UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 7, 2010
Date of Report (Date of earliest event reported)
MAINLAND RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation) | 000-52782
(Commission File Number) | 90-0335743
(IRS Employer Identification No.) |
20333 State Highway 249, Suite 200
Houston, Texas
(Address of principal executive offices) | |
77070
(Zip Code)
|
(281)-469-5990
Registrant's telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ X ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ X ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item | Description |
1.01 | Entry into a Material Definitive Agreement |
8.01 | Other Events |
9.01 | Financial Statements and Exhibits |
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
Mainland Resources, Inc. (OTCBB: MNLU, Frankfurt: 5MN) ("Mainland') and American Exploration Corporation (OTCBB: AEXP, Frankfurt: EQO) ("American Exploration") have agreed to extend the Merger Agreement and Plan of Merger between the parties dated March 22, 2010, as amended by a Letter Agreement dated July 28, 2010 (the "Merger Agreement").
The Merger Agreement is subject to termination by either party if certain conditions specified in the Merger Agreement are not satisfied at or before the "Termination Date," which was previously defined to mean September 30, 2010, or such later date as may be mutually agreed by the parties. Mainland and American Exploration have entered into an amending agreement dated September 7, 2010 which extends the Termination Date to December 31, 2010.
The merger remains subject to various conditions, including the approval of the respective stockholders of each of Mainland and American Exploration.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
On September 13, 2010, Mainland issued a press release announcing that it has agreed with American Exploration to extend the Merger Agreement between the parties as described in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 hereto.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed merger transaction with American Exploration announced on March 23, 2010, Mainland intends to file relevant materials with the United States Securities and Exchange Commission (the "SEC"), including a Registration Statement on Form S-4 (the "Registration Statement"), which will include a preliminary prospectus and related materials to register the securities of Mainland to be issued in exchange for securities of American Exploration.
The Registration Statement will incorporate a joint proxy statement/ prospectus (the "Proxy Statement/Prospectus") that Mainland and American Exploration plan to file with the SEC and mail to their respective stockholders in connection with obtaining stockholder approval of the proposed merger. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Mainland, American Exploration, the merger and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus when they become available, and other documents filed with the SEC by Mainland and American Exploration, through the web site maintained by the SEC at www.sec.gov. Mainland's security holders will also receive information at an appropriate time on how to obtain these documents free of charge from the Mainland. In any event, documents filed by Mainland with the SEC may be obtained free of charge by contacting the Company at: Mainland Resources, Inc.; Attention: Mr. William Thomas, Chief Financial Officer; 21 Waterway Avenue, Suite 300, The Woodlands, Texas 77380; Facsimile: (731) 583-1162.
Each of Mainland and American Exploration, and their respective directors and executive officers, also may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
EXHIBIT NUMBER |
DESCRIPTION
|
99.1 | Press release of Mainland Resources, Inc. dated September 13, 2010* |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MAINLAND RESOURCES, INC. |
DATE: September 13, 2010 | By:
/s/ William D. Thomas
William D. Thomas
Chief Financial Officer |
