UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No 2
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 2005
CanWest Petroleum Corporation (f/k/a Uranium Power Corporation)
(Exact name of registrant as specified in its charter)
Colorado 0-27659 None
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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.
See description under Item 3.02, below.
Item 3.02 Unregistered Sales of Equity Securities.
The Company files this amended report on Form 8-K report to correct certain
disclosure related to the terms of conversion and the Class B Warrants.
On June 10, 2005 the Company issued 7% Convertible Notes (the "Notes") with
stock purchase warrants for aggregate principal amount of $2,000,000, all
pursuant to a Subscription Agreement (the "Subscription Agreement") with the
purchasers. The Notes are convertible to shares of the Company's common stock
(the "Common Stock") at the lesser of $0.60 or 135% of the average of the five
lowest closing bid prices of the Common Stock for the ten trading days preceding
the effective date of a registration statement registering for resale the shares
issuable upon conversion of the Notes or 70% of the average of the five lowest
closing bid prices of the Common Stock for the ten trading days preceeding the
notice of conversion. For each $0.40 invested, the subscriber received a two
year warrant (the "Class A Warrant") to purchase one share of Common Stock,
exercisable at $0.55 per share. In addition, for each $0.80 invested, the
subscriber received a two year warrant (the "Class B Warrant") to purchase one
share of Common Stock, exercisable at $1.50 per share. The securities were
issued in reliance on the exemptions found in Sections 4(2) and 4(6), and
Regulation D of the Securities Act of 1933 (the "Act"), as all of the purchasers
under the Subscription Agreement were accredited investors. A cash commission on
the transaction of: (i) 10% of the gross proceeds was paid; and (ii) 10% of the
cash exercise price upon exercise of the Class A Warrants will be paid upon such
exercise. In addition, the finder received a two year warrant to purchase
500,000 shares of Common Stock, exercisable at $0.45 per share.
The Subscription Agreement contains certain registration rights for the shares
of Common Stock issuable upon conversion of the Notes and upon exercise of the
Class A Warrants, Class B Warrants, and Finders Warrant. The Company will incur
substantial penalties if it fails to file such registration statement by a
specified date, and if the registration statement is not effective by another
specified date. The Notes, Class A Warrants, Class B Warrants and Finders
Warrant all contain anti-dilution protection to the holders. In addition, the
Company is required to make monthly payments on the Note, although the first
four months' payments shall accrue and be payable in October 2005, with regular
monthly payments thereafter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
CanWest Petroleum Corporation, f/k/a
Uranium Power Corporation
(Registrant)
Date: August 11, 2005 /s/ Thornton J. Donaldson
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Name: Thornton J. Donaldson
Title: President