f8k-amd6_phun.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 6
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): December 29,
2006
PetroHunter
Energy Corporation
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(Exact
name of registrant as specified in its charter)
|
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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1875
Lawrence Street, Suite 1400, Denver,
CO 80202
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code (303) 572-8900
(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 (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))
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Explanatory
Note: This Amendment No. 6 to Form 8-K is being filed
to disclose an extension to the Purchase and Sale Agreement with Galaxy Energy
Corporation. The disclosure set forth in Item 1.01 replaces the
previous disclosure.
Item
1.01. Entry Into A Material Definitive
Agreement.
On
December 29, 2006, PetroHunter Energy Corporation and its wholly owned
subsidiary, PetroHunter Operating Company (jointly referred to as
“PetroHunter”), entered into a Purchase and Sale Agreement (the “PSA”) with
Galaxy Energy Corporation (“Galaxy”) and its wholly owned subsidiary Dolphin
Energy Corporation (“Dolphin”). Pursuant to the PSA, PetroHunter agreed to
purchase all Galaxy’s and Dolphin’s oil and gas interests in the Powder River
Basin of Wyoming and Montana (the “Powder River Basin Assets”). A
copy of the PSA is attached hereto as Exhibit 2.1 and is incorporated by
reference herein.
Marc
A.
Bruner, who is the controlling owner of MAB Resources LLC (“MAB Resources”),
which is the largest shareholder in PetroHunter, also is a 14.1% beneficial
shareholder of Galaxy. Marc A. Bruner is the father of Marc E.
Bruner, the President, Chief Executive Officer and director of Galaxy. Marc
E.
Bruner is the stepson of Carmen J. Lotito, the Chief Financial Officer and
a
director of PetroHunter.
The
purchase price for Powder River Basin Assets is $45 million, with $20 million
to
be paid in cash and $25 million to be paid in PetroHunter common stock at the
rate of $1.50 per share. On March 21, 2007, PetroHunter assigned to
MAB Resources its right to purchase an undivided 45% interest in the Powder
River Basin Assets in consideration for the agreement of MAB Resources to
acquire an undivided working interest in the properties by assuming the
obligation under the PSA to pay Galaxy/Dolphin the PetroHunter common
stock.
Closing
of the transaction is subject to approval by Galaxy’s secured noteholders,
approval of all matters in its discretion by PetroHunter’s Board of Directors,
including PetroHunter obtaining outside financing on terms acceptable to
its
Board of Directors, and various other terms and conditions. Originally, either
party could terminate the PSA if closing had not occurred by February 28,
2007. This date has been extended to August 31, 2007 under an
amendment dated July 31, 2007.
As
required under the PSA, PetroHunter made an initial earnest money payment of
$2
million. In the event the closing does not occur for any reason other
than a material breach by PetroHunter, the deposit shall convert into a
promissory note (the "Note"), payable to PetroHunter, and shall be an unsecured
subordinated debt of both Galaxy and Dolphin, which is payable only after
repayment of Galaxy’s and Dolphin’s senior indebtedness.
PetroHunter
Operating Company became the contract operator of the Powder River Basin Assets
beginning January 1, 2007. At closing, the operating expenses
incurred by PetroHunter Operating Company as the contract operator, will be
credited toward the purchase price, or if closing does not occur, will be added
to the principal amount of the Note.
As
part
of the March 21, 2007 agreement under which PetroHunter assigned to MAB
Resources the right to acquire an undivided 45% working interest in the Powder
River Basin Assets, MAB Resources has guaranteed the
performance of Galaxy and Dolphin under the PSA (including but not limited
to
all their obligations under the Note), and has agreed to reimburse PetroHunter
for certain losses and damages which might be incurred as a result of
PetroHunter entering into the PSA.
Item
7.01. Regulation FD Disclosure
On
January 3, 2007, PetroHunter issued a press release announcing execution of
the
PSA. The press release is furnished as Exhibit 99.1.
The
information contained in this Item 7.01, including Exhibit 99.1, is “furnished”
pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, unless this report is specifically
incorporated by reference into a document filed under the Securities Act of
1933
or the Securities Exchange Act of 1934.
Item
9.01 Financial
Statements and Exhibits
Regulation
S-K
Number
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Document
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2.1
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Purchase
and Sale Agreement dated December 29, 2006*
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2.2
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Second
Amendment to Purchase and Sale Agreement dated February 28,
2007*
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2.3
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Third
Amendment to Purchase and Sale Agreement dated March 30,
2007*
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2.4
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Fourth
Amendment to Purchase and Sale Agreement dated April 30,
2007*
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2.5
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Fifth
Amendment to Purchase and Sale Agreement dated May 31,
2007*
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2.6
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Sixth
Amendment to Purchase and Sale Agreement dated June 30,
2007*
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2.7
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Seventh
Amendment to Purchase and Sale Agreement dated July 31,
2007
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99.1
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Press
Release dated January 3,
2007*
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*
Filed
previously
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.
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PetroHunter
Energy Corporation |
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By:
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/s/
David
E.
Brody |
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David
E. Brody,
Vice President |
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and
General
Counsel |
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Dated: August
1, 2007
Exhibit
Index
2.1
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Purchase
and Sale Agreement dated December 29, 2006*
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2.2
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Second
Amendment to Purchase and Sale Agreement dated February 28,
2007*
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2.3
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Third
Amendment to Purchase and Sale Agreement dated March 30,
2007*
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2.4
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Fourth
Amendment to Purchase and Sale Agreement dated April 30,
2007*
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2.5
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Fifth
Amendment to Purchase and Sale Agreement dated May 31,
2007*
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2.6
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Sixth
Amendment to Purchase and Sale Agreement dated June 30,
2007*
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2.7
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Seventh
Amendment to Purchase and Sale Agreement dated July 31,
2007
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99.1
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Press
Release dated January 3,
2007*
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*
Filed
previously