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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
Date of Report (Date of earliest event reported): MARCH 31, 1999
EUROGAS, INC.
(Exact name of registrant as specified in its charter)
Utah 33-1381-D 87-0427676
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
942 East 7145 South, Suite 101A
Midvale, Utah 84047
(Address of principal executive offices)
Registrant's telephone number, including area code: (801) 255-0862
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TABLE OF CONTENTS
Item 2. Acquisition or Disposition of Assets.................................... 1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits...... 1
Signatures...................................................................... 3
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 31, 1999, the Registrant entered into a verbal agreement with
Oxbridge Limited, Conquest Financial Corporation and Rockwell Limited, three
individual shareholders of Big Horn Resources Ltd., a Calgary, Alberta-based
oil and gas producer ("Big Horn"). Pursuant to the terms of the agreement, the
Registrant agreed to acquire 4,480,000 common shares of Big Horn in exchange
for the payment of approximately $.64 ($.78 Canadian) per share, resulting in
an aggregate purchase price of $2,866,718. The closing of the acquisition,
which is subject to the completion of pending stock transfer arrangements, is
anticipated to occur on or before May 1, 1999.
Big Horn is a full-service producer of oil and natural gas, producing
the equivalent of approximately 900 barrels of oil per day, with proven reserves
of approximately $7.7 million barrels of equivalent oil and with a net present
value of approximately $7.7 million, based on a 10% valuation rate. In October
1998, the Registrant entered into an agreement with Big Horn to acquire
8,500,000 Big Horn common shares. As a result of the March 1999 acquisition,
together with the Big Horn common shares acquired by the Company in October
1998, the Registrant now owns 14,100,000 Big Horn common shares, representing
approximately 52% of the outstanding Big Horn common shares.
The amounts paid by the Registrant in connection with March 1999 the
acquisition of the Big Horn common shares were determined through negotiations
between the Registrant and the three selling shareholders, based upon the
business, assets, liabilities, operations and prospects of Big Horn. The Big
Horn acquisition was funded through the Registrant's working capital and the
Registrant's delivery to the selling shareholders of promissory notes in an
aggregate amount of $1,766,718. Prior to the March 1999 acquisition, the
Registrant had entered into other commercial transactions with the selling
shareholders, including lending transactions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
As of the date of this filing, it is not practical to provide
financial statements. The Company intends to file an Amendment
to this Current Report on Form 8-K, which will include such
financial statements, not later than June 14, 1999.
(b) PRO FORMA FINANCIAL INFORMATION.
As of the date of this filing, it is not practical to provide
pro forma financial information. The Company intends to file an
Amendment to this Current Report on Form 8-K, which will include
such pro forma financial information, not later than June 14,
1999.
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(c) EXHIBITS.
The following exhibits are included herein:
REG S-K EXHIBIT
EXHIBIT NO. DESCRIPTION NO.
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99.1 Press Release dated April 15, 1999 (to be filed by amendment) 1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
EUROGAS, INC.
By:/s/ HANK BLANKENSTEIN
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Hank Blankenstein, Vice President and Treasurer
Date: April 15, 1999
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