UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934
OR
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended _________________________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
OR
[X] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER:000-30087
AMG OIL LTD.
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
Canada
(Jurisdiction of incorporation or organization)
Suite 901, 30 St. Clair Avenue West
Toronto, Ontario, Canada, M4V 3A1
(Address of principal executive offices)
Alan Friedman
Suite 901, 30 St. Clair Avenue West
Toronto, Ontario, Canada, M4V 3A1
Telephone: +1 416 250 1955
Facsimile: +1 416 250 6330
E-mail: afriedman@adiraenergy.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to section 12(b) of the Act:
| Title of each Class | Name of each exchange on which registered |
| None | Not applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
N/A
(Title of Class)
- 1 -
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of September 1, 2009 was
62,240,001 common shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No[X]
If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.
Yes [ ] No [ ]
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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer[X] |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included
in this filing:
| International Financial Reporting Standards as issued by the | ||
| U.S. GAAP [ ] | International Accounting Standards Board [ ] | Other [X] |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.
Item 17[X] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes [ ] No[X]
__________
EXPLANATORY NOTE
This Amendment No. 1 to the Shell Company Report on Form 20-F originally filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2009 (the “Original Form 20-F”) is being filed by the Registrant with the SEC for the sole purpose of filing the pro forma balance sheet showing the effect of the acquisition of Adira Energy Corp. by the Registrant in Item 17 of the Original Form 20-F.
This Amendment No. 1 consists of a cover page, this explanatory note, the pro forma balance sheet required by Item 17, the exhibit index and the signature page.
Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original Form 20-F nor does this Amendment No. 1 reflect any events that have occurred after the Original Form 20-F was filed.
PART III
ITEM 17 FINANCIAL STATEMENTS
The following attached financial statement is incorporated herein:
| 1. | Pro Forma Consolidated Balance Sheet as at June 30, 2009 (Unaudited); and |
| 2. | Notes to Pro Forma Consolidated Balance Sheet as at June 30, 2009 (Unaudited). |
AMG OIL LTD.
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 2009
(Expressed in United States Dollars)
(Unaudited)
AMG OIL LTD.
Pro Forma Consolidated Balance Sheet
June 30, 2009
(Expressed in United States Dollars)
(Unaudited)
| Adira | |||||||||||||||
| AMG Oil Ltd. | Energy Ltd. | ||||||||||||||
| at June 30, | at June 30, | ||||||||||||||
| 2009 | 2009 | Adjustments | Note | Consolidated | |||||||||||
| ASSETS | |||||||||||||||
| Cash | $ | 946,128 | $ | 53,502 | $ | 2,000,000 | 2(b)(c) | $ | 2,999,630 | ||||||
| Equipment deposits | 0 | 140,350 | 0 | 140,350 | |||||||||||
| Oil and gas license | 0 | 1 | 0 | 1 | |||||||||||
| $ | 946,128 | $ | 193,853 | $ | 2,000,000 | $ | 3,139,981 | ||||||||
| LIABILITIES | |||||||||||||||
| Accounts payable | $ | 14,654 | $ | 22,851 | $ | 225,000 | 2(b) | $ | 262,506 | ||||||
| Due to related party | 0 | 10,318 | 0 | 10,318 | |||||||||||
| 14,654 | 33,169 | 225,000 | 272,824 | ||||||||||||
| EQUITY | |||||||||||||||
| Share Capital | 232 | 910,688 | 2,606,088 | 2(a)(b)(c) | 3,517,008 | ||||||||||
| Contributed Surplus | 4,232,140 | 0 | (4,131,986 | ) | 2(a)(b) | 100,154 | |||||||||
| Deficit | (3,300,898 | ) | (750,004 | ) | 3,300,898 | 2(a) | (750,004 | ) | |||||||
| 931,474 | 160,684 | 1,775,000 | 2,867,158 | ||||||||||||
| $ | 946,128 | $ | 193,853 | $ | 2,000,000 | $ | 3,139,981 |
AMG OIL LTD.
Notes to Pro Forma Consolidated Balance
Sheet Period Ended June 30, 2009
(Expressed in United States Dollars)
(Unaudited)
| 1. | BASIS OF PRESENTATION | |
The accompanying unaudited pro forma consolidated balance sheet as at June 30, 2009 was prepared by AMG Oil Ltd. (the “Company” or “AMG”) for inclusion in the Form-20F dated August 31, 2009 being filed by the Company for submission to the Securities Exchange Commission for the Securities Exchange Agreement (the “Agreement”) with Adira Energy Corp. (“Adira”), as described in note 2(a). Accordingly, this unaudited pro forma consolidated balance sheet may not conform to the other financial statements included elsewhere in the Form 20-F. This pro forma consolidated balance sheet of the Company has been compiled by combining the unaudited balance sheet of AMG as at June 30, 2009 with the unaudited consolidated balance sheet of Adira as at June 30, 2009. | ||
This unaudited pro forma consolidated balance sheet should be read in conjunction with the unaudited financial statements of AMG as at June 30, 2009, the audited financial statements of AMG as at September 30, 2008, the unaudited consolidated financial statements of Adira as at June 30, 2009 and the audited consolidated financial statements of Adira as at April 30, 2009 included elsewhere in the Form-20F, or available at http://www.sec.gov/edgar.shtml. | ||
The unaudited pro forma consolidated balance sheet applies reverse takeover (“RTO”) accounting whereby the legal parent is considered to have been acquired by the legal subsidiary. Share capital represents the authorized and issued number of shares of the legal parent and the share capital amount and deficit are those of the legal subsidiary, the ongoing operating company. | ||
It is management’s opinion that this pro forma consolidated balance sheet includes all adjustments necessary for the fair presentation of the transactions described herein and is in accordance with Canadian generally accepted accounting principles (“GAAP”) applied on a basis consistent with the Company’s accounting policies. There are no differences between Canadian and United States generally accepted accounting principles. Accordingly, the amounts presented conform to both Canadian and US GAAP and no reconciliation has been provided. The pro forma consolidated balance sheet is not intended to reflect the financial position of AMG, which would have actually resulted had the transactions been effected on the dates indicated. Actual amounts recorded upon consummation of the transactions will differ from those recorded in the unaudited pro forma consolidated balance sheet and the differences may be material. | ||
| 2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS WITH RESPECT TO THE PROPOSED TRANSACTIONS | |
The pro forma adjustments described below are based upon available information and certain assumptions management believes are reasonable. | ||
| (a) | Allocation of purchase price | |
The accompanying unaudited pro forma consolidated balance sheet of the Company gives effect to the proposed acquisition of 100% of the issued and outstanding shares of AMG by Adira, as if it had occurred on June 30, 2009, by the issuance of 39,040,001 common shares of the Company for a total deemed value of $931,474 pursuant to the Agreement dated August 4, 2009. | ||
AMG OIL LTD.
Notes to Pro Forma Consolidated Balance
Sheet Period Ended June 30, 2009
(Expressed in United States Dollars)
(Unaudited)
| 2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS WITH RESPECT TO THE PROPOSED TRANSACTIONS(Continued) | |
| (a) | Allocation of purchase price (Continued) | |
The acquisition has been accounted for using the purchase method. Accordingly, the value of the assets acquired and liabilities assumed have been adjusted to reflect their fair values at the acquisition date. The purchase price has been allocated as follows: | ||
| Cash | $ | 946,128 | ||
| Accounts payable and accrued liabilities | (14,654 | ) | ||
| 931,474 | ||||
| Issuance of share capital | (931,474 | ) | ||
| Allocated to deficit | $ | 0 |
| (b) | Private placement | |
Adira will complete a private placement financing of 8,000,000 units at $0.25 per units for proceeds of $2,000,000 immediately prior to the securities exchange. Each unit consists of one common share of Adira and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.50 per common share for a period of two years following closing. In connection with the private placement, the Company issued to agents, 240,001 common shares and 455,770 agent’s warrants. Each agent’s warrant is exercisable to purchase one common share at a price of $0.25 per common share for a two-year period following closing. The Company uses the Black-Scholes option pricing model to value compensatory warrants issued. The agent’s warrants issued were valued at $100,154 and were allocated to share issue costs. Additionally, the Company has accrued $225,000 for estimated costs associated with the private placement and securities exchange. | ||
To estimate the fair value of the warrants using the Black-Scholes model, the following weighted average assumptions were used: |
| Risk-free interest rate | 1.32% |
| Expected life | 1.92 years |
| Expected stock price volatility | 183.37% |
| Expected dividend yield | 0.00% |
Adira completed the placement of 7,600,000 units prior to the securities exchange and the remaining 400,000 unit placement subsequent thereto (note 2(c)). | ||
| (c) | Private placement | |
Immediately subsequent to the completion of the securities exchange, AMG completed a private placement of 400,000 units at $0.25 per unit for proceeds of $100,000 (note 2(b)). |
AMG OIL LTD.
Notes to Pro Forma Consolidated Balance
Sheet Period Ended June 30, 2009
(Expressed in United States Dollars)
(Unaudited)
| 2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS WITH RESPECT TO THE PROPOSED TRANSACTIONS(Continued) | |
| (d) | Capital stock continuity | |
A continuity of AMG’s issued common share capital and related recorded values after giving effect to the pro forma transactions as described above is as follows: | ||
| Number of | |||||||
| Shares | Amount | ||||||
| AMG | |||||||
| Balance, June 30, 2009 | 23,200,000 | $ | 232 | ||||
| Adira | |||||||
| Balance at June 30, 2009 | 31,200,000 | 910,688 | |||||
| Shares issued in private placement (note 2(b)) | 7,600,000 | 1,900,000 | |||||
| Broker compensation shares issued (note 2(b)) | 240,001 | 60,000 | |||||
| Share issue costs (note 2(b)) | 0 | (385,154 | ) | ||||
| 39,040,001 | 2,485,534 | ||||||
| Shares issued for the acquisition of Adira | |||||||
| Adira shares acquired by AMG pursuant to RTO | (39,040,001 | ) | 0 | ||||
| AMG shares issued pursuant to RTO (note 2(a)) | 39,040,001 | 931,474 | |||||
| Elimination of AMG share balance pursuant to RTO | |||||||
| (note 2(a)) | 0 | (232 | ) | ||||
| Shares issued in private placement of AMG | |||||||
| (note 2(c)) | 400,000 | 100,000 | |||||
| 400,000 | 1,031,242 | ||||||
| Balance, June 30, 2009 | 62,640,001 | $ | 3,517,008 |
ITEM 19 EXHIBITS
The following exhibits are included in this Form 20-F/A:
| Exhibit | |
| Number | Description |
| 1.1 | Articles of Conversion(1) |
| 1.2 | Articles of Continuance(1) |
| 1.3 | By-Laws(1) |
| 4.1 | Securities Exchange Agreement among the Company, Adira Energy, Alan Friedman, Dennis Bennie and Ilan Diamond.(2) |
| 4.2 | Form of Securities Exchange Agreement among the Company, Adira Energy and the Minority Shareholders of Adira Energy.(2) |
| 4.3 | 2009 Stock Option Plan(2) |
| 4.4 | Agency Agreement between Adira Energy and Sandfire Securities Inc.(2) |
| 4.5 | Form of Subscription Agreement for Adira Energy August 2009 Private Placement(2) |
| 15.1 | Consent Letter of Devisser Gray, Chartered Accountants(2) |
| (1) | Herein incorporated by reference as previously included in our Form 8-K filed on December 2, 2008. |
| (2) | Previously filed in our Shell Company Report on Form 20-F filed with the SEC on September 4, 2009. |
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 Form 20-F, on its behalf.
AMG OIL LTD.
| Per: | /s/ Ilan Diamond | |
| Name: | Ilan Diamond | |
| Title: | Chief Executive Officer | |
| Date: | December 14, 2009 |
