-----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, AN/jkF4l3KfhdwPM/bqvV5GdtEhc+IGBm28+/UDaex7qEc5nP1uAzJbAqHvmnrLz Qe8TMOjIxz2Ue7G03ggZSQ== 0001165527-10-000055.txt : 20100122 0001165527-10-000055.hdr.sgml : 20100122 20100122161457 ACCESSION NUMBER: 0001165527-10-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100121 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100122 DATE AS OF CHANGE: 20100122 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: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-143626 FILM NUMBER: 10542222 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 g3807.txt CURRENT REPORT DATED 1-21-10 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) January 21, 2010 American Eagle Energy Inc. (Exact name of registrant as specified in its charter) Nevada 333-143626 208642477 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 27 North 27th Street, Suite 21G, Billings, Montana 59101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 406-294-9765 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 21, 2010, we entered into an assignment agreement with Murrayfield Limited, a United Kingdom company, in regards to the acquisition of a working interest in an oil and gas lease in Willacy County, Texas, known as the "Sauz Ranch Prospect". Miramar Petroleum Inc. and Murrayfield had entered into an assignment of oil and gas lease dated August 28, 2009 pursuant to a lease purchase and development agreement dated August 5, 2009, wherein Murrayfield had acquired from Miramar the "Assigned Working Interest" as defined therein, in regards to a leasehold interest in Willacy County, Texas. Murrayfield has assigned its interest in the lease to American Eagle for $137,500, which consists of the turnkey costs paid by Murrayfield to Miramar for the acquisition of its interest. With the assignment agreement, American Eagle has acquired a 12.5% working interest in an oil and gas lease in Willacy County, Texas (the "Assigned Working Interest"). The lands covered by the lease consist of 908 acres, out of the San Juan de Carrieitos, Willacy County, Texas, which covers an undivided 29/32nd of the mineral estate. The area is also subject to another oil and gas lease owned by Exxon Mobil Corporation for the remaining 3/32nds. The foregoing description of the assignment agreement is qualified entirely by reference to the copy of said agreement attached as an exhibit to this current report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 10.1 Assignment Agreement dated effective January 21, 2010 between Murrayfield Limited and American Eagle Energy Inc. 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. AMERICAN EAGLE ENERGY INC. /s/ Richard Findley - -------------------------------- Richard Findley President Date: January 22, 2010 2 EX-10.1 2 ex10-1.txt ASSIGNMENT AGREEMENT Exhibit 10.1 ASSIGNMENT AGREEMENT THIS AGREEMENT dated for reference the 21st day of January, 2010 BETWEEN: American Eagle Energy Inc., 27 North 27th Street, Suite 21G, Billings, Montana 59101 (the "Assignee") AND: Murrayfield Limited, Conference House, 152 Morrison Street, The Exchange Edinburgh EH3 8E8 United Kingdom ("Murrayfield" or the "Assignor") WHEREAS: A. Miramar Petroleum Inc. and Murrayfield entered into an assignment of oil and gas lease dated August 28, 2009, attached hereto as Exhibit "A" (the "Lease Assignment Agreement") further to a Lease Purchase and Development Agreement dated August 5, 2009 wherein Murrayfield had acquired from Miramar the "Assigned Working Interest" as defined therein, in regards to a leasehold interest in Willacy County, Texas, known as the "Sauz Ranch Prospect"; and B. Murrayfield wishes to assign to the Assignee all of Murrayfield's right, title and interest in and to the Lease Assignment Agreement and the Assigned Working Interest in accordance with the terms of this Agreement (the "Assignment"). NOW THEREFORE, in consideration of the sum of US$137,500.000 now paid by the Assignee to the Assignor (the receipt and sufficiency of which are hereby acknowledged by the Assignors), the Assignors covenant and agree as follows: THE ASSIGNMENT AND ACCEPTANCE 1. Murrayfield hereby unconditionally forever assigns and transfers to the Assignee all of Murrayfield's right, title and interest in and to the Lease Assignment Agreement and the Assigned Working Interest and all benefits and advantages to be derived therefrom (the "Assignment"). 2. The Assignor represents and warrants to the Assignee, with the knowledge that the Assignee relies upon same in entering into this Agreement, that: -2- (a) the Assignor owns the Assigned Working Interest and its rights under the Lease Assignment Agreement free and clear of all liens, charges or encumbrances; (b) the Assignor has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform their obligations hereunder, they has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of their obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of their partners, any indenture, agreement or other instrument to which they are a party or by which they are bound or which the Assigned Working Interest may be subject to, or any statute, order, judgment or other law or ruling of any competent authority; (c) the Lease Assignment Agreement is in good standing as at the date hereof and no default has occurred therein; and (d) the Assignor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and they are duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by their directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Assignor. 3. 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 Agreement. Without limiting the generality of the foregoing, the Assignors will execute such financing statements, financing change statements, notices or directions as may be necessary or advisable to cause all pertinent offices of public record to amend their records to show the interests of the Assignee in the Lease Assignment Agreement. 4. Each of the parties to this Agreement acknowledges that such party has read this document and fully understands the terms of this Agreement, and acknowledges that this Agreement 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 5. This Agreement will enure to the benefit of the Assignee and its successors and assigns, and will be binding upon the Assignor and its successors and assigns. 6. This Agreement 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 Assignment or this Agreement. 7. This Agreement 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. -3- IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. AMERICAN EAGLE ENERGY INC. Per: ----------------------------------- Authorized Signatory MURRAYFIELD LIMITED Per: ----------------------------------- Authorized Signatory -4- EXHIBIT A LEASE PURCHASE AND DEVELOPMENT AGREEMENT -----END PRIVACY-ENHANCED MESSAGE-----