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
February 23, 2005
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Date of Report (Date of earliest event reported)
LIONS PETROLEUM INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30285 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
600 17th Street, Suite 2800 South, Denver, CO, U.S.A. 80202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (720) 359-1604
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Energy Visions Inc.
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(former name or former address, if changed since last report)
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] 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))
Section 1 - Company's Business and Operations
Item 1.01 Entry Into A Material Definitive Agreement
Lions Petroleum, Inc. (Lions) is in the process of changing its business focus
from fuel cell and battery technology to the oil and gas industry. In this
regard Lions intends to spin off its wholly-owned subsidiary, Pure Energy
Visions Corporation, formerly Energy Ventures, Inc. ("Pure Energy
Corporation").
Lions announced its intent to spin off Pure Energy Corporation in December
2004, but Lions has recently been advised that a prospectus must be filed with
the applicable securities regulators in order to facilitate the distribution
of the Pure Energy Corporation's common shares, that Lions holds, to Lions'
shareholders. While this will take a considerable period of time to complete,
it is necessary to ensure that the process is carried out appropriately.
To expedite the spin-off, Lions, by consent of a majority of its shareholders,
issued special warrants that are effective as of September 20, 2004 (the
"Special Warrants"). The Special Warrants may be exercised on the basis of
one (1) Special Warrant for every share of Pure Energy Corporation. Each
Special Warrant entitles the Lions shareholder of record as of September 20,
2004, without the payment of any additional consideration, to acquire one (1)
common share in the capital of Pure Energy Corporation.
Pure Energy Corporation will use its best efforts to obtain from the Ontario
Securities Commission a receipt for a final prospectus qualifying for
distribution the common shares of Pure Energy Corporation to be distributed
pursuant to the exercise of the Special Warrants. The Special Warrants are
exercisable on or before the earlier of the date of issuance of the receipt
from the Ontario Securities Commission (the "Receipt Date"), and the date that
is 12 months from the date of issuance of the Special Warrant certificates
(the "Expiry Date"). Any Special Warrants not exercised by the Receipt Date
will be deemed to have been exercised by the holders on that date. In the
event the receipt from the Ontario Securities Commission is not obtained by
the Expiry Date, Special Warrants not exercised by that date will be deemed to
have been exercised by the holders and the common shares of Pure Energy
Corporation will be distributed as of that date.
Shares distributed upon exercise of the Special Warrants prior to the issuance
of the receipt from the Ontario Securities Commission (or in the event the
receipt is not issued), will be subject to an indefinite statutory hold period
in Canada, during which period of time the underlying shares may not be
re-sold. Such holding period(s) will expire in a particular jurisdiction 12
months from the date Pure Energy Corporation becomes a reporting issuer in
that jurisdiction.
Upon the exercise, or deemed exercise, of all of the Special Warrants, Lions'
shareholders as of September 20, 2004, will own all of the common shares of
Pure Energy Corporation and effectively will own the historical business
relating to rechargeable batteries and fuel cells, conducted by Pure Energy
Corporation. Pure Energy Corporation is currently negotiating to increase its
holdings in Pure Energy Inc., whose 100% owned subsidiary, Pure Energy Visions
Inc., owns a battery manufacturing plant in Amherst, Nova Scotia. Pure Energy
Inc's "Pure Energy" rechargeable alkaline batteries are the number one selling
brand of rechargeable batteries in Canada.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The following directors and principal officers have voluntarily resigned their
positions to facilitate our change of business to the oil and gas industry:
Wayne Hartford President, CEO and Director
Peter Searle Vice President of Finance, CFO and Director
Chris Lundstrom Director
Dr. Phillip Whiting Executive Vice President and Director
The following directors and principal officers have been appointed to serve
until the next annual meeting of shareholders:
Dale M. Paulson President, CEO and Director
Gordon L. Wiltse Secretary, CFO and Director
Duane D. Fadness Director
Dale Paulson has over 11 years of experience as a stockbroker and financial
advisor at a number of leading investment firms where he specialized in
raising venture capital for resource companies. He is also a director and
Vice-President of Panterra Resource Corp., a Canadian public company trading
on the TSX Venture Exchange. Mr. Paulson holds a Bachelors degree in Business
Administration from Simon Fraser University and a diploma from the Canadian
Securities Institute.
Gordon L. Wiltse has over 10 years of business experience as a business
manager and marketing consultant for private companies in various industries.
He is not a director or officer of any other public companies.
Duane D. Fadness has over 20 years of experience in the oil and gas industry
and is currently a Senior Business Development Representative for Western Gas
Resources, Inc., a United States public company trading on the New York Stock
Exchange. Western Gas is the industry leader of coal bed methane in
northeastern Wyoming. He has consulted in the land, marketing, pipeline, and
business development aspects of the oil and gas industry. He holds a Master
of Business Administration degree from the University of Denver.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lions Petroleum Inc.
DATED: February 23, 2005. /s/ Dale Paulson
By: _________________________________
Dale Paulson
President and Director