As filed with the Securities and
Exchange Commission on March 6, 2014
Registration No. 333-192873
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN EAGLE ENERGY CORPORATION
(Exact name of registrant as specified
in its charter)
Nevada
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20-0237026
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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2549 W. Main Street, Suite 202
Littleton, Colorado 80120
(303) 798-5235
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Bradley M. Colby
President, Chief Executive Officer, Treasurer,
and Director
American Eagle Energy Corporation
2549 W. Main Street, Suite 202
Littleton, Colorado 80120
(303) 798-5235
(Name, address, including zip code, and
telephone numbers, including area code, of agent for service)
Copies to:
Randolf W. Katz, Esq.
Baker & Hostetler LLP
600 Anton Boulevard, Suite 900
Costa Mesa, California 92626-7221
Telephone: (714) 966-8807
Facsimile: (714) 966-8802
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check
the following box.
¨
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box.
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer
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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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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per unit (1)
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Proposed
maximum
aggregate
offering price (1)
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Amount of
registration fee (2)
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Common Stock, par value $0.001 per share
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TOTAL
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$
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150,000,000
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$
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19,320.00
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(3)
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(1)
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This Registration Statement covers up to $150,000,000 of an indeterminate number of shares of Common Stock. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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(3)
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Previously paid
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated March
6, 2014
PROSPECTUS
$150,000,000
Common Stock
We may offer and sell, from time to time,
in one or more offerings, shares of our Common Stock. We may offer securities at an aggregate offering price of up to $150,000,000.
Our Common Stock may be offered and sold in amounts, at prices and on terms that will be set forth in one or more prospectus supplements
to this prospectus.
This prospectus describes some of the general
terms that may apply to these securities and the general manner in which they may be offered. Each time we sell securities, a prospectus
supplement will be provided that will contain specific information about the terms of any securities offered and the specific manner
in which the securities will be offered. The prospectus supplement will also contain information, where appropriate, about material
United States federal income tax consequences relating to, and any listing on a securities exchange of, the securities covered
by the prospectus supplement. The prospectus supplement may add to, update, or change the information in this prospectus. You should
read this prospectus and any prospectus supplement carefully before you invest in our securities. This prospectus may not be used
to sell securities unless accompanied by a prospectus supplement.
We may offer the securities directly to
investors, through agents designated from time to time by us, or to or through underwriters or dealers. If any agents, underwriters
or dealers are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or
discount arrangement with, between or among them will be set forth, or will be calculable from the information set forth, in an
accompanying prospectus supplement. For more detailed information, see “Plan of Distribution.”
Our Common Stock is listed on the NYSE
MKT LLC under the symbol “AMZG.” On December 12, 2013, the closing price of our common stock was $2.11.
Investing in our securities involves
a high degree of risk. You should review carefully the risks and uncertainties referenced under “
Risk
Factors
” included in the applicable prospectus supplement and in our periodic reports and other information filed
with the Securities and Exchange Commission before investing in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is __________,
2014.
TABLE OF CONTENTS
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SUMMARY
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1
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RISK FACTORS
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2
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USE OF PROCEEDS
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2
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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2
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PLAN OF DISTRIBUTION
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5
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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
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8
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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IMPORTANT INFORMATION INCORPORATED BY REFERENCE
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LEGAL MATTERS
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10
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EXPERTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration
process. Under this process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar
amount of $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update, or change information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain
Information By Reference” below. We have filed or incorporated by reference exhibits to the registration statement of which
this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you. See “Where
You Can Find Additional Information” below.
You should rely only on the information
contained in this prospectus and the accompanying prospectus supplement or incorporated by reference into these documents. No dealer,
salesperson, or other person is authorized to give any information or to represent anything not contained or incorporated by reference
into this prospectus or the accompanying prospectus supplement. If anyone provides you with different, inconsistent, or unauthorized
information or representations, you must not rely on them. This prospectus and the accompanying prospectus supplement are an offer
to sell only the securities offered by these documents, but only under circumstances and in jurisdictions where it is lawful to
do so. The information contained in this prospectus or any prospectus supplement is current only as of the date on the front of
those documents.
SUMMARY
This summary highlights information contained
elsewhere or incorporated by reference into this prospectus. Because it is a summary, it does not contain all of the information
that you should consider before investing in our securities. You should read this entire prospectus carefully, including the section
entitled “Risk Factors,” any applicable prospectus supplement and the documents that we incorporate by reference into
this prospectus and the prospectus supplement, before making an investment decision. Unless the context indicates otherwise, as
used in this prospectus, the terms “we,” “us” and “our” refer to American Eagle Energy Corporation
and our subsidiaries.
Our Company
We are an exploration company engaged in
the acquisition, exploration, and development of natural resource properties. Since 2005, we have been engaged in the exploration
for petroleum and natural gas through the acquisition of contractual rights for oil and gas property leases and the participation
in the drilling of exploratory wells. Our current primary area of focus is, and will be for the foreseeable future, oil deposits
located within the Bakken and Three Forks formations in northwestern North Dakota.
We are primarily focused on drilling and
completing wells located within our Spyglass Property, located in northwestern North Dakota, where we target the extraction of
oil and natural gas reserves from the Bakken and Three Forks formations. As of September 30, 2013, 25 gross (7.94 net) of our operated
Spyglass wells were producing, in which we own working interests ranging from approximately 14% to 50%, with an average working
interest of approximately 32%. During the quarter ended September 30, 2013, we added five operated wells to production in our Spyglass
Project area, four of which are producing from the Three Forks formation, with the fifth well producing from the Middle Bakken
formation.
In addition, we have elected to participate
as a non-operating working interest partner in the drilling of 73 gross (3.55 net) wells within the Spyglass Property, of which
71 gross (3.40 net) wells were producing as of September 30, 2013. The remaining 2 gross (0.15 net) wells are scheduled for completion
during the fourth quarter of 2013. Our working interest ownership in these non-operated wells ranges from less than 1% to approximately
28%, with an average working interest of approximately 5%.
We also operate three gross (2.60 net) wells
and participate as a non-operating working interest partner in a fourth well (50% net working interest) located in southeastern
Saskatchewan (the “Hardy Property”). Our working interests in these four gross (3.10 net) wells range from 50% to 100%,
with an average of approximately 78%. The financial results stemming from the operation of our Canadian wells are significantly
less favorable than those of our US wells. Accordingly, we will continue to evaluate the performance of our Hardy wells. Should
circumstances dictate, we may elect to shut in our Hardy wells and/or seek to sell our interest in the wells, but no such determination
has been made as of the date of this filing.
We were incorporated in the State of Nevada
on July 25, 2003 under the name “Golden Hope Resources Corp.” On November 7, 2005, we merged a newly formed wholly-owned
subsidiary with and into us and changed our name to “Eternal Energy Corp.” On December 20, 2011, we merged a newly
formed wholly-owned subsidiary merged with and into American Eagle Energy Inc., with American Eagle Energy Inc. surviving as our
wholly-owned subsidiary. In connection with the 2011 merger, we changed our name to “American Eagle Energy Corporation.”
Our principal executive office is located at 2549 W. Main Street, Suite 202, Littleton, Colorado 80120 and our telephone number
at that address is (303) 798-5235. Our corporate website is
www.americaneagleenergy.com
. The information on our website
is not part of this prospectus.
The Securities We May Offer
We may offer shares of our Common Stock
with a total value of up to $150,000,000 from time to time under this prospectus, together with any applicable prospectus supplement,
at prices and on terms to be determined by market conditions at the time of offering. This prospectus provides you with a general
description of the securities we may offer. Each time we offer securities, we will provide a prospectus supplement that will describe
the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
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aggregate principal amount or aggregate offering price;
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voting or other rights; and
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certain federal income tax considerations.
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A prospectus supplement and any related
free writing prospectus may also add, update, or change information contained in this prospectus or in documents we have incorporated
by reference into this prospectus. However, no prospectus supplement or free writing prospectus shall offer a security that is
not registered and described in this prospectus.
This prospectus may not be used to offer
or sell any securities unless accompanied by a prospectus supplement.
We may sell the securities directly
or through underwriters, dealers or agents. We, and our underwriters, dealers or agents, reserve the right to accept or reject
all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in
the applicable prospectus supplement:
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the names of those underwriters or agents;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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We may issue shares of our Common Stock
from time to time. Holders of our Common Stock are entitled to one vote per share on all matters requiring a vote of stockholders,
including the election of directors. The holders of Common Stock are entitled to receive ratably such dividends, if any, as may
be declared from time to time by the board of directors out of funds legally available, subject to preferences that may be applicable
to preferred stock, if any, then outstanding. At present, we have no plans to issue dividends. In the event of a liquidation, dissolution,
or winding up of our company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The Common Stock has no preemptive
or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common
Stock. There is a limited public market for our Common Stock.
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before making an investment decision or acquiring any offered securities pursuant to this prospectus, you should
carefully consider the information contained or incorporated by reference in this prospectus and in any accompanying prospectus
supplement, including, without limitation, the risks described in our most recent Annual Report on Form 10-K and Quarterly Report
on Form 10-Q, which are incorporated herein by reference, the risk factors described under the caption “Risk Factors”
in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The occurrence of any of
these risks might cause you to lose all or a part of your investment in the offered securities. See “Where You Can Find More
Information.”
USE OF PROCEEDS
Unless we provide otherwise in a prospectus
supplement, we intend to use the net proceeds from the sale of our securities covered by this prospectus for general corporate
purposes, including, but not limited to, acquisitions, capital expenditures, and working capital.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The following description of our Common
Stock, together with the additional information we include in any applicable prospectus supplement and in any related free writing
prospectuses, summarizes the material terms and provisions of our Common Stock that we may offer under this prospectus. The following
summary of our Common Stock is subject in all respects to the applicable provisions of Chapter 78 of the Nevada Revised Statutes
(the “NRS”), our Articles of Incorporation, as amended, and our Bylaws, as amended.
General
We are authorized to issue up to 194,444,445
shares of Common Stock with a par value of $0.001. As of December 12, 2013, we had 70,834,140 shares of outstanding Common Stock.
Dividend Rights
Holders of our Common Stock are entitled
to receive ratably such dividends, if any, as may be declared by our Board of Directors.
No Conversion Rights, Sinking Fund Provisions, or Redemption
Rights
There are no redemption, conversion, or
sinking fund provisions applicable to our Common Stock.
Voting Rights; Quorum and Voting
Holders of our Common Stock are entitled
to one vote per share on all matters to be voted upon by the stockholders. Holders of our Common Stock will not have the right
to cumulate votes in elections of directors.
Pursuant to our Bylaws, the holders of a
majority of the issued and outstanding capital stock entitled to vote, present in person or represented by proxy, constitute a
quorum for any meeting of the stockholders. Directors are elected by a plurality of the votes cast at each annual meeting of the
stockholders. Other matters to be voted on by our stockholders must be approved by the vote of a majority of the shares represented
at the meeting at which there is a quorum and entitled to vote on such matter, unless the vote of a greater number or voting by
classes is required by applicable law, our Articles of Incorporation or our Bylaws.
Stockholder Action; Special Meetings
Our Bylaws provide that stockholders’
action can only be taken at an annual or special meeting of stockholders, or by written consent if such consent is signed by the
holders of a majority of the shares entitled to vote with respect to the subject matter thereof. Our Bylaws provide that, except
as otherwise required by law or our Articles of Incorporation, special meetings of the stockholders may be called at any time by
our president or by our Board of Directors. In addition, a special meeting of the stockholders shall be called by our president
at the request of the holders of not less than one-tenth of all outstanding shares entitled to vote on any issue at the meeting.
Board of Directors; Removal; Vacancies
Our Bylaws specify that the number of directors
is to be determined by resolution of the Board of Directors, provided there is at least one and no more than nine directors total.
Our Board of Directors is currently composed of five directors. We do not have a classified Board of Directors. Pursuant to our
Bylaws and the NRS, a director serves until the next annual meeting and until his or her successor has been elected and qualified,
until there is a decrease in the number of directors, or until his or her earlier death, removal, or resignation.
Our stockholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal
may be with or without cause unless the Articles of Incorporation provide that directors may only be removed for cause. A director
may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.
Unless the Articles of Incorporation provide
otherwise, if a vacancy occurs on the Board of Directors, the directors remaining in office shall fill the vacancy. If the directors
remaining in office constitute less than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date) may be filled by the Board of Directors before the vacancy occurs, but the new director may not take
office until the vacancy occurs. The term of a director elected to fill a vacancy expires at the next stockholders’ meeting
at which directors are elected. However, if his or her term expires, he or she shall continue to serve until his or her successor
is elected and qualified or until there is a decrease in the number of directors.
Liquidation Rights
Upon our liquidation, dissolution and winding
up, the holders of our Common Stock are entitled to share ratably in our assets which are legally available for distribution after
payment of all debts and other liabilities.
Preemptive Rights
Our Common Stock has no preemptive or conversion
rights or other subscription rights.
Transfer Agent and Registrar
The transfer agent and registrar for our
Common Stock is Interwest Transfer Company, Inc., 1981 Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117, Telephone (801)
272-9294, an independent stock transfer agency.
Listing
Our Common Stock is listed on the NYSE MKT
LLC under the symbol “AMZG.”
Anti-Takeover Effects of Certain Provisions of Nevada Law
As a Nevada corporation, we are also subject
to certain provisions of the NRS that have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.
These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval
of, our Board of Directors in connection with such a transaction. However, certain of these provisions may discourage a future
acquisition of us, including an acquisition in which the stockholders might otherwise receive a premium for their shares. As a
result, stockholders who might desire to participate in such a transaction may not have the opportunity to do so.
The Business Combinations Act provides that
specified persons who, with or through their affiliates or associates, own, or affiliates and associates of the subject corporation
at any time within two years own or did own, 10% or more of the outstanding voting stock of a corporation cannot engage in specified
business combinations with the corporation for a period of two years after the date on which the person became an interested stockholder,
unless: (i) the combination or transaction by which such person first became an interested stockholder was approved by the board
of directors before they first became an interested stockholder; or (ii) such combination is approved by: (x) the board of directors;
and (y) at an annual or special meeting of the stockholders (not by written consent), the affirmative vote of stockholders representing
at least 60% of the outstanding voting power not beneficially owned by such interested stockholder. The law defines the term “business
combination” to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers,
asset sales and other transactions in which the interested stockholder receives or could receive a benefit on other than a pro
rata basis with other stockholders.
The Control Share Acquisition Statute generally
applies only to Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who
are Nevada residents, and which conduct business directly or indirectly in Nevada. This statute generally provides that any person
that acquires a “controlling interest” acquires voting rights in the control shares, as defined, only as conferred
by the disinterested stockholders of the corporation at a special or annual meeting. A person acquires a “controlling interest”
whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the Nevada Revised
Statutes, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less
than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an
acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the
90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control
shares.” In the event control shares are accorded full voting rights and the acquiring person has acquired at least a majority
of all of the voting power, any stockholder of record who has not voted in favor of authorizing voting rights for the control shares
is entitled to demand payment for the fair value of its shares.
These laws may have a chilling effect on
certain transactions if our Articles of Incorporation or Bylaws are not amended to provide that these provisions do not apply to
us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting rights in the control
shares.
Amendment of Bylaws
The Board of Directors may amend or repeal
our Bylaws unless: (i) the Articles of Incorporation or the NRS reserve this power exclusively to the stockholders, in whole or
part; (ii) the stockholders, in adopting, amending, or repealing a particular Bylaw, provide expressly that the Board of Directors
may not amend or repeal that Bylaw; or (iii) the Bylaw either establishes, amends or deletes a “supermajority” stockholder
quorum or voting requirement, as defined in our Bylaws. Our stockholders may also amend or repeal our Bylaws at any annual or special
meeting of stockholders.
PLAN OF DISTRIBUTION
We may sell the securities offered by this
prospectus from time to time in one or more transactions, including without limitation:
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directly
to one or more purchasers;
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to
or through underwriters, brokers or dealers; or
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through
a combination of any of these methods.
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A distribution of the securities offered
by this prospectus may also be effected through the issuance of derivative securities, including without limitation, warrants,
subscriptions, exchangeable securities, forward delivery contracts, and the writing of options.
In addition, the manner in which we may
sell some or all of the securities covered by this prospectus includes, without limitation, through:
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a
block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal,
in order to facilitate the transaction;
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purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary
brokerage transactions and transactions in which a broker solicits purchasers; or
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privately
negotiated transactions.
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We may also enter into hedging transactions.
For example, we may:
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enter
into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage
in short sales of the Common Stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares of
Common Stock received from us to close out its short positions;
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sell
securities short and redeliver such shares to close out our short positions;
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enter
into option or other types of transactions that require us to deliver Common Stock to a broker-dealer or an affiliate thereof,
who will then resell or transfer the common stock under this prospectus; or
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loan
or pledge the Common Stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default
in the case of a pledge, sell the pledged shares pursuant to this prospectus.
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In addition, we may enter into derivative
or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus
and an applicable prospectus supplement or pricing supplement, as the case may be. If so, the third party may use securities borrowed
from us or others to settle such sales and may use securities received from us to close out any related short positions. We may
also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell
the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus
and the applicable prospectus supplement or pricing supplement, as the case may be.
A prospectus supplement with respect to
each offering of securities will state the terms of the offering of the securities, including:
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the
name or names of any underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any;
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the
public offering price or purchase price of the securities and the net proceeds to be received by us from the sale;
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any
delayed delivery arrangements;
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any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
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any
discounts or concessions allowed or re-allowed or paid to dealers; and
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any
securities exchange or markets on which the securities may be listed.
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The offer and sale of the securities described
in this prospectus by us, the underwriters, or the third parties described above may be effected from time to time in one or more
transactions, including privately negotiated transactions, either:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to the prevailing market prices; or
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General
Any public offering price and any discounts,
commissions, concessions or other items constituting compensation allowed or re-allowed or paid to underwriters, dealers, agents,
or remarketing firms may be changed from time to time. Underwriters, dealers, agents, and remarketing firms that participate in
the distribution of the offered securities may be “underwriters” as defined in the Securities Act. Any discounts or
commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting
discounts and commissions under the Securities Act. We will identify any underwriters, agents, or dealers and describe their commissions,
fees, or discounts in the applicable prospectus supplement or pricing supplement, as the case may be.
Underwriters and Agents
If underwriters are used in a sale, they
will acquire the offered securities for their own account. The underwriters may resell the offered securities in one or more transactions,
including negotiated transactions. These sales may be made at a fixed public offering price or prices, which may be changed, at
market prices prevailing at the time of the sale, at prices related to such prevailing market price or at negotiated prices. We
may offer the securities to the public through an underwriting syndicate or through a single underwriter. The underwriters in any
particular offering will be mentioned in the applicable prospectus supplement or pricing supplement, as the case may be.
Unless otherwise specified in connection
with any particular offering of securities, the obligations of the underwriters to purchase the offered securities will be subject
to certain conditions contained in an underwriting agreement that we will enter into with the underwriters at the time of the sale
to them. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are
purchased, unless otherwise specified in connection with any particular offering of securities. Any initial offering price and
any discounts or concessions allowed, re-allowed or paid to dealers may be changed from time to time.
We may designate agents to sell the offered
securities. Unless otherwise specified in connection with any particular offering of securities, the agents will agree to use their
best efforts to solicit purchases for the period of their appointment. We may also sell the offered securities to one or more remarketing
firms, acting as principals for their own accounts or as agents for us. These firms will remarket the offered securities upon purchasing
them in accordance with a redemption or repayment pursuant to the terms of the offered securities. A prospectus supplement or pricing
supplement, as the case may be, will identify any remarketing firm and will describe the terms of its agreement, if any, with us
and its compensation.
In connection with offerings made through
underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding
securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the
underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities,
including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements
to close out any related open borrowings of securities.
Dealers
We may sell the offered securities to dealers
as principals. We may negotiate and pay dealers’ commissions, discounts, or concessions for their services. The dealer may
then resell such securities to the public either at varying prices to be determined by the dealer or at a fixed offering price
agreed to with us at the time of resale. Dealers engaged by us may allow other dealers to participate in resales.
Direct Sales
We may choose to sell the offered securities
directly. In this case, no underwriters or agents would be involved.
Institutional Purchasers
We may authorize agents, dealers, or underwriters
to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed delivery
contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement or pricing supplement,
as the case may be, will provide the details of any such arrangement, including the offering price and commissions payable on the
solicitations.
We will enter into such delayed contracts
only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable institutions.
Indemnification; Other Relationships
We may have agreements with agents, underwriters,
dealers, and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities
Act. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services
for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
Market-Making, Stabilization and Other Transactions
Our Common Stock is listed on the NYSE MKT
LLC under the symbol “AMZG.” If the offered securities are traded after their initial issuance, they may trade at a
discount from their initial offering price, depending upon the market for similar securities and other factors. While it is possible
that an underwriter could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated
to do so, and any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as
to whether an active trading market will develop for the offered securities. We have no current plans for listing of the Common
Stock on any securities exchange; any such listing will be described in the applicable prospectus supplement or pricing supplement,
as the case may be.
In connection with any offering of Common
Stock, the underwriters may purchase and sell shares of Common Stock in the open market. These transactions may include short sales,
syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of Common Stock in excess of
the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered”
short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment
option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider,
among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase
shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the
Common Stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters
may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out
any naked short position by purchasing shares of Common Stock in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing
that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of
shares in the open market while the offering is in progress for the purpose of pegging, fixing or maintaining the price of the
securities.
In connection with any offering, the underwriters
may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when
the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short
positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to
be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue
them at any time.
Fees and Commissions
In compliance with the guidelines of the
Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission or agency fees or other
items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8%
of any offering proceeds pursuant to this prospectus and any applicable prospectus supplement or pricing supplement, as the case
may be.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, any prospectus supplement,
and the documents incorporated by reference into this prospectus contain certain “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to
our business, financial condition, liquidity, and results of operations. Words such as “anticipates,” “expects,”
“intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,”
“could,” “would,” “will,” “may,” “can,” “continue,” “potential,”
“should,” and the negative of these terms or other comparable terminology often identify forward-looking statements.
Statements in this prospectus and the other documents incorporated by reference that are not historical facts are hereby identified
as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act
and Section 27A of the Securities Act. These forward-looking statements are not guarantees of future performance and are subject
to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking
statements, including the risks discussed in this prospectus, in our Annual Report on Form 10-K for the fiscal year ended December
31, 2012 in Item 1A. under “Risk Factors” and the risks detailed from time to time in our future SEC reports. These
forward-looking statements include, but are not limited to, statements about:
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history of losses;
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speculative nature of oil and natural gas exploration, particularly in the Bakken Shale and Three Forks formations on which we are focused;
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substantial capital requirements and ability to access additional capital;
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ability to meet the drilling schedule;
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changes in tax regulations applicable to the oil and natural gas industry;
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results of acquisitions;
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relationships with partners and service providers;
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ability to acquire additional leasehold interests or other oil and natural gas properties;
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defects in title to our oil and natural gas properties;
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inability to manage growth in our businesses;
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ability to control properties that we do not operate;
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lack of diversification;
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competition in the oil and natural gas industry;
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global financial conditions;
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oil and natural gas realized prices;
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ability to market and distribute oil and natural gas produced;
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seasonal weather conditions;
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government regulation of the oil and natural gas industry, including potential regulations affecting hydraulic fracturing and environmental regulations such as climate change regulations;
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uninsured or underinsured risks; and
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material weaknesses in our internal accounting controls.
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Many of the important factors that will
determine these results are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking
statements, which speak only as of the date of this prospectus or, in the case of documents incorporated by reference, as of the
date of such documents. Except as otherwise required by law, we do not assume any obligation to publicly update or release any
revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect
the occurrence of unanticipated events.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration
statement we filed with the SEC. You should rely only on the information contained in this prospectus, any applicable prospectus
supplement and documents incorporated by reference into this prospectus. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any state where the offer is not permitted. You should
not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus,
regardless of the time of delivery of this prospectus or any sale of securities.
We file reports, proxy statements and other
information with the SEC. You may read and copy any reports, proxy statements or other information filed by us at the SEC’s
Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy statements and other information
regarding issuers that file electronically with the SEC, including us. The address of the SEC website is
http://www.sec.gov
.
IMPORTANT INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus, which means that we can disclose important information to you by referring you to other
documents filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated
by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of
the offering, and also between the date of the initial registration statement and prior to effectiveness of the registration statement:
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Our Annual Report on Form 10-K for the year ended December 31, 2012, filed on April 16, 2013;
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 14, 2013;
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Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 19, 2013;
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Our Quarterly Report on Form 10-Q for the quarter ended September 31, 2013, filed on November 14, 2013;
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Our Registration Statement on Form 8-A, filed on November 18, 2013;
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Our Current Report on Form 8-K, filed on November 14, 2013;
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Our Current Report on Form 8-K, filed on November 18, 2013;
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Our Current
Report on Form 8-K, filed on December 13, 2013;
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The description of our Common Stock contained in our Registration Statement on Form 10-SB, filed on August 18, 2004, including any amendment or report filed for the purpose of updating such description; and
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Any future filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering, and also between the date of the initial registration statement and prior to effectiveness of the registration statement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements and information statements.
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To the extent that any information contained
in any filings we have made or will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, or any exhibit
thereto, was furnished, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference
in this prospectus.
This prospectus is part of a Registration
Statement on Form S-3 that we have filed with the SEC under the Securities Act. The rules and regulations of the SEC
allow us to omit from this prospectus certain information included in the registration statement. For further information
about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration
statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any
other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document,
a copy of which has been filed as an exhibit to the registration statement.
These documents may also be accessed on
our website at
www.americaneagleenergy.com
. Except as otherwise specifically incorporated by reference in this prospectus,
information contained in, or accessible through, our website is not a part of this prospectus. You may request a copy of any or
all of the information incorporated by reference, at no cost, by writing or telephoning us at the following address:
American Eagle Energy Corporation
2549 W. Main Street, Suite 202
Littleton, Colorado 80120
Attention: Corporate Secretary
(303) 798-5235
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, Baker & Hostetler LLP, Costa Mesa, California, will provide opinions regarding the validity of the shares
of our Common Stock. Baker & Hostetler LLP may also provide opinions regarding certain other matters. Any underwriters will
also be advised about legal matters by their own counsel, which will be named in the prospectus supplement.
EXPERTS
The consolidated financial statements of
American Eagle Energy Corporation and subsidiaries as of December 31, 2012, and for the year then ended, have been incorporated
by reference herein and in the registration statement in reliance upon the report Hein & Associates LLP, Denver, Colorado,
independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The estimate of the reserves and income
attributable to certain leasehold interests of American Eagle Energy Corporation, including the estimates of the reserves and
income attributable to certain oil and gas properties of American Eagle Energy Inc. as of January 1, 2013, have been incorporated
by reference herein and in the registration statement in reliance upon the report MHA Petroleum Consultants LLC, Denver, Colorado,
independent consulting petroleum engineers, and upon the authority of said firm as an expert in such matters.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14.
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Other Expenses of Issuance and Distribution.
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The expenses relating to the registration
of the securities will be borne by us. All amounts are estimates except the SEC registration fee.
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Amount to
be paid*
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SEC Registration Fee
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$
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19,320
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Accounting Fees and Expenses
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3,000
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Legal Fees and Expenses
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5,000
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Printing expenses
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500
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Transfer Agent and Registrar Fees
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500
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Miscellaneous
expenses
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1,680
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Total
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$
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30,000
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*
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Since an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable. The amounts shown are estimates of expenses payable by us in connection with the filing of this registration statement and one offering of securities hereunder, but do not limit the amount of securities that may be offered.
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Item 15.
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Indemnification of Directors and Officers.
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Chapter 78 of the NRS provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or proceeding if he is not liable pursuant to NRS Section 78.138
or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Chapter 78 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall have been adjudged, after exhaustion of all appeals,
to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which
such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court
or other court of competent jurisdiction shall deem proper.
Our Articles of Incorporation and Bylaws
provide that we may indemnify our officers, directors, employees, agents and any other persons to the maximum extent permitted
by the NRS.
See the Exhibit Index which is incorporated
herein by reference.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i),
(1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to Sections 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(8) The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Littleton, Colorado, on March 6, 2014.
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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
(Principal Executive Officer)
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By:
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/s/ KIRK A. STINGLEY
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Kirk A. Stingley
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Bradley M. Colby and Kirk A. Stingley, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement and to sign any and all additional registration statements relating to the Registration Statement and filed pursuant
to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent or his substitute
or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed below by the
following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
BRADLEY M. COLBY
Bradley M. Colby
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President, Chief Executive Officer,
Treasurer, and Director
(Principal Executive Officer)
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March
6, 2014
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/s/
KIRK A. STINGLEY
Kirk A. Stingley
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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March 6, 2014
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/s/
THOMAS LANTZ by KIRK A. STINGLEY
Thomas Lantz
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Chief Operating Officer
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March
6, 2014
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/s/
RICHARD FINDLEY by KIRK A. STINGLEY
Richard Findley
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Director (Chairman)
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March
6, 2014
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/s/
JOHN ANDERSON by KIRK A. STINGLEY
John Anderson
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Director
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March
6, 2014
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/s/
ANDREW P. CALERICH by KIRK A. STINGLEY
Andrew P. Calerich
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Director
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March
6, 2014
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/s/
PAUL E. RUMLER by KIRK A. STINGLEY
Paul E. Rumler
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Director and Secretary
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March
6, 2014
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/s/
JAMES N. WHYTE by KIRK A. STINGLEY
James N. Whyte
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Director
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March
6, 2014
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EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1^
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Opinion of
Baker & Hostetler LLP.
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23.1*
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Consent of
Hein & Associates LLP
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23.2^
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Consent of
Baker & Hostetler LLP (included in Exhibit 5.1)
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23.3*
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Consent of MHA Petroleum Consultants LLC
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24.1
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Power of Attorney
(included on the signature page hereto)
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Grafico Azioni Immage Biotherapeutics (CE) (USOTC:IMMG)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Immage Biotherapeutics (CE) (USOTC:IMMG)
Storico
Da Lug 2023 a Lug 2024