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) October 18, 2005
CanWest Petroleum 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 3.02 Election of Directors.
Effective October 18, 2005, the Company expanded its Board of Directors to
three members and appointed Romeo D'Angela to fill the vacancy created by such
expansion. Although the Company initially disclosed (via press release issued
October 17, 2005) that Mr. D'Angela would be an independent director, the
Company now believes that Mr. D'Angela would not be considered "independent" as
that term is defined in Rule 4200(a)(15) of the Nasdaq listing standards. Since
the Company's members of its Board of Directors currently serve as its audit
committee, as well as performing the functions of a nominating committee, Mr.
D'Angela will participate in those duties with the entire Board of Directors.
In August and September 2005, Mr. D'Angela and Novadan Capital LP, an
entity controlled by Mr. D'Angela, participated in a private placement with the
Company whereby the Company issued 8% Convertible Notes. The private placement
was described in the Company's Form 10-QSB for the period ended July 31, 2005,
and capitalized terms are as defined in that Form 10-QSB. Mr. D'Angela
participated in both the Company's Original Offering and the Amended Offering
whereas Novadan Capital LP participated only in the Original Offering. Novadan
Capital Ltd., an entity controlled by Mr. D'Angela, received a finder's fee of
$85,487 in connection with the Original Offering.
The following table summarizes the Company's securities held by Mr.
D'Angela and his affiliated entities:
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Shares Underlying Shares Underlying
Common Convertible Notes Warrants
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$0.40 $0.90 $0.55 $1.30
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Romeo D'Angela -0- 96,143 262,825 96,143 262,825
- -------------------- ---------------- ------------- ------------- --------------- --------------
Novadan Capital LP 59,135 96,143 -0- 96,143 -0-
- -------------------- ---------------- ------------- ------------- --------------- --------------
Novadan Capital Ltd. 213,718 -0- -0- -0- -0-
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Mr. D'Angela exercises voting and investment control over all the securities
described above.
Except as described above, during he last two years neither Mr. D'Angela
nor any associate or affiliate of Mr. D'Angela, has or had a material interest,
direct or indirect, in any transaction, or in any proposed transaction, which
has materially affected or will affect the Company.
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: December 5, 2005 /s/ Thornton J. Donaldson
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Name: Thornton J. Donaldson
Title: President