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
Date of Report (Date of earliest event reported) August 9, 2005
CanWest Petroleum Corporation (f/k/a Uranium
Power Corporation) (Exact name of
registrant as specified in its charter)
Colorado 0-27659 98-0461154
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
206 - 475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 685-8355
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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 (see General Instruction A.2. below):
|_| 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 1.01 Entry in to a Material Definitive Agreement.
On August 9, 2005 CanWest Petroleum Corporation ("CanWest") entered into a Joint
Venture Agreement (the "Agreement") with Triple 7 Energy Inc., West Peak
Ventures of Canada Ltd., Dr. Michael Ranger, (collectively the "Triple 7 Joint
Venture") and Township Petroleum Corporation, a subsidiary of CanWest
("Township"). The effective date of the Agreement is June 1, 2005.
The Agreement sets out the understanding of the parties to acquire, develop and
produce oil sands deposits located in the Athabasca Region of Alberta, Canada
and establishes payment and royalty procedures with regards to any leases
acquired under the Agreement. As part of the Agreement the parties agree to
identify and post for sale certain leases for oil sands rights at the Alberta
Crown Sale of August 24, 2005, and agree upon and post bids for such leases, by
way of the services of a third party land agent. The parties to the Triple 7
Joint Venture have agreed, pursuant to a separate letter agreement to which
CanWest is not a party, to provide their expertise and industry experience to
evaluate, select and determine the bids on, the oil sands leases. Township, an
Alberta corporation wholly owned by CanWest, shall own and administer the rights
under the leases acquired at the Alberta Crown Sale (the "Acquired Leases"), and
shall explore and evaluate, or cause to be explored or evaluated, the Acquired
Leases to determine the quantity of bitumen reserves.
In consideration of the expertise and industry experience provided by the Triple
7 Joint Venture to select and acquire the Acquired Leases, and in the event that
Township acquires one or more leases, CanWest has agreed to pay the Triple 7
Joint Venture $150,000 Canadian payable in common shares, to be shared equally
between the parties to the Triple 7 Joint Venture, upon acquisition of the
Acquired Leases. CanWest shall also pay to the Triple 7 Joint Venture partners,
as ongoing fees, $150,000 in cash or common shares (at the discretion of
CanWest) on the first and second anniversary dates of the Agreement. Shares
issued under the Agreement are subject to "piggyback" registration rights. On
the third anniversary date of the Agreement CanWest shall pay to the Triple 7
Joint Venture $450,000 Canadian per parcel of Acquired Leases that have not been
surrendered, or for which no commercial project has been identified.
In the event that Township receives a feasibility study, conducted by an
independent third party, that indicates that a commercial project on one or more
of the leases is economic and wishes to construct a commercial project, they are
required to notify the Triple 7 Joint Venture. Upon commencement of construction
of such a commercial project Township shall pay to the Triple 7 Joint Venture
the sum of $6,000,000 Canadian, to be shared equally among the partners.
In addition to such payments Township has granted each of the Triple 7 Joint
Venture partners a royalty in the Acquired Leases of $0.03 Canadian on each
barrel of crude bitumen produced, saved and sold from the Acquired Leases, or
$450,000 Canadian per year, whichever is greater. Such royalty is governed by
the royalty procedure which stipulates, among other things, that the royalty
will be secured by a lien, first charge or security interest on the royalty
lands, and that the royalty is assignable or transferable subject to a right of
first offer to Township.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Triple 7 Joint Venture Agreement, effective June 1, 2005.
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.
CanWest Petroleum Corporation
(Registrant)
Date: August 10, 2005 /s/ Thornton J. Donaldson
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Name: Thornton J. Donaldson
Title: President