AVAILABLE INFORMATION
Alaska Pacific Energy Corp. files annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission (the "SEC"). You may read and copy documents referred to in this Report on Form 8-K that have been filed with the SEC at the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC's website at http://www.sec.gov.
Item 1.01
Entry into a Material Definitive Agreement.
On March 18, 2010, Alaska Pacific Energy Corp. (the “Company”) entered into an Oil Sands Licensing Agreement with Engineering Technology, Inc. (“Entec”) a Calgary Alberta based, private company. Entec is an international provider of Horizontal Directional Drilling (HDD) engineering and technology development to the oil and gas industry.. Pursuant to the terms of the agreement the Company received a non-exclusive, non-transferable, non sub-licensable, royalty free, fully paid-up license to use Entec’s North American License rights to Entec’s Horizontal Directional Drilling Oilsands Recovery Solutions (the License Agreement”) for any oil-sands recovery activities in which the Company is now or hereafter engaged. In exchange for this exclusive North American License, the Company issued 15,000,000 restricted common shares to Entec.
Additionally, on June 8, 2010, the Company entered into a purchase agreement to acquire all the outstanding shares and assets of Entec (the “Purchase Agreement”. According to the terms of that agreement, the Company was to pay $7,000,000 and issue a total of 12,000,000 restricted common shares to the Entec shareholders and raise $5,000,000 dollars for working capital. The Purchase Agreement is subject to a full due diligence review of Entec. The acquisition was expected to close on or before August 31, 2010. However, the due diligence process has taken longer than expected, and the Company has been granted an extension to October 31, 2010.
In addition to the extension, the Company and Entec have signed an Amended And Restated Share Purchase And Sale Agreement (the “Amended Agreement”) (Attached hereto as Exhibit 10.9). Pursuant to the terms of the Amended Agreement, Entec and the Company have agreed to cancel the 15,000,000 restricted common shares issued to Entec as part of the March 18, 2010 License Agreement and the Company will to issue Entec a convertible debenture comprised of 27 million shares, which include 15 million shares of the Company's common stock that were previously issued to Entec under the License Agreement and the 12 million shares that were to be issued under the Purchase Agreement .
Grant Jameson, a resident of Calgary Alberta, is the President and CEO of Entec . At the closing, Mr. Jameson, will be appointed a director of APEC. The Company has also incorporated a wholly owned subsidiary, Alaska Pacific Energy (Canada) Ltd., based in Calgary Alberta. Mr. Jameson has been appointed CEO of the subsidiary in order to assist with the transition and maintain continuity.
