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)
September
30, 2009
____________________________
KODIAK
ENERGY, INC.
(Exact
name of registrant as specified in charter)
DELAWARE
(State or
other Jurisdiction of Incorporation or Organization)
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333-38558
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505
8th Avenue S.W. Calgary, AB T2P 1G2 Canada
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65-0967706
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(403)
262-8044
(Registrant’s
telephone number, including area code)
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 registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company’s
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “may,” “will,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections included in these forward-looking statements will come to
pass. The Company’s actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Item
1.01 Entry into a Material Definitive Agreement
On
October 5, 2009, the Company announced the completion of the acquisition of
assets described under Item 2.01 of this Form 8-K, and the entry into material
definitive agreements that have created direct financial obligations which are
more fully described under Item 2.03 in this Form 8-K.
Item
2.01 Completion of Acquisition of Assets
On
September 30, 2009, the registrant’s majority controlled subsidiary, Cougar
Energy, Inc. (“Cougar”), completed the acquisition from an unrelated private
company of wells, facilities and production operations in and adjacent to the
CREEnergy project in Alberta, Canada previously reported on Form 8-K filed
August 25, 2009.
The
acquisition includes 11 producing wells, 21 suspended wells, and associated
production, water disposal and pipeline facilities. The existing wells and
reserves are located in the Trout field. Current gross production is
approximately 170 barrels of oil per day. Cougar will be actively working this
fall and winter to maximize production and revenue. Based on the independent
look ahead engineering report effective date June 30, 2009 as provided by the
private company, the estimated proved and probable oil reserves are
approximately CAD$7,250,000 (Net Present Value 10% discount). Cougar will have
updated reserve report information available in the near future.
The total
purchase price of the acquisition is CAD$6 million of which CAD$1 million was
paid at closing and CAD$5 million is payable under a debt instrument more fully
described under Item 2.03 of this Form 8-K.
The CAD$1
million paid by Cougar at closing was provided by the registrant under the terms
of a credit agreement more fully described under Item 2.03 of this
Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation
Under the
terms of the Purchase and Sale Agreement (“PSA”) entered into by Cougar in
connection with the completion of the acquisition of assets described in Item
2.01, Cougar became indebted to the vendor on September 30, 2009 in the amount
of CAD$5 million, which amount is payable in monthly instalments commencing
January 1, 2010 and continuing until March 1, 2014. The monthly instalments
comprise CAD$300,000 due January 1, 2010 and then monthly payments of CAD$70,000
for the balance of 2010, CAD$85,000 for 2011, CAD$100,000 for 2012, CAD$115,000
for 2013 and CAD$130,000 until March, 2014. The debt is non-interest bearing and
is prepayable on a semi-annual basis until paid in full. The registrant has
guaranteed Cougar’s obligations under the PSA. The acquired properties are
pledged as security for the debt to the vendor and are subrogated to the Ionic
indebtedness.
On
September 30, 2009, the registrant entered into an agreement (“Credit
Agreement”) with Ionic Capital Corp. (“Ionic”) under the terms of which Ionic
provided CAD$1,350,000 for Kodiak to fund
Cougar and enable it to
close the asset acquisition described under Item 2.01 of this Form 8-K. The
proceeds of the loan were used to pay the CAD$1 million due on closing and other
costs associated with the closing. The terms of the Credit Agreement include
interest to be paid monthly to Ionic at the rate of 12% per annum and the issue
of 383,188 common shares of Kodiak based on the 10 day weighted average market
close price on September 25, 2009, less 10% discount to market. The debt is
repayable no later than June 30, 2010 and is prepayable until maturity on the
last business day of any month, without penalty, with ten business days’ prior
notice. Cougar has guaranteed Kodiak’s obligations under the Credit
Agreement
Item
8.01 Other Events.
On
October 5, 2009, the Company announced that its majority controlled subsidiary,
Cougar Energy, Inc., has closed the property acquisition previously reported on
Form 8-K filed August 12, 2009. This acquisition, from an unrelated private
company comprises wells, facilities and production with operations in and
adjacent to the CREEnergy project. and adds 2 producing wells, 4 suspended
wells, and associated production facilities. The existing wells and reserves are
located in the Kidney and Equisetum fields. Current gross production
is approximately 20 barrels of oil per day. Based on the April 1,
2009 engineering report provided by the private company, the estimated net
present value (10%) of proved and probable oil reserves is
CAD$459,000.
This
acquisition was funded with CAD$100,000 cash payable in 18 equal monthly
instalments commencing at closing and the issuance to the private company of
155,000 common shares of Cougar at Cdn.$1.30 per share. The shares are subject
to a two year escrow agreement.
The
Corporation also announced that Cougar's working interest partner in the Lucy
project was unable to complete the financing to the agreement previously
reported on Form 8-K filed April 17, 2009. As default payment, Cougar has
accepted the transfer of the partner’s Alexander and Crossfield, Alberta
producing properties. The properties have an estimated average production of 15
barrels of oil equivalent per day. Cougar will update the reserve report
information as soon as possible
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Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial statements of business
acquired
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To be
filed at a later date by amendment to this Form 8-K.
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(b)
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Pro forma financial
information
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To be
filed at a later date by amendment to this Form 8-K.
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(c)
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Exhibits
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99.1
First Press Release dated October 5, 2009.
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99.2
Second Press Release dated October 5,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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KODIAK
ENERGY, INC.
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(Registrant)
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Date: October
6, 2009
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By:
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/s/ William S. Tighe
William
S. Tighe
Chief
Executive Officer & President
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