Amended Annual Report (10-k/a)
05 Marzo 2014 - 6:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-K/A
(Amendment No. 1)
(Mark one)
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x
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the fiscal year ended
December 31, 2012
OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period
from ______________ to _______________
Commission File No: 000-50906
____________________
AMERICAN EAGLE ENERGY CORPORATION
(Exact Name of Registrant as Specified in
its Charter)
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Nevada
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20-0237026
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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2549 W. Main Street, Suite 202
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80120
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Littleton, Colorado
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(Zip Code)
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(Address of Principal Executive Offices)
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(303) 798-5235
(Registrant’s Telephone Number, Including
Area Code)
____________________
Securities registered under Section 12(b)
of the Exchange Act: None
Securities registered
under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value
_____________________
Indicate
by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act. Yes
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No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
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Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to post such files). Yes
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No
x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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¨
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Accelerated Filer
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Non-accelerated filer
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Smaller reporting company
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x
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).
Yes
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No
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The aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant, computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of June 30, 2012, the last business day of the registrant’s
most recently completed second fiscal quarter, was $32,089,947.
The number of shares outstanding of the
registrant’s common stock as of April 10, 2013 was 50,068,346.
Explanatory Note
The purpose of this Amendment No. 1 to American Eagle Energy
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission
on April 16, 2013 (the “
Form 10-K
”), is solely to add Exhibit No. 23.1 and Exhibit No. 99.1 that were inadvertently
omitted from the Form 10-K. Exhibit 99.1 is the reserve report prepared by MHA Petroleum Consultants LLC as of December 31, 2012
and dated March 18, 2013. Exhibit 23.1 is the consent of MHA Petroleum Consultants LLC in respect thereof. Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer
are being filed as exhibits to this Form 10-K/A.
No other changes have been made to the Form 10-K. This Amendment
No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent
to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
INDEX TO EXHIBITS
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Exhibit
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Description of Exhibit
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2.1
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Agreement and Plan of Merger among Eternal Energy Corp., Eternal Sub Corp. and American Eagle Energy Inc., dated April 8, 2011. (Incorporated by reference to Exhibit 2.1 of our Registration Statement on Form S-4 filed May 4, 2011.)
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2.1(a)
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First Amendment to Agreement and Plan of Merger among Eternal Energy Corp., Eternal Sub Corp. and American Eagle Energy Inc., dated September 28, 2011. (Incorporated by reference to Exhibit 2.1(a) of our Current Report on Form 8-K filed September 28, 2011.)
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3(i).1
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Articles of Incorporation filed with the Nevada Secretary of State on July 25, 2003. (Incorporated by reference to Exhibit 3.1 of our Form 10-SB filed August 18, 2004.)
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3(i).2
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Certificate of Change filed with the Nevada Secretary of State effective November 7, 2005. (Incorporated by reference to Exhibit 3(i).2 of our Current Report on Form 8-K filed November 9, 2005.)
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3(i).3
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Articles of Merger filed with the Nevada Secretary of State effective November 7, 2005. (Incorporated by reference to Exhibit 3(i).3 of our Current Report on Form 8-K filed November 9, 2005.)
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3(i).4
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Articles of Merger filed with the Nevada Secretary of State effective November 30, 2011. (Incorporated by reference to Exhibit 3(i).4 of our Current Report on Form 8-K filed December 20, 2011.)
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3(i).5
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Articles of Merger filed with the Nevada Secretary of State effective November 30, 2011. (Incorporated by reference to Exhibit 3(i).5 of our Current Report on Form 8-K filed December 20, 2011.)
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3(i).6
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Certificate of Change filed with the Nevada Secretary of State effective November 30, 2011. (Incorporated by reference to Exhibit 3(i).6 of our Current Report on Form 8-K filed December 20, 2011.)
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3(ii).1
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Bylaws, adopted July 18, 2003. (Incorporated by reference to Exhibit 3.2 of our Form 10-SB filed August 18, 2004.)
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3(ii).2
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Amendment No. 1 to Bylaws, adopted November 4, 2005. (Incorporated by reference to Exhibit 3(ii) of our Current Report on Form 8-K filed November 9, 2005.)
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3(ii).3
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Amendment No. 2 to Bylaws, adopted February 22, 2011. (Incorporated by reference to Exhibit 3(ii).3 of our Current Report on Form 8-K filed February 23, 2011.)
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4.1
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American Eagle Energy Corporation 2012 Equity Incentive Plan. (Incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.2
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Non-qualified Stock Option Agreement, dated as of October 30, 2009, by and between the Registrant and Bradley M. Colby. (Incorporated by reference to Exhibit 4.2 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.3
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Non-qualified Stock Option Agreement, dated as of October 30, 2009, by and between the Registrant and John Anderson. (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.4
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Non-qualified Stock Option Agreement, dated as of October 30, 2009, by and between the Registrant and Paul E. Rumler. (Incorporated by reference to Exhibit 4.4 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.5
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Non-qualified Stock Option Agreement, dated as of December 30, 2010, by and between the Registrant and Bradley M. Colby. (Incorporated by reference to Exhibit 4.5 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.6
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Non-qualified Stock Option Agreement, dated as of December 30, 2010, by and between the Registrant and Thomas G. Lantz. (Incorporated by reference to Exhibit 4.6 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.7
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Reserved for future use.
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4.8
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Non-qualified Stock Option Agreement, dated as of December 30, 2010, by and between the Registrant and Richard Findley. (Incorporated by reference to Exhibit 4.8 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.9
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Non-qualified Stock Option Agreement, dated as of December 28, 2011, by and between the Registrant and Paul E. Rumler. (Incorporated by reference to Exhibit 4.9 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.10
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Non-qualified Stock Option Agreement, dated as of December 28, 2011, by and between the Registrant and John Anderson. (Incorporated by reference to Exhibit 4.10 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.11
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Reserved for future use.
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4.12
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Non-qualified Stock Option Agreement, dated as of December 28, 2011, by and between the Registrant and Kirk Stingley. (Incorporated by reference to Exhibit 4.12 of our Registration Statement on Form S-8 filed February 28, 2012.)
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4.13
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Reserved for future use.
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4.14
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Reserved for future use.
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4.15
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Reserved for future use.
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4.16
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Reserved for future use.
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4.17
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Reserved for future use.
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4.18
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Reserved for future use.
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4.19
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Non-qualified Stock Option Agreement, dated as of February 21, 2012, by and between the Registrant and Andrew P. Calerich. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 21, 2012.)
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4.20
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Reserved for future use.
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10.1
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Agreement and Plan of Merger between Golden Hope Resources Corp. (renamed Eternal Energy Corp.) and Eternal Energy Corp., filed with the Nevada Secretary of State effective November 7, 2005. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 9, 2005.)
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10.2
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Reserved for future use.
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10.3
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Purchase and Sale Agreement between Eternal Energy Corp. and American Eagle Energy Inc. dated June 18, 2010. (Incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q filed August 16, 2010.)
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10.4
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Reserved for future use.
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10.5
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Reserved for future use.
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10.6
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Reserved for future use.
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10.7
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Reserved for future use.
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10.8
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Reserved for future use.
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10.9
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Reserved for future use.
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10.10
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Reserved for future use.
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10.11
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Amended and Restated Employment Agreement by and between the Registrant and Bradley M. Colby effective July 1, 2011.
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10.12
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Employment Agreement by and between the Registrant and Thomas G. Lantz, effective November 30, 2011.
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10.13
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Employment Agreement by and between the Registrant and Kirk Stingley, effective January 1, 2012.
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10.14
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Consulting Agreement by and between the Registrant and Richard Findley, effective November 30, 2011.
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10.15
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Reserved for future use.
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10.16
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Reserved for future use.
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10.17
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Letter Agreement dated October 15, 2006, by and among Eternal Energy Corp., Fairway Exploration, LLC, Prospector Oil, Inc., and 0770890 B.C. Ltd. (Incorporated by reference to Exhibit 10.17 of our Annual Report on Form 10-KSB filed April 16, 2007).
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10.18
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Letter Agreement dated October 26, 2006, by and among Eternal Energy Corp., Fairway Exploration, LLC, Prospector Oil, Inc., 0770890 B.C. Ltd., and Rover Resources Inc. (Incorporated by reference to Exhibit 10.18 of our Annual Report on Form 10-KSB filed April 16, 2007.)
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10.19
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Reserved for future use.
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10.20
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Reserved for future use.
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10.21
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Reserved for future use.
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10.22
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Reserved for future use.
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10.23
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Reserved for future use.
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10.24
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Reserved for future use.
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10.25
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Reserved for future use.
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10.26
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Reserved for future use.
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10.27
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Lease Agreement dated January 1, 2009 by and between Eternal Energy Corp. and Oakley Ventures, LLC. (Incorporated by reference to Exhibit 10.27 of our Annual Report on Form 10-K filed March 23, 2010.)
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10.27a
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Lease Addendum, dated October 1, 2011 by and between Eternal Energy Corp. and Oakley Ventures, LLC, and Exhibit A thereto. (Incorporated by reference to Exhibit 10.27a of our Annual Report on Form 10-K filed April 16, 2012.)
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10.27b
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Lease Addendum, dated July 1, 2012 by and between American Eagle Energy Corporation and Oakley Ventures, LLC.
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10.28
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Purchase and Sale Agreement by and between Eternal Energy Corp. and Ryland Oil Corporation dated March 26, 2010. (Incorporated by reference to Exhibit 10.28 of our Current Report on Form 8-K filed March 29, 2010.)
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10.29
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Purchase of Royalty Agreement by and between Eternal Energy Corp. and Ryland Oil Corporation dated March 26, 2010. (Incorporated by reference to Exhibit 10.29 of our Current Report on Form 8-K filed March 29, 2010.)
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10.29a
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Amending Agreement to the Ryland / Eternal Royalty Purchase Agreement by and between Eternal Energy Corp. and Ryland Oil Corporation dated April 20, 2010. (Incorporated by reference to Exhibit 10.29a of our Current Report on Form 8-K filed March 29, 2010.)
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10.30
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Reserved for future use.
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10.31
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Reserved for future use.
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10.32
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Reserved for future use.
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10.33
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Reserved for future use.
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10.34
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Reserved for future use.
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10.35
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Reserved for future use.
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10.36
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Letter of Intent between Eternal Energy Corp. and American Eagle Energy Inc. dated February 22, 2011. (Incorporated by reference to Exhibit 10.36 of our Annual Report on Form 10-K filed March 23, 2011.)
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10.37
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Engagement Letter for Professional Services between Eternal Energy Corp. and C.K. Cooper & Company, dated February 25, 2011. (Incorporated by reference to Exhibit 10.37 of our Annual Report on Form 10-K filed March 23, 2011.)
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10.38
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Participation and Operating Agreement among Eternal Energy Corp., AEE Canada Inc. and Passport Energy Inc., dated April 15, 2011. (Incorporated by reference to Exhibit 10.38 of our Registration Statement on Form S-4 filed May 4, 2011.)
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10.38a
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Amendment to the participation and operating agreement among EERG Energy ULC, AEE Canada Inc. and Passport Energy Inc., dated February 1, 2012. (Incorporated by reference to Exhibit 10.38a of our Annual Report on Form 10-K/A filed April 10, 2012.)
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10.39^
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Purchase and Sale Agreement among Eternal Energy Corp., American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated May 17, 2011. (Incorporated by reference to Exhibit 10.39 of our Amended Quarterly Report on Form 10-Q/A filed October 11, 2011.)
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10.40^
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Purchase and Sale Agreement among Eternal Energy Corp., American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated May 17, 2011. (Incorporated by reference to Exhibit 10.40 of our Amended Quarterly Report on Form 10-Q/A filed October 11, 2011.)
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10.40a
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First Amendment to Purchase and Sale Agreement among Eternal Energy Corp., American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated June 14, 2011. (Incorporated by reference to Exhibit 10.40a of our Quarterly Report on Form 10-Q filed August 18, 2011.)
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10.40b
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Second Amendment to Purchase and Sale Agreement among Eternal Energy Corp., American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated July 25, 2011. (Incorporated by reference to Exhibit 10.40b of our Quarterly Report on Form 10-Q filed August 18, 2011.)
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10.41^
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Purchase and Sale Agreement among Eternal Energy Corp., American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated November 15, 2011. (Incorporated by reference to Exhibit 10.38a of our Annual Report on Form 10-K/A filed April 10, 2012.)
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10.42^
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Carry Agreement by and among American Eagle Energy Corporation, American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated as of April 16, 2012, and Exhibit C thereto. (Incorporated by reference to Exhibit 10.42 of our Quarterly Report on Form 10-Q filed on August 20, 2012.
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10.43
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First Amendment to Carry Agreement by and among American Eagle Energy Corporation, American Eagle Energy Inc., and NextEra Energy Gas Producing, LLC, dated as of July 15, 2012. (Incorporated by reference to Exhibit 10.43 of our Quarterly Report on Form 10-Q filed on August 20, 2012.)
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10.44
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ISDA Master Agreement by and among American Eagle Energy Corporation, AMZG, Inc., and Macquarie Bank Limited, dated December 27, 2012.
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10.44a
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Schedule to the 2002 ISDA Master Agreement by and among American Eagle Energy Corporation, AMZG, Inc., and Macquarie Bank Limited, dated December 27, 2012.
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10.45
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Commodity Swap Transaction Confirmation by and among American Eagle Energy Corporation, AMZG, Inc., and Macquarie Bank Limited, dated December 27, 2012.
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10.46
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Security Agreement by and among American Eagle Energy Corporation, AMZG, Inc., and Macquarie Bank Limited, dated December 27, 2012.
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10.47
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Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production and Revenue by and among American Eagle Energy Corporation, AMZG, Inc., and Macquarie Bank Limited, dated December 27, 2012.
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10.48
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Purchase and Sale Agreement by and between USG Properties Bakken I, LLC and American Eagle Energy Corporation, dated December 20, 2012.
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10.49
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Purchase and Sale Agreement Between SM Energy Company and American Eagle Energy Corporation, dated November 20, 2012.
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21.1
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List of Subsidiaries.
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23.1*
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Consent of MHA Petroleum Consultants LLC in respect of Exhibit 99.1.
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31.1*
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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99.1*
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Report of MHA Petroleum Consultants LLC dated March 18, 2013.
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____________
* Filed herewith.
^ Portions omitted pursuant to a request for confidential treatment.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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AMERICAN EAGLE ENERGY CORPORATION
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By:
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/s/ BRADLEY M. COLBY
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Bradley M. Colby
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President, Chief Executive Officer, Treasurer and Director
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Date: March 5, 2014
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Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
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Signature
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Title
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Date
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/s/BRADLEY M. COLBY
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President, Chief Executive
Officer, Treasurer and Director
(Principal Executive Officer)
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March 5, 2014
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Bradley M. Colby
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/s/KIRK A. STINGLEY
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Chief Financial Officer
(Principal Accounting Officer)
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March 5, 2014
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Kirk A. Stingley
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/S/THOMAS LANTZ
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Chief Operating Officer
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March 5, 2014
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Thomas Lantz
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/s/RICHARD FINDLEY
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Director (Chairman)
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March 5, 2014
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Richard Findley
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/s/JOHN ANDERSON
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Director
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March 5, 2014
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John Anderson
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/s/ ANDREW P. CALERICH
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Director
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March 5, 2014
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Andrew P. Calerich
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/s/PAUL E. RUMLER
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Director
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March 5, 2014
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Paul E. Rumler
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Director
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March 5, 2014
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James N. Whyte
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