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): February 27, 2009
PANGEA PETROLEUM CORP.
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(Exact name of registrant as specified in its charter)
Colorado 0-30503 76-0635938
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) ID Number)
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3600 Gessner, Suite 220, Houston, Texas 77063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 914-9193
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
To the extent that it must be reported in this Item, the information
included in Item 5.02 of this Current Report on Form 8-K is also incorporated by
reference into this Item 1.02.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On February 27, 2009, Pangea Petroleum Corp. (the "Company") received from
Thomas Mathew, theretofore a Company director and the Company's Chief Executive
Officer and President, a letter stating that Mr. Mathew was resigning from his
seat on the Company's Board of Directors and all offices that he held with the
Company, and that he was terminating his services agreement with the Company's
operating subsidiary. Mr. Mathew stated that his reason for such resignation
and termination was the significant accrued remuneration due to him that had not
been paid. Subsequent to the receipt of this letter, remaining members of the
Company's management conferred with Mr. Mathews and came to believe that Mr.
Mathews would remain with the Company notwithstanding his letter. However,
during a conversation on April 2, 2009 with remaining members of the Company's
management, Mr. Mathews made clear that he viewed his resignation and
termination to be effective as of February 27, 2009. The Company intends to
work with Mr. Mathews to reach an amiable resolution of the situation, and to
continue to have Mr. Mathews's assistance on a limited basis.
The Company is now conducting a search for a replacement for Mr. Mathew.
In the interim, Gregory H. Noble (a Company director and Vice President, and the
Company's Treasurer) will serve as interim Chief Executive Officer and
President. The Company will not now elect another director to fill Mr.
Mathews's seat, but will continue with a four-person Board for the time being.
SIGNATURE
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.
PANGEA PETROLEUM CORP.
Date: April 9, 2009 /s/ Gregory H. Noble
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Gregory H. Noble,
Interim President