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 even reported): January 6, 2006
PANGEA PETROLEUM CORP.
(Exact Name of Registrant As Specified in Its Charter)
Colorado 0-30503 76-063593
(State Or Other Jurisdiction (Commission File Number) (IRS Employer
Of Incorporation Or Organization) Identification No.)
9801 Westheimer, Suite 302 Houston, Texas 77042
(Address of Principal Executive Offices, Including Zip Code)
(713) 706-6351
(Registrant's Telephone Number, Including Area Code)
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.
Effective January 6, 2006, Pangea Petroleum Corp. ("Pangea") entered into an
Asset Purchase Agreement with Christopher Scully under which it will acquire a
1.5% working interest in oil and gas leases located in Fort Bend County, Texas
and a 2.5% working interest in oil and gas leases in Steuben County, New York.
As consideration for the transaction, Pangea has agreed to issue 20,000,000
shares of its restricted common stock in consideration of the payment for the
Fort Bend County, Texas and Steuben County, New York working interests. In
addition, upon the occurrence of each project obtaining net monthly revenue to
Pangea in excess of $1,000 per month, Pangea shall issue, for each project,
5,000,000 warrants to purchase common stock at a strike price of $0.015 per
share to Mr. Scully. Pangea will receive the assignment of the working interest
for the Fort Bend County leases after the costs of the purchase and drilling
have been recouped from the sale of products from the fields' well. Pangea will
receive the assignment of the working interest for the New York lease after
production is established from any well drilled by the operator of the lease.
As part of the Asset Purchase Agreement, Mr. Scully will receive additional
shares of restricted stock upon the closing of Pangea's acquisition or drilling
of prospects introduced by Mr. Scully over the next two years. The restricted
stock will be issued upon the closing of the acquisition or drilling of the
additional prospects when the cumulative Pangea net monthly revenue from these
prospects exceeds $25,000. Pursuant to this provision, Pangea acquired a 2.25%
working interest in a project in White County, Illinois. As consideration,
Pangea agreed to pay $18,675 for the initial 2.25% working interest
participation which covers the drilling costs to the casing point.
A copy of the Asset Purchase Agreement is attached hereto as Exhibit 10.1. A
copy of the press release related to this transaction is attached hereto as
Exhibit 99.1.
The Fort Bend County interest is a 421 acre project currently producing
approximately 6500 barrels of oil per month from 15 wells in the Miocene and
Frio sands. Current plans call for the drilling of four additional wells in the
next six months. The project utilized outside financing for recent drilling and
acquisition activities and the Pangea working interest will commence in an
estimated 12 months, following payout of the initial work.
The New York interest covers approximately 50,000 acres in Steuben County, New
York. The project is currently undergoing further geological evaluation over a
22 square miles area utilizing 3-D seismic. Thus far there are two well-defined
drilling prospects in the Trenton Black River, and two leads identified in the
Oriskany and Onandaga Reef sands. Additional seismic work is planned for 2006
and it is anticipated that drilling on the first well will commence in the 2nd
quarter of 2006.
The White County, Illinois project encompasses approximately 880 acres. The
primary target is the Warsaw Sand at 4200', with several secondary objectives
present up to 3200'. The first well is anticipated to be drilled the 1st quarter
of 2006, and will be drilled beyond the Warsaw level, to approximately 8500', to
test a geologic feature in the Trenton Black River.
Item 10.1 -Exhibits
10.1 Asset Purchase Agreement
99.1 Press Release
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.
Date: January 10, 2006 PANGEA PETROLEUM CORP.
By: /S/ CHARLES B. POLLOCK
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Charles B. Pollock, Chief Executive Officer