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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):
May 6, 2011; May 5, 2011
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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 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
Amendment to the The Huber Asset Acquisition Transaction
On May 5, 2011 and effective May 3, 2011, High Plains Gas, Inc. (the "Company")
entered into Amendment no. 7 (the "Amendment") to the Purchase and Sale
Agreement (the "Purchase Agreement") between the Company and J.M. Huber
Corporation ("Huber"). According to the amendment, High Plains Gas will deliver
an additional 500,000 shares of restricted stock as consideration for the
further extension. Upon closing, J.M. Huber has the option to either keep the
shares and lower the purchase price by $500,000, or return them to the Company.
This is in addition to the 1,500,000 shares delivered on or about March 31, 2011
to extend the agreement. The closing date for the Agreement has been further
extended until May 31, 2011. The amendment permits J.M. Huber to engage in
confidential discussions, negotiations and/or sharing of information with one or
more other potential buyers, but may not enter into any binding commitment to
sell all or any portion of the assets with any other potential buyer through the
extended closing date. The total purchase price of the transaction is remains
$35 million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
High Plains Gas, Inc. includes by reference the following exhibits:
No. Description
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10.1 Amendment No. 7 to the Purchase and Sale Agreement between J.M. Huber
Corporation and High Plains Gas, Inc. effective as of May 3, 2011.
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: May 5, 2011 By: \s\ Brent Cook
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Name: Brent Cook
Title: Chief Executive Officer
Principal Executive Officer
Date: May 5, 2011 By: \s\ Joseph Hettinger
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Name: Joseph Hettinger
Title: Chief Financial Officer and Director
Principal Financial Officer