This is the entire 8K released today;
EMPIRE ENERGY CORPORATION INTERNATIONAL
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 Earliest Event Reported: July 10, 2012
Empire Energy Corporation International
(Exact name of registrant as specified in its charter)
|
Nevada |
1-10077 |
87-0401761 |
||
|
(State or other jurisdiction of Incorporation) |
(Commission file number) |
(IRS employer identification no.) |
4500 College Blvd, Suite 240
Leawood, Kansas 66211
(Address of principal executive offices, including zip code)
(913) 663-2310
(Registrant’s telephone number, including area code)
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 210.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
Empire exercises its debenture rights to appoint administrator to restructure Great South Land Minerals Ltd
Empire Energy Corporation International (Empire) announced that as the largest secured creditor of Great South Land Minerals Limited, it is exercising its rights under a registered mortgage debenture deed over the assets of Great South Land Minerals Limited (GSLM) - (included as part of this 8K Filing) which was lodged with the Australian Securities and Investment Corporation (ASIC) on the 17 th July 2010. On Thursday 21 st June 2012, the Board of GSLM took affirmative action to place the company into voluntary administration when a motion to wind up GSLM before the Federal Court was enforced. Empire has made certain commercial arrangements with intent to confirm as soon as practical, the appointment of a receiver and manager to act on its behalf as the largest secured creditor of the company. This will enable Empire to work alongside the Liquidator to restructure GSLM so that it may continue on in its pursuit to search for oil and gas in Tasmania.
The Directors believe that the restructure action is in the best financial interests of the company whilst Empire is presently moving to close transactions to receive additional financing to move its business interests forward.
Contact: Malcolm Bendall
+61 3 6231 3529
Item 11.0 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
Description
11.1
GREAT SOUTH LAND MINERALS LIMITED ACN 068 650 386
ASIC FORM 309- NOTIFICATION OF DETAILS OF A CHARGE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EMPIRE ENERGY CORPORATION INTERNATIONAL
Dated: July 10, 2012
By: /s/ Malcolm Bendall
Mr. Malcolm Bendall
Chief Executive Officer
Exhibit 11.1
GREAT SOUTH LAND MINERALS LIMITED ACN 068 650 386
THIS IS THE ANNEXURE ‘A’ OF 24 PAGES REFERRED TO IN
ASIC FORM 309- NOTIFICATION OF DETAILS OF A CHARGE
Print name of person signing David James Bendall
Capacity or nature of interest or person signing (Including details of authority you have if signing on behalf of
corporation) Director, Great South land Minerals Limited
If signing on behalf of corporation, print name of corporation and & ACN or ABN
068 650 386
Great South Land Minerals Limited
Sign here: /s/ David James Bendall date: 13/7/10
DATED 13 July 2010
GREAT SOUTH LAND MINERALS LIMITED ACN 068 650 386
-and –
EMPIRE ENERGY CORPORATION INTERNATIONAL (EEGC)
MORTGAGE DEBENTURE CHARGE
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THIS CHARGE is made on the 13 th day of July 2010
BY
GREAT SOUTH LAND MINERALS LIMITED ACN 068 650 386 of Level 3.65 Murray Street, Hobart in Tasmania
('chargor)
AND
EMPIRE ENERGY CORPORATION INTERNATIONAL (EEGC) of 4500 College Blvd, STE 240 Leawood Kansas United States of America 66211. ('creditor’)
THIS DEED WITNESSES the following:
Interpretation
1. 1) Definitions
In this document, unless the context otherwise requires:
'Attorney' means any attorney appointed under cl 14 and any person who derives a right directly or indirectly from any such attorney;
'Authorised representative' means in relation to a party:
(a)
if that party is a corporation, a director or secretary of that party:
(b)
that party’s lawyer: and
(c)
a person appointed by that party to act as an authorised representative for the purposes of this document and whose appointment is notified in writing by that party to the other party
'Bankruptcy' means:
(a)
in relation to a corporation, the appointment of an official manager, provisional liquidator or liquidator in respect of it because it is or may be insolvent; and
(b)
in relation to an individual, that person becoming an insolvent under administration as defined in s 9 of the Corporations Law:
Business day' means a day which is not a Saturday, Sunday or public or bank holiday in Hobart:
'Credit support’ means:
(a)
any guarantee by which any person guarantees the payment of any secured money;
(b)
any security interest which secures:
i.
payment of any secured money; or
ii.
the payment of moneys or damages owing (actually or contingently) from time to time by
any person in relation to a guarantee of the payment of any secured money:
'Debtor’ means Great South Land Minerals Limited ACN 068 650 386
'Encumbrance' in relation to any property means:
(a)
any interest in, or right over that property; and
(b)
anything which prevents, restricts or delays:
2
i.
the exercise of any right over that property:
ii.
the use of that property; or
iii.
the registration of any interest in, or dealing with, that property.
and includes a security interest;
'Event of default means any event described in cl 6:
'Financial indebtedness' of a person means any indebtedness or liability (actual or contingent) relating to any guarantee given by that person or relating to any financial accommodation granted to that person, including, without limitation, any indebtedness or liability for payments in respect of:
(a)
moneys borrowed or raised by that person:
(b)
the sale or negotiation of any bill of exchange or promissory note:
(c)
any finance lease or hire purchase agreement under which that person is the lessee;
(d)
the deferred purchase price of any property or services other than indebtedness for the purchase price of trading stock incurred by that person in the ordinary course of that person's ordinary trading business: and
(e)
any redeemable preference share issued by that person:
'Government body' means:
(a)
any person, agency or other thing exercising an executive, legislative, judicial or other governmental function of any country or political sub-division of any country;
(b)
any public authority constituted by or under a law of any country or political sub-division of any country; and
(c)
any person deriving a right directly or indirectly from any other government body;
'Guarantee' means:
(a)
a guarantee, indemnity, letter of credit, security interest, acceptance or endorsement of a bill of exchange or promissory note or other obligation given by any person to secure the performance of an obligation by another person;
(b)
an obligation by a person to ensure the solvency of another person or the ability of another person to perform an obligation, including, without limitation, by the advance of money to that other person or the purchase of property or services from that other person; and
(c)
any put option given by a person whereby that person is obliged upon the exercise of the option to buy:
i.
any debt or liability owed by another person; or
ii.
any property which is the subject of a security interest:
'improvements' means any improvements, fixtures, plant or machinery affixed to or used with any land which is part of the secured property;
'Insurance' means any insurance taken out or required to be taken out by the chargor under this document;
'Material adverse effect' means a material adverse effect upon either:
(a)
the ability of the chargor to perform its obligations under this document; or
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(b)
the effectiveness, priority or enforceability of this or any other credit support;
"Overdue money means that part of the secured money which is due and owing from time to time:
'Permitted encumbrance' means a security interest which:
(a)
has been approved by the creditor; or
(b)
arises by operation of law or statute to secure the payment of taxes or moneys for services performed in relation to the secured property while:
i.
the moneys the payment of which is secured by that security interest are not due: or
ii.
(A)
the chargor has allocated adequate reserves to pay the moneys the payment of which is claimed by the holder of that security interest to be secured by it; and
(B)
the chargor is in good faith expeditiously contesting with due care and skill by appropriate proceeding the
chargor’s liability to pay the moneys the payment of which is claimed by the holder of that security interest to be secured by it;
'Potential event of default' means anything which, with the giving of notice, lapse of time or determination of materiality, would constitute an event of default;
'Receiver' means a receiver or receiver and manager appointed under this document and any person who derives a right directly or indirectly from any such receiver:
'Remedy proceeds’ means money received from the exercise of any right against the secured property;
'Representative' of a person means an officer, employee, contractor or agent of that person:
'Secured money means all moneys and damages which now or in the future are owing (actually or contingently) by the debtor or the chargor to the creditor for any reason and, without limitation, includes moneys and damages payable.
(a)
by the debtor or the chargor, as the case may be, alone or jointly or severally with any person;
(b)
if there is more than one debtor chargor, by all or any of them;
(c)
by the debtor or the chargor, as the case may be, in its own right or in any capacity;
(d)
to the creditor in its own right or in any capacity;
(e)
to the creditor pursuant to any assignment by any person to the creditor of a debt payable by the debtor or the chargor or other transaction, including, without limitation, any assignment or other transaction to which the debtor and the chargor or either of them are not a party and irrespective of whether the debtor or the chargor consented to the assignment or other transaction or whether before that assignment or other transaction the payment of those moneys was secured or unsecured, interest was payable by the debtor or the chargor on that debt or any other thing;
(f)
by the debtor or the chargor as liquidated or unliquidated damages caused or contributed to by any breach by the debtor or the chargor of any obligation owed by the debtor or the chargor, as the case may be, to the creditor, any tort by the debtor or the chargor or any other act or omission of the debtor or the chargor; and
(g)
by the chargor under this document;
‘Secured property' means any legal or equitable estate or interest of the chargor in any present and future undertaking and property, including, without limitation, its uncalled capital and called but unpaid capital from time to time and the uncalled premiums and called but unpaid premiums from time to time upon its shares;
‘Security interest' means an interest in, or right over, property which secures the payment of a debt or other monetary obligation or the performance of any other obligation;
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'Taxes' means taxes, rates, levies, imposts and duties (other than those on the net overall income of the creditor) and any interest, penalties, fines and expenses relating to any of them;
'Transaction documents' means an Agreement for Funding Provisions to Subsidiary, effective since and prior to closing on 100% acquisition by Empire Energy Corporation and Great South Land Minerals Limited 05 th June 2005; between the chargor of the one part and the creditor of the other part and any documents and instruments relating to it, including, without limitation, this document and any other credit support.
'Transaction parties' means the chargor, the debtor and any person who has given a credit support;
(2)
General
In this document, unless the context otherwise requires:
(a)
a reference to any legislation or legislative provision includes any statutory modification or reenactment of, or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision:
(b) a word denoting the singular includes the plural and vice versa;
(c) a word denoting an individual or person includes a corporation, firm, authority, government body and vice versa;
(d) a word denoting one gender includes all genders;
(e) a reference to a clause is to a clause of this document;
(f) a reference to an agreement or document is to that agreement or document (and, where applicable, any of its provisions) as varied, novated, supplemented or replaced from time to time;
and
(g)
a reference to any party includes that party's executors, administrators, substitutes, successors and permitted assigns.
(3)
Headings and parts of speech
In this document:
(a)
headings are for convenience of reference only and do not affect interpretation; and
(b)
where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.
Charge and discharge
2. (1)
Charge
The chargor charges the secured property to the creditor to secure the payment of the secured money.
(2)
Discharge
The creditor shall at the request of the chargor discharge any charge created by this document if the chargor's obligation to pay the secured money is satisfied and in the creditor’s opinion no payment of the secured money is likely to be void or voidable under any law relating to bankruptcy.
(3)
Priority
The charge created by this document is a first ranking security.
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(4)
Consideration
The chargor has entered into this document for valuable consideration from the creditor and receipt of that consideration is acknowledged.
(5)
Priority amount
a)
The maximum prospective liability (as defined in the Corporations Law) secured by this document for the purpose of fixing priorities under s 282 of the Corporations Law but for no other purpose is AUD$50,000,000.
b)
This document secures the payment of all prospective liabilities from time to time of the chargor to the creditor and the amount secured is not limited to that stated in cl 2(5)(a).
(6)
Nature of charge
The charge created by this document is, subject to cl 17:
(a) a fixed charge over any interest of the chargor in any present or future:
i.
land:
ii.
goods other than money, things in action and the chargors stock in trade;
iii.
marketable securities or units in a unit trust;
iv.
goodwill attaching to any property or business:
v.
license (statutory or otherwise) held by the chargor in relation to the chargor's business
and activities or the ownership or use of the other secured property:
vi.
uncalled and called but unpaid capital of the chargor and premiums on capital of the chargor:
vii.
books of account and other documents and records relating to the chargor’s business and activities:
viii.
documents of title to any property which is the subject of a fixed charge:
ix.
intellectual property rights, including without limitation, all patents, copyrights, trade and
service marks, designs, trade secrets and confidential information whether registered or not and any rights relating to any of them;
x.
encumbrance over any property:
xi.
contract to which the chargor is a party; and
xii.
debt or other monetary obligation (actual or contingent) forming part of the secured property (but not the proceeds of any such debt or obligation); and
xiii.
Any rights, claims and interests arising from Special Exploration License SEL 13/98 on shore Tasmanian Basin.
xiv.
Exploration License EL14/2009
(b)
a floating charge over the balance of the secured property.
Payment and interest
3. (1) Place, manner and time of payment
The chargor subject to cl 7(2), shall pay the overdue money to the creditor;
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(a)
upon demand at the time and place and in the manner reasonably required by the creditor, and
(b)
in immediately available funds and without set-off, counterclaims, conditions or, unless required by law, deductions or withholdings.
(2) Interest
(a) The chargor shall pay interest on overdue money.
(b) Interest shall be payable at the same rate, and in the same manner, as it is payable by the debtor pursuant to any agreement requiring payment of interest on overdue money. In the absence of any agreement, the applicable interest rate will be that determined from time to time by the creditor and interest will:
(i)
accrue from day to day:
(ii)
be computed from and including the day when the moneys upon which interest is payable become owing to the creditor by the charger until but excluding the day of payment of those monies; and
(iii)
be calculated on the actual number of days elapsed on the basis of a 365 day year.
(c)
the creditor may capitalize any part of any interest which becomes due and owing or due on demand at the times determined by the creditor, and if no determination is made on the last day of each month, and interest shall be payable in accordance with this document upon capitalized interest.
(d)
If the liability of the chargor to pay the creditor any moneys payable under this document becomes merged in any deed, judgment, order or other thing the chargor shall pay interest on the amount owing from time to time under that deed, judgment, order or other living thing in accordance with this document.
(3) Currency of Payment
(a)
The chargor shall pay the secured money in the currency in which it is payable under any agreement which obliges the debtor to pay it and in the absence of any agreement in the currency reasonably required by the creditor.
(b)
If the creditor accepts a payment under this document in a currency other than that required by cl 3(3)(a), that payment
Will only satisfy the amount due to the extent that the creditor could in the ordinary course of its business buy the required currency with the payment received at the time of, or within a reasonable time after, the payment, after the deduction of all costs relating to the purchase.
(4) Appropriation
The creditor may, subject to any express provision in this document to the contrary, appropriate any payment towards the satisfaction of any moneys due by the chargor in relation to this document in any way that the creditor requires and notwithstanding any purported appropriation by the chargor.
(5) Payments in gross
The creditor, in applying towards satisfaction of the secured money and moneys received by it, shall credit the chargor only with that part of those moneys which is actually received by the creditors in immediately available funds.
Representations and warranties
4. (1) Nature
The chargor represents and warrants that:
(a)
It is duly incorporated in accordance with the laws of Tasmania, validly exists under those laws and has the capacity to sue and be sued in its own name and to own its property;
(b)
This document is enforceable by the creditor in accordance with its terms and is not void or voidable;
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(c)
Any security interest which this document purports to create is validly created and has the priority which it purports to have under this document or any priority agreement between the chargor and the creditor;
(d)
Each authoritsation from government body necessary to enable:
(i)
The chargor to execute and deliver, and perform its obligations under, this document, and;
(ii)
The creditor to exercise its rights under this document, has been obtained;
(e)
The unconditional execution and delivery of, and performance by the chargor of its obligations under, this document
Does not contravene:
(i)
Any law or directive from a government body;
(ii)
The memorandum and articles of association or other constitutional documents of the chargor;
(iii)
Any agreement or instrument to which the chargor is a party; or
(iv)
Any obligation of the chargor to any other person;
(f)
All information given, and each statement made, to the creditor relating to this document by or at the direction of the chargor is correct, complete and not misleading;
(g)
Except as notified to the creditor in writing prior to the date of this document:
(i)
No litigation, arbitration or administrative proceed is now current, pending or, to the knowledge of the chargor, threatened which has or is likely to have a material adverse effect: and
(ii)
There are no encumbrances over the secured property other than permitted encumbrances; and
(h)
No unremedied or unwaived event of default or potential event of default has occurred.
(2)
General
(a)
the interpretation of any statement contained in any representation or warranty shall not be restricted by reference to or inference from any other statement contained in any other representation or warranty.
(b)
The chargor acknowledges that the creditor has entered into this document in reliance upon the representations and warranties.
(c)
Each representation and warranty will survive the execution of this document and be deemed to be repeated with reference to the facts and circumstances then existing whenever any financial accommodation secured by this document is granted by the creditor or any property becomes subject to any security interest created by this document.
General undertakings
5. (1)
Prohibited dealings and variation of other secured indebtedness
(a)
The chargor shall not cause or permit any person to acquire any interest in the secured property except permitted encumbrances.
(b)
The chargor shall not incur any debt or monetary obligation (actual or contingent) to a holder, other than the creditor, of a security interest over the secured property the payment of which is secured by that security interest except financial indebtedness incurred as a consequence of the holder of a permitted encumbrance granting financial accommodation to the chargor or person whose obligations are guaranteed by the chargor to that holder in accordance with an agreement existing at the date of this document.
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(i)
which has been fully disclosed to, and approved by, the creditor, and
(ii)
under which the holder is, at the date of this document, actually or contingently obliged to grant that
financial accommodation.
(2)
Title documents
(a)
The chargor shall, when it executes this document, deposit with the creditor all title documents relating to the secured property.
(b)
The creditor may have possession and control of those title documents until the creditor is obliged to release the secured property from the security interest created by this document.
(c)
The rights of the creditor under this cl 5(2) are subject to the rights of the holder of any permitted encumbrance over the secured property which ranks in priority to any security interest created by this document to have possession of the title documents.
(3)
Material adverse effect
The chargor shall use its best endeavours to delay and prevent any occurrence in relation to the secured property which has or is likely to have a material adverse effect.
(4)
Chargor’s other obligations
The chargor shall duly perform its obligations in relation to the secured property, include, without limitation, under any encumbrance over the secured property under any law applicable to the secured property and under any lawful direction from any government body.
(5)
Creditors right to entry and assistance
(a)
the creditor and its nominees may at any reasonable time enter on any property owned, used or occupied by the chargor for any purpose related to this document.
(b)
The chargor shall provide the creditor will all reasonable assistance and facilities to enable the creditor to exercise its rights under this document.
(6)
Information
The chargor shall give to the creditor:
&n
