641 shares of Eternal Energy’s common stock for each share of AMZG common stock that they own on November 28, 2011.  As of the closing, the combined company will have approximately 45,560,000 shares outstanding.

When the merger closes, Richard Findley will serve as Chairman of the Board; Bradley M. Colby, as President, Chief Executive Officer, Treasurer, and Director; Thomas Lantz, as Chief Operating Officer; Paul E. Rumler, as Director and Secretary; John Anderson, as Director; and Sean Mitchell, as Director of the combined company.

AMZG’s stockholders should receive a letter of transmittal directly or from their brokers that will describe the procedures for tendering their shares of AMZG and receiving shares of common stock of the combined company.

Upon the closing of the merger, the combined company will complete a 1-for-4.5 reverse stock split to reduce the number of outstanding shares of common stock to approximately 45,560,000 and will change its name to “American Eagle Energy Corporation.”  At that time, the ratio of stockholdings between the companies, exclusive of any presently outstanding options, will be approximately 80% for the legacy AMZG stockholders and approximately 20% for Eternal Energy’s legacy stockholders.

The combined company’s new CUSIP number for its common stock will be 02554F102 and FINRA will issue a trading symbol for the combined company’s common stock.

The information furnished in this section of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section; nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit                             Description of Exhibit
99.1*                                Press Release dated November 21, 2011

___________
 
*  Filed herewith.


 
 

 


SIGNATURE
 
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.
 
     
 Date:  November 21, 2011      
AMERICAN EAGLE ENERGY INC.
 
 
 
 
By:
/s/ Richard Findley  
    Richard Findley  
    President  
       
 
                                                                       
 
 

 

EX-99.1 2 v241365_ex99-1.htm PRESS RELEASE Unassociated Document
AMERICAN EAGLE ENERGY INC. ANNOUNCES COMMENCEMENT OF FINAL STEPS IN ITS MERGER WITH ETERNAL ENERGY CORP.
 
Billings, Montana; November 21, 2011 – American Eagle Energy Inc. (OTCBB: AMZG; the “Company” or “AMZG”) is pleased to announce the commencement of the final steps in its merger with Eternal Energy Corp.  The Company’s stockholders have approved the merger and the Securities and Exchange Commission has declared Eternal Energy’s Registration Statement effective.  The Company currently anticipates that the merger will close by early December following final regulatory filings.
 
At the closing of the merger, AMZG’s stockholders will receive approximately 3.641 shares of Eternal Energy’s common stock for each share of AMZG common stock that they own on November 28, 2011.  As of the closing, the combined company will have approximately 45,560,000 shares outstanding.
 
“American Eagle is excited that our combination with Eternal Energy is so close at hand and we look forward to closing the merger so that we can begin consolidating American Eagle’s and Eternal Energy’s interests in the companies’ low-risk Bakken and Three Forks properties in Saskatchewan and North Dakota with our large, highly prospective acreage position in the Montana portion of the rapidly emerging Alberta Bakken play,” stated Richard Findley, AMZG’s President and Chief Executive Officer.  “The combined strength of our two management teams, our current and expected production, acreage positions, and multiple prospects should provide substantial depth and growth opportunities for the combined company and will significantly increase stockholder value for all of our current stockholders.”
 
When the merger closes, Richard Findley will serve as Chairman of the Board; Bradley M. Colby, as President, Chief Executive Officer, Treasurer, and Director; Thomas Lantz, as Chief Operating Officer; Paul E. Rumler, as Director and Secretary; John Anderson, as Director; and Sean Mitchell, as Director of the combined company.
 
AMZG’s stockholders should receive a letter of transmittal directly or from their brokers that will describe the procedures for tendering their shares of AMZG and receiving shares of common stock of the combined company.
 
Upon the closing of the merger, the combined company will complete a 1-for-4.5 reverse stock split to reduce the number of outstanding shares of common stock to approximately 45,560,000 and will change its name to “American Eagle Energy Corporation.”  At that time, the ratio of stockholdings between the companies, exclusive of any presently outstanding options, will be approximately 80% for the legacy AMZG stockholders and approximately 20% for Eternal Energy’s legacy stockholders.
 
The combined company’s new CUSIP number for its common stock will be 02554F102 and FINRA will issue a trading symbol for the combined company’s common stock.
 
About American Eagle Energy Inc.:
American Eagle Energy Inc. is an oil and gas company engaged in the exploration of petroleum and natural gas.  The Company was incorporated in Nevada on March 14, 2007 to engage in the acquisition, exploration, and development of natural resource properties.
 

 
 

 
 
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements.  Certain information included in this press release contains statements that are forward-looking, such as statements relating to the future anticipated direction of the industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, potential contracts, and/or aspects of litigation.  Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of, American Eagle Energy Inc.  These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, and domestic and global economic conditions.  Persons are encouraged to read our Annual Report on Form 10-K for the eight-month period ended December 31, 2010, our Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2011, and our other documents filed with the Securities and Exchange Commission for meaningful cautionary language in respect of forward-looking statements in this press release.  Interested persons are able to obtain free copies of filings containing information about the Company at the Securities and Exchange Commission’s internet site (http://www.sec.gov).  The Company assumes no obligation to update any of these forward-looking statements.
 
CONTACT:          Thomas Lantz
                                Vice President of Operations
                                American Eagle Energy Inc.
                                303-798-5235