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): November 30, 2005
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CADENCE RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
UTAH 0-25170 87-0306609
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3760 North US 31 South, Traverse City, MI 49685
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (231) 941-0073
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(Former name or former address, if changed since last report.)
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 into a Material Definitive Agreement
On December 2, 2003, Aurora Energy, Ltd. ("Aurora") entered into a
Development Agreement (the "Development Agreement") for a joint venture with
Wabash Energy Partners, L.P. ("Wabash"), to acquire and develop mineral leases
for the New Albany Shale gas play in Indiana. The Development Agreement is
described in the amended Form S-4 Registration Statement that was filed by
Cadence Resources Corporation on September 16, 2005 and was declared effective
on September 22, 2005 (the "S-4 Registration Statement") and is incorporated
herein by reference. Also as described in the S-4 Registration Statement, which
is incorporated by reference, Wabash owns a 20% membership interest in Aurora
Operating, L.L.C.
On October 13, 2005, Aurora entered into a Purchase and Sale Agreement
(the "Wabash Purchase Agreement") with Wabash. Under the Wabash Purchase
Agreement, Aurora agreed to purchase all of Wabash's interest in the leases that
were acquired under the Development Agreement, Wabash's 20% interest in Aurora
Operating, L.L.C., and the interest that Wabash has in a farmout agreement it
had previously entered into jointly with Aurora relating to certain additional
Indiana leaseholds. Upon closing of the transaction, the Development Agreement
will be terminated. The closing is scheduled to occur by February 1, 2006. There
are certain conditions to closing that must be satisfied before a closing will
occur.
On November 15, 2005, Aurora entered into a Purchase and Sale Agreement
(the "New Albany Agreement") with New Albany-Indiana, LLC ("New Albany"),
pursuant to which New Albany has agreed to purchase from Aurora an undivided
48.75% working interest (40.7% net revenue interest) in the leaseholds that are
the subject of the Wabash Purchase Agreement. In addition, at the closing of the
New Albany purchase, Aurora will grant New Albany an option, exercisable for a
period of 18 months at a fixed price per acre, to acquire a 50% working interest
in additional acreage leased or acquired by Aurora or its affiliates within
certain other specified counties located in Indiana. The closing is scheduled to
occur by February 1, 2006. There are certain conditions to closing that must be
satisfied before a closing occurs. New Albany is owned 50% by College Oak
Investments, Inc. and 50% by Rex Energy Operating Corp. Aurora will serve as
operator for all of the wells drilled that it participates in under the New
Albany Agreement.
The effect of the Wabash Purchase Agreement and the New Albany Agreement
is to substitute New Albany as Aurora's joint venture partner for the Indiana
acreage in question, increase Aurora's ownership position from a 17.5% working
interest to a 48.75% working interest (40.7063% net revenue interest), and
provide that Aurora will be the operator for these Indiana wells.
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.
CADENCE RESOURCES CORPORATION
Date: November 30, 2005 /s/ William W. Deneau
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By: William W. Deneau
Its: President