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
December 17, 2015
Date of Report (Date of earliest event reported)
North America Frac Sand, Inc. |
(Exact Name of Registrant as Specified in Charter) |
FLORIDA | | 333-175692 | | 20-8926549 |
(State or Other Jurisdiction of Incorporation) | | (Commission
File Number) | | (IRS Employer Identification No.) |
Suite 917, 1811 – 4th Street SW, Calgary, AB T2S 1W2
(Address of Principal Executive Offices) (Zip Code)
(587) 896-1900
(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 8.01. Other Items – Acquisition of North America Frac Sand (CA) Ltd. Update
Pursuant to the agreement to acquire 100% of the issued and outstanding shares of North America Frac Sand (CA) Ltd. ("NAFS Shares") for 37,800,000 shares of the common stock announced on September 28, 2015 (the "Agreement"), the Company confirms that the Company has received the certificate that the leases held by North America Frac Sand (CA) Ltd. are unencumbered and are in good standing; in addition the Company confirms that it has received confirmation that the mineral resources are at least 6.4 million tons of frac sand, and that the potential reserves are at least 66 million tons of frac sand. The third requirement before the 37,800,000 shares can be released from escrow is the provision with the Company of the audited financial statements for North America Frac Sand (CA) Ltd. on or before February 29, 2016.
Although in the Agreement stated that "confirmation that recoverable reserves are at least 6.4 million tonnes of frac sand, and that potential reserves are at least 66 million tonnes of frac sand" was required; the was in error. The confirmation received was for 6.4 million tons of resource, and that there are potential resource of at least 66 million tons of frac sand. This has been accepted by the Company.
Item 9.01. Financial Statements and Exhibits
Exhibit Number | | Description |
99.1 | | News Release dated December 17, 2015 |
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.
| NORTH AMERICA FRAC SAND, INC. | |
| | | | |
| Dated: December 17, 2015 | By: | /s/ David Alexander | |
| | David Alexander, | |
| | Principal Executive Officer, Principal Accounting Officer, | |
| | Chief Financial Officer, Secretary, Chairman of the Board | |
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EXHIBIT 99.1
News Release dated December 17, 2015
North America Frac Sand, Inc. Acquisition Update
December 17, 2015 – North America Frac Sand Inc. ("NAFS" or the "Company") (OTCQB - NAFS, www.NAFSINC.ca). On October 19, 2015 and on September 9, 2015 we announced the acquisition of North America Frac Sand (CA) Ltd. and its 30,000 acres of leases that are estimated to contain 6.4 million tonnes of recoverable reserves of frac sand, and potential reserves of at least 66 million tonnes. Although the Share Purchase Agreement refers to reserves, the report received from Green Engineering states that the properties contain an estimated 6.4 tons of mineral resource, 66 million tons of potential resource on the balance of the leased properties.
As per the Share Purchase Agreement, the finalization of acquisition of North America Frac Sand (CA) Ltd. by the Company is subject to:
| 1. | the Company receiving from management of North America Frac Sand (CA) Ltd. proof of ownership of the 30,000 acres of leases; |
| | |
| 2. | receipt from management North America Frac Sand (CA) Ltd., certificate from management certifying the 6.4 million tons of resource of frac sand, and potential resource of at least 66 million tons; |
| | |
| 3. | completion of an audit of North America Frac Sand (CA) Ltd. |
As of December 17, 2015, the Company has confirmation of North America Frac Sand (CA) Ltd.'s ownership of the 30,000 acres of leases;
Also as of December 17, 2015, the Company has received a certificate from management certifying the 6.4 million tonnes of resource of frac sand, and a potential resource of at least 66 million tonnes.
It is anticipated that the audit will be completed within the next month, but it will be completed on or before February 29, 2015.
Upon the acquisition of North America Frac Sand (CA) Ltd. by the Company, North America Frac Sand (CA) Ltd. will become a subsidiary of the Company.
About Frac Sand: Frac Sand is a proppant used in the oil and gas business as a part of the hydraulic fracturing process – a means of increasing flow to the wellhead. Frac sand must have particular characteristics including achieving certain levels of crush resistance, sphericity and roundness, and it is therefore a relatively rare commodity.
About North America Frac Sand, Inc.
North America Frac Sand, Inc. (OTC QB "NAFS") is headquartered in Calgary Alberta. With our 30,000 acres of leases and lease options, it is our short term intent to prove out the balance of our significant resource. It is our long term intent to commence shipments as soon as possible.
CONTACT: North America Frac Sand, Inc. (OTCQB – "NAFS")
Investor Relations:
Phone: 587.896.1900
Email: info@nafsinc.ca
Please visit the Company's website at www.nafsinc.ca.
Should you wish to receive Company news via email, please email Anthony Ghitter at info@nafscinc.ca and specify "North America Frac Sand" in the subject line.
Forward-Looking Information: This news release contains certain forward-looking information. All information, other than information regarding historic fact that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information contained in this news release includes, but is not limited to, the ability of the Company to continue selling frac sand in the future, on a spot basis or otherwise. The forward-looking information contained in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. With respect to the forward-looking information contained in this news release, the Company has made assumptions regarding, among other things, future prices for frac sand and by-products, future demand for processed frac sand and the ability of the Company to restructure its debts. The forward-looking information contained in this news release is subject to a number of risks and uncertainties that may cause actual results or events to differ materially from current expectations, including the general volatility of frac sand and by-product prices and demand, geological, technical, drilling and processing problems, future currency and interest rates, an unwillingness of the Company's lenders to refinance the Company's debts on terms favourable to the Company or at all and the ability of the Company to continue selling frac sand. Additionally, if the Company is unable to obtain additional financing, the Company may be required to curtail activities and/or liquidate its assets or the Company's creditors may seek to seize its assets. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable law, the Company disclaims any obligation to update or modify such forward-looking information, either because of new information, future events or for any other reason. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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