-----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, UkEG/uQEOAvJcH6wKrb1hO8EYNSutfzxe9S/Mac8XtRzzjz/c/i6RCi9Eig9A6Ce N0aC9WMcxMrY/XxhhH3f5w== 0001157523-06-006061.txt : 20060612 0001157523-06-006061.hdr.sgml : 20060612 20060612060127 ACCESSION NUMBER: 0001157523-06-006061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060606 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ENERGY GROUP LTD CENTRAL INDEX KEY: 0000843212 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870448843 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26402 FILM NUMBER: 06898446 BUSINESS ADDRESS: STREET 1: P O BOX 489 STREET 2: 1861 BROWN BLVD,STE 655 CITY: SIMONTON STATE: TX ZIP: 77476 BUSINESS PHONE: 2813462652 MAIL ADDRESS: STREET 1: PO BOX 489 CITY: SIMONTON STATE: TX ZIP: 77476 FORMER COMPANY: FORMER CONFORMED NAME: BELIZE AMERICAN CORP INTERNATIONALE DATE OF NAME CHANGE: 19941004 FORMER COMPANY: FORMER CONFORMED NAME: DIM INC DATE OF NAME CHANGE: 19920703 8-K 1 a5167385.txt THE AMERICAN ENERGY GROUP 8-K 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 June 6, 2006 (Date of earliest event reported) THE AMERICAN ENERGY GROUP, LTD. -------------------------------- (Exact name of small Business Issuer as specified in its charter) NEVADA 87-0448843 ------ ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1311 ---- (Primary Standard Industrial Classification Code) 120 Post Road West, Suite 202 Westport, Connecticut 06880 --------------------- ----- (Address of principle executive offices) (Zip Code) (203) 222-7315 -------------- Issuer's telephone number, including area code ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On June 6, 2006 the Company completed the final sale of all available shares of common stock and warrants which comprise its private offering of up to $3.95 million. The Company previously announced on May 11, 2006, that it had sold $2.90 million of the total $3.95 million in common stock and warrants comprising the private offering. The aggregate consummated sales consist of the placement of 2,323,529 shares of common stock at a price of $1.70 per share to a group of institutional investors. Each investor also received one warrant for every two shares of common stock purchased in the offering. The 1,161,766 warrants issued to the investors have a five-year term and provide for an exercise price of $1.70 per share. The warrants may be redeemed at the option of the Company if the closing bid price for the Company's common stock equals or exceeds $2.50 per share for twenty consecutive trading days after registration of the underlying common stock for resale. The Company intends to use the offering proceeds to acquire additional royalty interests in a new oil and gas concession within Pakistan and for general corporate purposes. The Company paid total commissions to the placement agent equal to $237,000 plus 445,560 warrants to purchase common stock which have the same exercise and redemption terms as those warrants issued to the institutional investors. The Company intends to use the offering proceeds to acquire additional royalty interests in a new oil and gas concession within Pakistan and for general corporate purposes. The Company is obligated to file a registration statement with the Securities and Exchange Commission within sixty (60) days and to use its best efforts to cause the registration statement to become effective within one hundred twenty (120) days. Should the Company fail to do so, then the Company shall pay a monthly cash penalty to the investors equal to one percent (1%) of the purchase price proceeds received by the Company for the common stock. A copy of the Press Release announcing the placement is attached to this Report as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description 99.1 Press release dated June 6, 2006 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. THE AMERICAN ENERGY GROUP, LTD. Date: June 9, 2006 By: /s/ Pierce Onthank --------------------------------------- Pierce Onthank Chief Executive Officer and President EX-99.1 2 a5167385ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 American Energy Announces Completion of Institutional Placement of Common Stock and Warrants WESTPORT, Conn.--(BUSINESS WIRE)--June 6, 2006--The American Energy Group, Ltd. (OTCBB:AEGG) announced today that it has completed the final sale of all available shares of common stock and warrants which comprise its private offering of up to $3.95 million. The Company previously announced on May 11, 2006, that it had sold $2.90 million of the total $3.95 million in common stock and warrants comprising the private offering. The aggregate consummated sales consist of the placement of 2,323,529 shares of common stock at a price of $1.70 per share to a group of institutional investors. Each investor also received one warrant for every two shares of common stock purchased in the offering. The 1,161,766 warrants issued to the investors have a five-year term and provide for an exercise price of $1.70 per share. The warrants may be redeemed at the option of the Company if the closing bid price for the Company's common stock equals or exceeds $2.50 per share for twenty consecutive trading days after registration of the underlying common stock for resale. The Company intends to use the offering proceeds to acquire additional royalty interests in a new oil and gas concession within Pakistan and for general corporate purposes. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The common stock and warrants sold in the $3.95 million offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act or applicable state securities laws. This news release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, or performance and underlying assumptions and other statements, including opinions of third parties regarding subsurface geologic conditions, which estimates, assumptions or opinions are unproven. These statements are subject to uncertainties and risks including, but not limited to, economic conditions, the impact of competition and pricing, actual operating conditions and results, and domestic and foreign government regulation and approvals. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of the Company are expressly qualified by the cautionary statements and any other cautionary statements which accompany the forward-looking statements. In addition, the Company disclaims any obligation to update forward-looking statements to reflect events or circumstances after the date hereof. CONTACT: American Energy Group, Ltd. Pierce Onthank, 203-222-7315 mail@aegg.net -----END PRIVACY-ENHANCED MESSAGE-----