Current Report Filing (8-k)
August 14 2017 - 5:30PM
Edgar (US Regulatory)
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)
August 9, 2017
NATION ENERGY INC.
(Exact name of registrant as specified in its charter)
Wyoming
(State or other jurisdiction of incorporation)
000-30193
(Commission File Number)
59-2887569
(IRS Employer Identification No.)
RPO
Box
60610 Granville Park, Vancouver, BC V6H 4B9 Canada
(Address of principal executive offices and Zip Code)
604.331.3399
Registrant's telephone number, including area code
Not Applicable
(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))
Indicate
by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On August 9,
2017 (executed in Australia), Nation Energy Inc. (“
Nation
”), and Nation
Energy (Australia) Pty Ltd (“
Nation Australia
”), a wholly owned
subsidiary of Nation, entered into a Settlement Agreement and Release of All
Claims (the “
Settlement Agreement
”) with Paltar Petroleum Limited (“
Paltar
”)
and Paltar’s wholly owned subsidiary Officer Petroleum Ltd. (“
Officer
”).
Also on August 9, 2017 (executed in Australia), Nation Australia executed two
surrenders as required by the Settlement Agreement: a Surrender and
Cancellation of Earning Agreements with Paltar and a Surrender and Cancellation
of EP 468 Earning Agreement with Officer (collectively, the “
Surrenders
”).
The Settlement Agreement calls for Nation to receive a 5% overriding royalty on
production from certain lands in Australia and to issue shares of Nation common
stock, as described below.
Under
the Settlement Agreement, the parties agreed that: (a) Nation Australia would
surrender all of its rights under the six May 31, 2016 earning agreements with
Paltar and the May 31, 2016 earning agreement with Officer (collectively, the “
Earning
Agreements
”) by executing surrender instruments to that effect; (b) the
parties would undertake a debt-for-equity exchange, whereby certain damages and
debts owed by Nation Australia to Paltar and Officer will be converted at a
rate of $0.05 per share into a total of 627,833,445 shares of common stock of
Nation to be issued to Paltar; (c) Nation is to receive a 5% overriding royalty
from Paltar on the following hydrocarbon production: (I) all hydrocarbon
production from the lands previously subject to the EP 231, EP 232, EP 234 and
EP 237 Earning Agreements, (II) all hydrocarbon production from the lands in
the EP 136 and EP 143 exploration blocks that were designated as “Paltar
Blocks” in the Joint Venture and Operating Agreement dated 16 September 2011
between Paltar and Sweetpea Petroleum Pty Limited, and (III) all hydrocarbon
production from the lands subject to current and any future applications for
exploration permits in Australia that have been submitted or are submitted in
the future by Paltar or Officer; and (d) the Third Amended and Restated
Agreement dated August 30, 2015 between Nation and Paltar, as it has been
further amended, is terminated.
Paltar
is the majority shareholder of Nation. Nation Australia had previously
received notices of default dated July 10, 2017 from Paltar and Officer
pursuant to each of the seven Earning Agreements. The defaults consisted of
failures to pay required amounts defined as “Work Permit Expenditures” in the
Earning Agreements. Under the Earning Agreements, Nation Australia had thirty
(30) days in which to cure such defaults. Nation Australia was not able to
cure such defaults; however, Nation Australia was able to reach the settlement
with Paltar and Officer set forth in the Settlement Agreement.
The
description above is a summary and is qualified in its entirety by the
agreements filed as Exhibits 10.1, 10.2 and 10.3 to this report and are
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
As
part of the Settlement Agreement, the Earning Agreements between Nation
Australia and Paltar and Officer were terminated, and Nation Australia
surrendered all of its rights under the Earning Agreements. Also, the Third
Amended and Restated Agreement dated August 30, 2015 between Nation and Paltar,
as it had been further amended, was terminated. See the disclosure in Item
1.01 for a further summary.
Item 9.01 Financial
Statements and Exhibits.
Exhibit
Number
Description
10.1 Settlement
Agreement and Release of All Claims dated August 9, 2017, among Nation Energy
Inc., Nation Energy (Australia) Pty Ltd, Paltar Petroleum Limited and Officer
Petroleum Ltd.
10.2
Surrender
and Cancellation of Earning Agreements dated August 9, 2017, between Nation
Energy (Australia) Pty Ltd. and Paltar Petroleum Limited.
10.3
Surrender
and Cancellation of EP 468 Earning Agreement dated August 9, 2017, between
Nation Energy (Australia) Pty Ltd. and Officer Petroleum Ltd.
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.
NATION ENERGY INC.
/s/ Carmen J. Lotito
By: Carmen J. Lotito
Chief Operating Officer
Date: August 14, 2017
EXHIBIT INDEX
Exhibit
Number
Description
10.1 Settlement
Agreement and Release of All Claims dated August 9, 2017, among Nation Energy
Inc., Nation Energy (Australia) Pty Ltd, Paltar Petroleum Limited and Officer
Petroleum Ltd.
10.2
Surrender
and Cancellation of Earning Agreements dated August 9, 2017, between Nation
Energy (Australia) Pty Ltd. and Paltar Petroleum Limited.
10.3
Surrender
and Cancellation of EP 468 Earning Agreement dated August 9, 2017, between
Nation Energy (Australia) Pty Ltd. and Officer Petroleum Ltd.