UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 29, 2010
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(November 19, 2010)
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HIGH PLAINS GAS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-125068 26-3633813
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3601 Southern Dr., Gillette, Wyoming 82718
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (307) 686-5030
Northern Explorations, Ltd.
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(Former name and 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:
[ ] 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The Asset Acquisition Transaction
As previously reported, on September 30, 2010, High Plains Gas, Inc. (the
"Company") entered into an Operations and Convertible Note Purchase Agreement
(the "Operating Agreement") with Current Energy Partners Corporation, a Delaware
Corporation ("Current") and its wholly owned subsidiary CEP M Purchase LLC
("CEP").
In accordance with the terms of the Operating Agreement, the Company purchased a
Convertible Note from Current. The proceeds from the Convertible Note were to
be used by Current through its subsidiary CEP to purchase a significant resource
base and land position from Pennaco Energy, Inc. ("Pennaco"), a wholly owned
subsidiary of Marathon Oil Company. On November 19, 2010, the Convertible Note
was converted into a 51% membership interest in CEP, giving the Company
effective control of CEP. The Convertible Note was purchased for $3,550,000 as
well as providing certain bonding requirements required for closing the Pennaco
transaction.
Effective July 1, 2010, CEP and Current had entered into a Purchase and Sale
Agreement with Pennaco (the "Pennaco Agreement") to purchase the Assets. Upon
completion of certain conditions required in the Pennaco Agreement, that
transaction closed on November 19, 2010, upon which the Company effectively
acquired the assets.
As previously reported, on October 31, 2010 the Company had also entered into an
Option Agreement with Current pursuant to which the Company was granted an
option to purchase the remaining 49% interest in CEP for a total consideration
of $1,500,000 and 11,250,000 newly issued shares of common stock of the Company.
On November 24, 2010, the Company and Current amended the Option Agreement to
provide that payment of the cash consideration would be made from the first
$10,000,000 in funding from a proposed financing or by January 31, 2011. Also
on November 24, 2010, the Company effectively exercised the option and acquired
the remaining 49% of CEP, following which the Company owns 100% of the
underlying assets.
There is no relationship between the Company or any director or officer of the
Company, or any associate of any such Director or officer, and any person
representing Current or Pennaco.
Description of the Assets
The Assets consist of Pennaco Energy's "North & South Fairway" assets located in
the Powder River Basin. These properties consist of approximately 155,000 net
operated acres and over 1,600 coalbed methane wells, with 40,000 of these acres
available for future development.
The assets consist of operational capacities including gathering systems,
compression equipment, transportation rights and production wells, both active
and idle.
Asset Highlights
- - Production: ~17,000 Mcfpd - Gross/~13,600 Mcfpd-Net
- - Over 1,600 Coalbed methane wells
- - Acreage Position: 155,000 Net Acres (>90% Held by Production)
- - Average Working Interest: 97%
- - Average Net Revenue Interest: 80%
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
High Plains Gas, Inc. includes by reference the following exhibits:
10.1 Purchase and Sale Agreement among Current Energy Partners
Corporation, CEP M Purchase LLC and Pennaco Energy, Inc. dated July 25, 2010
10.2 Amendment dated November 24, 2010 to Option Agreement dated
October 31, 2010 by and between High Plains Gas, LLC, and Current Energy
Partners Corporation.
Financial Statements and pro forma financial information reflecting acquisition
of the assets will be provided by amendment.
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.
HIGH PLAINS GAS, INC.
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Date: November 25, 2010 By: \s\ Mark D. Hettinger
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Name: Mark D. Hettinger
Title: CEO and Director
Principal Executive Officer
Date: November 25, 2010 By: \s\ Joe Hettinger
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Name: Joe Hettinger
Title: CFO and Director
Principal Financial Officer