UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No. ______)*
DXI ENERGY INC.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
23286A104
(CUSIP Number)
Robert L. Hodgkinson
598 - 999 Canada
Place
Vancouver, British Columbia V6C 3E1
Tel: (604)
638-5050
Facsimile: (604) 638-5051
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November 18, 2015
(Date of Event
which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or
240.13d -1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
1
CUSIP No. 23286A104 |
(1)
|
NAME OF REPORTING PERSON:
Robert L. Hodgkinson |
(2)
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) [ ]
(b) [ ] |
(3)
|
SEC USE ONLY
|
(4)
|
SOURCE OF FUNDS
OO
|
(5)
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR
2(E)
[ ] |
(6)
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
(7)
|
SOLE VOTING POWER
11,000,000 |
(8)
|
SHARED VOTING POWER
0 |
(9)
|
SOLE DISPOSITIVE POWER
11,000,000 |
(10)
|
SHARED DISPOSITIVE POWER
0 |
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
11,000,000 |
(12)
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X] |
(13)
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2% |
(14)
|
TYPE OF REPORTING
PERSON
IN |
2
CUSIP No. 23286A104 |
(1)
|
NAME OF REPORTING PERSON:
Hodgkinson Equities Corp. |
(2)
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) [ ]
(b) [ ] |
(3)
|
SEC USE ONLY
|
(4)
|
SOURCE OF FUNDS
OO
|
(5)
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR
2(E)
[ ] |
(6)
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Columbia, Canada
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH |
(7)
|
SOLE VOTING POWER
9,960,000 |
(8)
|
SHARED VOTING POWER
0
|
(9)
|
SOLE DISPOSITIVE POWER
9,960,000 |
(10)
|
SHARED DISPOSITIVE POWER
0 |
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
9,960,000 |
(12)
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ] |
(13)
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
21.9% |
(14)
|
TYPE OF REPORTING
PERSON
CO |
|
3
Explanatory Note
The Reporting Persons previously
filed a Schedule 13G, as amended. This Schedule 13D is being filed as a result
of a transaction on November 18, 2015, as further described herein.
Item 1. Security and Issuer
This Schedule 13D (this 13D) is
filed with respect to the Common Shares, without par value (the Shares), of
DXI Energy Inc., a British Columbia corporation (the Issuer). The principal
executive office of the Issuer is located at 598-999 Canada Place, Vancouver,
British Columbia V6C 3E1, Canada.
Item 2. Identity and Background
Below is information regarding
the Reporting Persons.
|
(a) |
This 13D is being filed on behalf of the following
persons (each, a Reporting Person and collectively, the Reporting
Persons): |
|
a. |
Robert L. Hodgkinson (Mr. Hodgkinson); and |
|
b. |
Hodgkinson Equities Corp.
(Equities). |
|
(b) |
The principal business address for each of the Reporting
Persons is 598 999 Canada Place, Vancouver, B.C. V6C 3E1,
Canada. |
|
|
|
|
(c) |
The Issuer is a public company trading on the New York
Stock Exchange (NYSE MKT) under the symbol DXI and the Toronto Stock
Exchange (TSX), under the symbol DXI.TO. The Issuer is an upstream oil
and gas exploration and production company operating in Colorados
Piceance Basin and the Peace River Arch region in British Columbia. Mr.
Hodgkinson is Co-Chairman and Chief Executive Officer of the Issuer.
Equities is a holding company controlled by Mr. Hodgkinson. Mr. Hodgkinson
is the sole director, executive officer and control person of
Equities. |
|
|
|
|
(d) |
The Reporting Persons have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
|
|
|
|
(e) |
The Reporting Persons have not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or
is not subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such
laws. |
|
|
|
|
(f) |
Mr. Hodgkinson is a citizen of Canada. Equities is a
British Columbia corporation. |
4
Item 3. Source and Amount of funds or Other Consideration
On November 18, 2015, the Issuer,
Equities, Dejour Energy (USA) Corp., a corporation existing under the laws of
the State of Nevada (Dejour USA), and Dejour Energy (Alberta) Ltd., a
corporation existing under the laws of the Province of Alberta (Dejour
Alberta), entered into that Fourth Amending Agreement and Joinder to Hodgkinson
Equities Corp. Loan Agreement (the Amendment). Pursuant to the Amendment,
among other matters, Equities extended the maturity of its loan to the Issuer
until November 30, 2018 and the Issuer issued to Equities warrants to purchase
9,000,000 Shares (the Warrants) exercisable at a price of CDN$0.45/US$ 0.35
per Share for a period of five years from the date of issuance on November 18,
2015 (the Issuance Date). No funds were used to acquire the Warrants.
Item 4. Purpose of Transaction
The Reporting Person acquired the
Warrants as a personal investment pursuant to the Loan Agreement as amended,
described more fully in Item 6 below.
The Reporting Persons expect to
evaluate on an ongoing basis the Issuers financial condition and prospects and
their interest in, and intentions with respect to, the Issuer and their
investment in the securities of the Issuer, which review may be based on various
factors, including the Issuers business and financial condition, results of
operations and prospects, general economic and industry conditions, the
securities markets in general and those for the Issuers securities in
particular, as well as other developments and other investment opportunities,
which, if effected, could result in, among other things, any of the matters
identified in Items 4(a)(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
|
(a) |
Based on calculations made in accordance with Rule
13d-3(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), the aggregate percentage of Shares reported as owned by Mr.
Hodgkinson, 24.2%, is based on 45,509,953 Shares; 36,509,953 Shares
outstanding on November 18, 2015, plus 9,000,000 warrants to purchase
Shares held by Equities. Based on calculations made in accordance with
Rule 13d-3(d), the aggregate percentage of shares of Common Stock reported
as owned by Equities, 21.9%, is based on 45,509,953 Shares; 36,509,953
Shares outstanding on November 18, 2015, plus 9,000,000 warrants to
purchase Shares held by Equities. |
|
|
|
|
(b) |
Mr. Hodgkinson has sole power to vote and dispose of
11,000,000 Shares, consisting of 740,000 Shares held directly, 960,000
Shares held by Equities, 9,000,000 Shares issuable upon exercise of
warrants held by Equities and 300,000 Shares held by 7804 Yukon Inc.
Equities has sole power to vote and dispose of 9,960,000 Shares,
consisting of 960,000 Shares and 9,000,000 Shares issuable upon exercise
of warrants. Pursuant to Rule 13d-4 of the Exchange Act, Mr. Hodkinson
disclaims ownership of 17,614 Shares held by his wife, Lori Kozub
Hodgkinson. |
5
|
(c) |
Except as disclosed above, no Reporting Person has
effected any transaction in the Shares during the preceding 60
days. |
|
|
|
|
(d) |
No person other than the Reporting Persons is known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any Shares reported on this
Schedule 13D. |
|
|
|
|
(e) |
Not applicable. |
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Equities holds a warrant
exercisable through November 18, 2020 to acquire 9,000,000 Shares at an exercise
price of CDN$0.45/US$ 0.35 per Share. The warrant was issued pursuant to the
Amendment which amended a loan agreement initially entered into among the
Issuer, Equities and Dejour USA, as guarantor, entered into a loan agreement
dated March 12, 2015 (the Loan Agreement) whereby (i) Equities provided to the
Issuer a loan in the principal amount of up to CDN$2,000,000 (the Loan) at a
rate equal to the Prime Rate plus 5% per annum, (ii) Dejour USA guaranteed the
Loan and (iii) Dejour USA provided a security interest to Equities over all its
present and after acquired personal and real property.
On May 6, 2015, the parties
entered into an amendment to the Loan Agreement (the First Amending Agreement)
to extend the maturity date of the Loan to September 30, 2015 and to increase
the principal amount of the Loan by CDN$2,000,000 to a principal amount of
CDN$4,000,000. On June 22, 2015, the parties entered into an amendment to the
First Amending Agreement (the Second Amending Agreement), to increase the
principal amount of the Loan by a further CDN$500,000 to a principal amount of
CDN$4,500,000 and on September 28, 2015, they entered into an amendment to the
Second Amending Agreement to extend the maturity date of the Loan to December
31, 2015.
On November 18, 2015, the Issuer,
Equities, Dejour USA and Dejour Alberta as an additional guarantor, entered into
the Amendment. Pursuant to the Amendment, (i) Equities extended the maturity of
its loan to the Issuer until November 30, 2018, (ii) Equities amended the
repayment terms of the Loan to provide the right to prepay any or all of the
debt and accrued but unpaid interest owing at any time without penalty, (iii)
the Issuer issued the Warrants to Equities, (iv) the parties amended the
security granted under the Loan, to obligate Dejour Alberta to issue security
and as a result, Dejour Alberta became a party to, and agreed to be bound by,
all the terms and conditions of the Agreement and (v) the parties amended the
agreement to permit subordination of the Amended Security to any subsequently
incurred senior secured debt.
The Warrants are exercisable at a
price of CDN$0.45/US$ 0.35 per Share (subject to adjustments) for a period of
five years from the Issuance Date. Equities may subscribe for and purchase a
number of Shares less than the full number it is entitled to purchase. The
Warrants have not been and will not be registered under the Securities Act of
1933, as amended (the Securities Act) or the securities laws of any state of
the United States. If at the time of exercise of the Warrants (i) there is no
effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the
issuance of the Warrant Shares, and (ii) all of the Warrant Shares are not then
registered for resale into the market at market prices from time to time on an
effective registration statement for use on a continuous basis (or the
prospectus contained therein is not available for use), then the Warrant may
only be exercised, in whole or in part, at such time by means of a cashless
exercise. Subject to compliance with applicable securities laws, the Warrants
and all rights thereunder are transferable, in whole or in part, upon surrender,
together with a written assignment. The holder of the Warrants shall not have
any right or interest whatsoever as a shareholder of the Issuer by virtue of the
Warrants alone.
6
Item 7. Material to Be filed as Exhibits
Exhibit 1: |
Joint Filing Agreement dated as of January 5, 2016, as required by Rule 13d- 1(k)(1) under the Securities Exchange Act of 1934, as amended. |
|
|
Exhibit 2: |
Warrants to Purchase Common Shares of DXI Energy Inc. issued to Hodgkinson Equities Corp., effective as of November 18, 2015. |
|
|
Exhibit 3: |
Fourth Amending Agreement and Joinder to Hodgkinson Equities Corp. Loan Agreement, effective as of November 18, 2015, among DXI Energy Inc., Hodgkinson Equities Corp., Dejour Energy (USA) Corp. and Dejour Energy (Alberta) Ltd. |
|
|
Exhibit 4: |
Third Amendment to Hodgkinson Equities Corp. Loan
Agreement, effective as of the September 28, 2015, among DXI Energy Inc.,
Hodgkinson Equities Corp., and Dejour Energy (USA) Corp. (incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 6-K by
the Issuer on October 23, 2015). |
|
|
Exhibit 5: |
Second Amendment to Hodgkinson Equities Corp. Loan
Agreement, effective as of June 22, 2015, among DXI Energy Inc.,
Hodgkinson Equities Corp., and Dejour Energy (USA) Corp. (incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 6-K by
the Issuer on July 29, 2015). |
|
|
Exhibit 6: |
First Amendment to Hodgkinson Equities Corp. Loan
Agreement, effective as of May 6, 2015, among DXI Energy Inc., Hodgkinson
Equities Corp., and Dejour Energy (USA) Corp. (incorporated herein by
reference to Exhibit 99.1 to the Current Report on Form 6-K by the Issuer
on May 26, 2015). |
|
|
Exhibit 7: |
Hodgkinson Equities Corp. Loan Agreement, effective as of
March 12, 2015, among DXI Energy Inc., Hodgkinson Equities Corp., and
Dejour Energy (USA) Corp. (incorporated herein by reference to Exhibit
99.2 to the Current Report on Form 6-K by the Issuer on March 20, 2015). |
7
Signature
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: January 5, 2016
|
By: |
|
/s/
Robert L. Hodgkinson |
|
Name: |
|
Robert L. Hodgkinson |
|
|
|
|
Hodgkinson Equities Corp. |
|
|
|
|
|
By: |
|
/s/
Robert L. Hodgkinson |
|
Name: |
|
Robert L. Hodgkinson |
|
Title: |
|
President |
8
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned hereby
acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, that the
Schedule 13D to which this Agreement is attached as an Exhibit (the Schedule
13D), and any amendments thereto, will be filed with the Securities and
Exchange Commission jointly on behalf of the undersigned. This Agreement may be
executed in one or more counterparts.
Date: January 5, 2016
|
By: |
|
/s/
Robert L. Hodgkinson |
|
Name: |
|
Robert L. Hodgkinson |
|
|
|
|
Hodgkinson Equities Corp. |
|
|
|
|
|
By: |
|
/s/
Robert L. Hodgkinson |
|
Name: |
|
Robert L. Hodgkinson |
|
Title: |
|
President |
9
Grafico Azioni DXI Capital (CE) (USOTC:DXIEF)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni DXI Capital (CE) (USOTC:DXIEF)
Storico
Da Giu 2023 a Giu 2024