UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
High Plains Gas, Inc.
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount previously paid:_______________________________________
2) Form, Schedule or Registration Statement No.:_________________
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4) Date Filed:___________________________________________________
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High Plains Gas, Inc
3601 Southern Dr.
Gillette, Wyoming 82718
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities and Exchange Act Of 1934
Approximate Date of Mailing: April 8, 2011
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information Statement is being furnished by the Board of Directors of High
Plains Gas, Inc. (the "Company") to the stockholders of record of the Company's
common stock at the close of business on March 31, 2011 (the "Record Date"), and
is being sent to you to inform you of action which has been approved by the
holders of at least a majority of the voting power of the Company outstanding on
the Record Date, by written consents without holding a meeting of stockholders.
By such written consents, such stockholders approved the following action:
1. To amend our Articles of Incorporation to effect an increase in the
Company's authorized shares of common stock to three hundred fifty million
(350,000,000) shares.
Our Board of Directors unanimously adopted and approved the proposal on March
24, 2011, and on or about March 24, 2011, we received the written consent, in
lieu of a meeting of stockholders, from the holders of a majority of the
outstanding shares with the right to vote on these matters. No other votes were
required to adopt the Amendment and none are being solicited hereunder. A copy
of the Certificate of Amendment to the Articles of Incorporation is attached
hereto as Exhibit"A".
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This Information Statement is first being mailed or furnished to stockholders on
or about April 8, 2011, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We will pay all
costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
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NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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OUTSTANDING SECURITIES AND VOTING RIGHTS
As of March 24, 2011, the Company had authorized:(1) two hundred fifty million
(250,000,000) shares of common stock, $0.001 par value, 165,023,602 of which
were issued and outstanding, and (2) twenty million (20,000,000) shares of
preferred stock, $0.001 par value, of which none are issued and outstanding.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held on all matters submitted to a vote of Stockholders. However, under
Nevada law, any action that may be taken at any stockholders' meeting may be
taken by written consent of the requisite number of stockholders required to
take such action. The Amendment requires the affirmative vote or written
consent of the holders of a majority of the Company's outstanding common stock.
STOCKHOLDERS' RIGHTS
The elimination of the need for a special meeting of the stockholders to approve
the actions proposed and discussed in this Information Statement is authorized
by Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power.
In order to eliminate the costs and management time involved in holding a
special meeting and in order to effect the proposed resolutions as early as
possible in order to accomplish the purposes of the Company, the Company chose
to obtain the written consent of its stockholders holding a majority of the
Company's voting power.
The action described in this Information Statement cannot be taken until at
least 20 days after this Information Statement has been first mailed to the
Company's stockholders.
NO DISSENTERS' RIGHTS
The NRS does not provide for dissenter's rights in connection with any of the
actions proposed in this Information Statement.
THE AMENDMENT
GENERAL
The Board has approved, and the stockholders owning a majority of the shares
entitled to vote on matters submitted to the stockholders have consented in
writing to amend the Company's Articles of Incorporation to increase the number
of authorized shares of Common Stock to three hundred fifty million
(350,000,000) shares.
A copy of the Articles of Amendment effecting the change in authorized shares of
Common Stock and the name change, in substantially the form to be filed with the
Secretary of State of Nevada, is attached to this Information Statement as
Exhibit"A". The stockholders owning a majority of the issued and outstanding
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shares of the Common Stock have consented to the increase in authorized shares
of Common Stock, which will become effective on or about April 28, 2011 (the
"Effective Date").
The Company has taken all action required under Nevada law to approve the
Amendment; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, Nevada law requires that
notice be sent to all non-consenting stockholders notifying them of the actions
taken not more than 30 days after the effective date of the consent and the
Exchange Act will not permit such filing until the expiration of 20 calendar
days from the date hereof. The Articles of Amendment filed with the Nevada
Secretary of State will not become effective until the Effective Date, after the
expiration of the 20-calendar day period.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of March 24, 2011, the Company had 165,023,602 issued and outstanding shares
of Common Stock and no issued and outstanding shares of Preferred Stock. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.
By written consent dated March 24, 2011 the stockholders owning a majority of
the outstanding stock entitled to vote have approved the adoption and
implementation of the Amendment. Such action is sufficient to satisfy the
applicable requirements of Nevada law that stockholders approve such actions.
Accordingly, stockholders will not be asked to take further action on the
Amendment at any future meeting and the Board of Directors does not intend to
solicit any proxies or consents from any other stockholders in connection with
the Amendment.
PURPOSE AND EFFECT OF INCREASE IN COMMON STOCK
The increase of authorized common stock will provide the Company with the
ability to issue capital stock in connection with a proposed financing to be
completed in connection with the acquisition of assets from J.M. Huber
Corporation ("Huber"), more fully described below, as well as any future
financing activities or corporate mergers and acquisitions using the Company's
capital stock.
When issued, the additional shares of common stock authorized by the amendment
will have the same rights and privileges as the shares of common stock currently
authorized and outstanding. Holders of common stock have no preemptive rights
and, accordingly, shareholders would not have any preferential rights to
purchase any of the additional shares of common stock when such shares are
issued.
The Huber Project Acquisition
On December 15th, 2010 the Company commenced negotiations with a potential
acquisition strategically located near our recent Marathon Oil asset purchase.
Our interest in the Huber Project was multi-faceted since management believes
that their property is synergistically located relative to the Company's other
assets. The Purchase Sales Agreement was negotiated with J. M Huber Corporation
and executed on February 3, 2011, providing for a total purchase price of
$35,000,000. A total of $2,000,000 in deposits were paid prior to closing. The
acquisition is anticipated to close on or about March 31, 2011 (although no
assurance can be made that the closing will occur). The Huber properties
comprise approximately 313,600 net acres with 93.6% Working Interest (WI) and
75.9% Net Revenue Interest (NRI). According to a Miller & Lents report
commissioned by Huber, the properties had about 41,700 Mcf/d of production from
approximately 2,300 wells of which 1,735 were active producing wells. The 3P
Reserves /Future Net Revenues were identified as 292 Bcf (42% Proved) /$256
million. The approximate date of the report from Miller & Lents was September
2010. The Huber properties are thought to contain 108,700 net undeveloped acres
with a substantial inventory of drill locations. The acquisition of Huber
allows the Company to continue with its refurbishment focus on the approximately
600 idle wells in the Huber properties as well. The Company will be positioned
very well in the Basin with the Marathon Assets and the Huber assets combined.
There are many operational synergies that the Company believes exists between
the various assets of the Company. Operational cost reduction and production
stimulation will be the primary focus of the Company until natural gas pricing
justifies a development and drilling program.
Another exciting opportunity that the Company obtains with the Huber properties
is related to approximately 150,000 acres of deeper oil mineral rights that
comes with the properties. The vast majority of these rights are held by
production by the shallower coal bed methane wells. The oil rights generally
contain rights to the Minnelusa, Muddy and Niobrara formations. While the
monetization and valuation of these rights has not been quantified by the
Company, management believes that some value may be created and extracted
through its efforts in the future. Increasing interest in the Niobrara
formation has increased since Chesapeake Energy recently announced its sale of
its Powder River Basin prospective to CNOOC (Chinese National Oil) for $1.3
billion in cash and drilling carries ($4,751 per net acre) on January 31, 2011.
The Oil opportunity in the Niobrara would diversify and expose the Company to
Oil pricing considerations and would require additional analysis and actions by
the management of the Company. Nevertheless, an opportunity for some
monetization of benefits from these deep rights may exist.
A proposed financing which the Company is negotiating requires that the Company
have additional increased authorized common stock. As a consequence, we are
taken the actions
referenced herein to file an amendment to our Articles of Incorporation to
increase our authorized common stock.
Other reasons for amendment
In addition to closing the Huber Asset transaction, having a substantial number
of authorized but unissued shares of common stock that are not reserved for
specific purposes will allow us to take prompt action with respect to corporate
opportunities that develop, without the delay and expense of convening an annual
meeting of shareholders for the purpose of approving an increase in the
Company's capitalization. The issuance of additional shares of common stock
may, depending upon the circumstances under which such shares are issued, reduce
shareholders' equity per share and may reduce the percentage ownership of common
stock by existing shareholders. It is not the present intention of the Board of
Directors to seek shareholder approval prior to any issuance of shares of common
stock that would become authorized by the amendment unless otherwise required by
law or regulation.
Potential antitakeover effects
The increase in the authorized number of shares of the Company's common stock
under the amendment could be used by its Board of Directors to make more
difficult, and thereby discourage, delay or prevent, an attempt to acquire
control of the Company. For example, the shares could be privately placed with
purchasers who might support the Company's Board of Directors in opposing a
hostile takeover bid. The issuance of the new shares also could be used to
dilute the stock ownership and voting power of a third party seeking to remove
directors, replace incumbent directors, accomplish certain business combinations
or alter, amend or repeal provisions of the Company's articles of incorporation
or bylaws. To the extent that it impedes any such attempts, the issuance of
shares following the adoption of the amendment may serve to perpetuate existing
management. While the amendment may have potential antitakeover effects, it is
not prompted by any specific effort or takeover threat currently perceived by
the Company's Board of Directors or management. Although under Nevada law our
Board of Directors is required to make any determination to issue such stock
based on its judgment as to the best interests of its shareholders, its Board of
Directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of its shareholders might believe to
be in their best interests or in which shareholders might receive a premium for
their stock over the then market price of such stock.
EFFECTIVENESS OF AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed Amendment at any time prior to the filing of the Amendment
upon consent of the Board and the holders of a majority of the existing stock
entitled to vote on matters submitted to the stockholders.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table shows the beneficial ownership of the Company's common stock
as of March 24, 2011. The table shows the amount of shares owned by each person
known to the Company who will own beneficially more than five percent of the
outstanding shares of any class of the Company's stock, based on the number of
shares outstanding assuming completion of the reorganization; each of the
Company's Directors and Executive Officers; and all of its Directors and
Executive Officers as a group.
NUMBER OF SHARES PERCENT OF SHARES
NAME OF BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(2)
PERSON OR GROUP (BEFORE OFFERING)
Mark D. Hettinger,
Chief Operating Officer
and Director 47,840,000 30.0%
Joseph Hettinger,
Chief Financial Officer
and Director 40,300,000 24.4%
Brent M. Cook, Chief
Executive Officer 22,500,000(3) 13.6%
Brandon Hargett, Vice
President of Strategy and
Business Development 22,500,000(3) 13.6%
Gary Davis, Director 0 *
Cordell Fonnesbeck,
Director 0 *
Alan R. Smith, Director 0 *
Fletcher International, Ltd. 10,000,000(4) 5.7%
All Directors and
Officers as a Group 110,640,000 67.0%
* Less than 0.1%
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving
the determination of beneficial owners of securities, a beneficial owner of
securities is a person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has, or shares, voting
power and/or investment power with respect to the securities, and any person who
has the right to acquire beneficial ownership of the security within sixty days
through means including the exercise of any option, warrant or conversion of a
security.
(2) The percentage of shares owned is based on approximately 165,023,602 shares
of common stock outstanding as of March 24, 2011. Also reflects a one for one
stock dividend effective December 16, 2010. Where the beneficially owned shares
of any individual or group in the following table includes any options,
warrants, or other rights to purchase shares, the percentage of shares owned
includes such shares as if the right to purchase had been duly exercised.
(3) Reflects 22,500,000 shares held by Current Energy Corporation, of which Mr.
Cook and Mr. Hargett may be deemed to be beneficial owners.
(4) Reflects the maximum number of shares issuable to Fletcher International
Corporation pursuant to a warrant to purchase up to $5,000,000 in shares issued
on March 3, 2011. The warrant exercise price is the lesser of $1.25 per share
or the volume weighted average market price for the prior calendar month (with a
minimum exercise price of $0.50 per share).
OTHER ACTION
No other action was taken or authorized by the stockholders' written consent to
corporate action to which this Information Statement pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of
Directors. The Company will bear the costs of distributing this Information
Statement to stockholders, including the expense of preparing, assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse attorneys, banks, brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding this Information Statement and related materials to stockholders.
The Company may pay for and use the services of other individuals or companies
not regularly employed by the Company in connection with the distribution of
this Information Statement if the Board of Directors of the Company determines
that this is advisable.
By Order of the Board of Directors
/s/Mark D. Hettinger
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Mark D. Hettinger, Chairman of the Board of Directors and Chief Operating
Officer
EXHIBIT "A"
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
High Plains Gas, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
FOURTH. The total number of common stock authorized that may be issued by
the Corporation is three hundred fifty million (350,000,000) shares of
common stock with a par value of one tenth of one cent ($0.001) per share
and 20,000,000 shares of preferred stock with a par value of one tenth of
one cent ($0.001) per share. To the fullest extent permitted by the laws of
the state of Nevada (currently set forth in NRS 78.195), as the same now
exists or may hereafter be amended or supplemented, the board of directors
may fix and determine the designations, rights, preferences or other
variations of each class or series within each class of capital stock of
the corporation.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: a majority of those
authorized
4. Effective date of filing (optional):
5. Officer signature (required): /s/Brent M. Cook
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.