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Subsequent Events
12 Months Ended
Aug. 31, 2013
Notes  
Subsequent Events

Note 13  Subsequent Events

 

In September, 2013, we issued Convertible Debentures to two non-US resident accredited investors pursuant to Regulation S in the aggregate amount of $35,000.

 

In October, 2013, we issued Convertible Debentures to two non-US resident accredited investors pursuant to Regulation S in the aggregate amount of $15,000.

 

Effective October 16, 2013, we entered into a consulting agreement for assistance in certain business and corporate matters, such as strategic and business plans, expansion of the Company's shareholder base and financing alternatives. The term of the agreement is for a period of 90 days from the effective date. We issued the consultant a total of 700,000 shares of Company common stock valued at $140,000, the fair value on the effective date, as compensation under the agreement.

 

Effective October 17, 2013, we entered into a definitive agreement with American Midwest Oil and Gas Corp. ("AMOG") to participate, through a joint venture, in the exploration and development of certain oil and gas wells located in Montana that are currently held by AMOG. The agreement is pending the Company's full due diligence on the AMOG assets, which is to be completed within 60 days of the execution of the agreement. Upon completion of due diligence and acceptance by the Company, both parties will enter into a Participation Agreement, whereby, in general the Company will participate on a 1/3 for 1/4 through to the tanks basis such that we will have a 100% working interest and a 75% net revenue interest after payment of royalties and taxes. Both the Company and AMOG will share in the operating expenses on a 75%/25% basis. 

 

On October 24, 2013, the Board of Directors authorized the implementation of the 2013 Employee and Consultant Stock Option Plan (the "2013 Option Plan"). The 2013 Option Plan is intended to provide an incentive to our executive personnel, directors, key employees or consultants who are responsible for or contribute to our management, growth and/or profitability. The purpose of granting options to such persons under the Plan is to attract them to consider employment with, or service to, us, to encourage their continued employment or service, and to give them incentive to provide their best efforts to us for purposes of enhancing shareholder value. A total of up to 3,000,000 shares of our common stock have been reserved for the 2013 Option Plan. The options can be issued at a strike price set at up to a 10% discount to market.

 

On October 25, 2013, we entered into a Farmout Agreement with AMOG. This is a related party transaction as our majority shareholder and sole director and officer, at that date, is also an affiliate of AMOG. The Farmout Agreement gives us the right to drill a well, and potentially additional wells, on the land underlying leases held by AMOG as defined in the agreement.

 

On October 30, 2013, we settled an outstanding payable in the amount of approximately $125,000 through the issuance of an 8% promissory note in the amount of $35,000 due January 31, 2014 and 200,000 shares of our common stock with an agreed upon value of $0.01 per share.

 

On October 31, 2013, we settled an outstanding payable in the amount of $8,348 through the issuance of an option to purchase 33,000 shares of our common stock. The option has a five-year term ending October 31, 2018 and an exercise price of $0.25 per share.

 

Effective October 31, 2013, the Company granted its CEO/Director a 5 year option to purchase 500,000 shares of Company common stock with an exercise price $0.25 per share. The option vests over an 18 month period, as defined in the agreement.

 

On November 4, 2013, the Company appointed Frank Lamendola as a Director and its Chief Financial Officer and appointed Ryan Kerr as a Director. Mr. Lamendola was granted a 5 year option to purchase 300,000 shares of Company common stock with an exercise price of $0.25 per share and Mr. Kerr was granted a 5 year option to purchase 150,000 shares of Company common stock with an exercise price of $0.25 per share.  Both options vest over an 18 month period, as defined in the agreements. In connection with the appointment, Mr. Lamendola and Mr. Kerr entered into the Company’s standard form of Indemnification Agreement. Pursuant to this agreement, subject to the exceptions and limitations provided therein, the Company has agreed to hold harmless and indemnify Mr. Lamendola and Mr. Kerr to the fullest extent permitted by law against any and all liabilities and expenses in connection with any proceeding to which such director or officer was, is or becomes a party, arising out of their services as an officer, director, employee, agent or fiduciary of the Company or its subsidiaries.

 

On December 10, 2013, we issued a Convertible Debenture to a non-US resident accredited investor pursuant to Regulation S in the amount of $20,000.