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Gasco Energy Completes Merger With Brek Energy
Denver, Dec 14, 2007 /PRNewswire-FirstCall via COMTEX/ -- Gasco Energy, Inc. (Amex: GSX) ("Gasco") announced today the completion of the merger of Gasco Acquisition, Inc. ("Gasco Acquisition"), its wholly-owned subsidiary, with and into Brek Energy Corporation (Pink Sheets: BREK) ("Brek"). Effective December 14, 2007, Gasco Acquisition has been merged with and into Brek, making Brek a wholly-owned subsidiary of Gasco.
About Gasco Energy
Gasco Energy, Inc. is a Denver-based natural gas and petroleum exploitation and development company engaged in locating and developing hydrocarbons resources, primarily in the Rocky Mountain region. To learn more, visit http://www.gascoenergy.com.
Forward-looking statements
Certain statements set forth in this press release relate to management's future plans, objectives and expectations. Such statements are forward- looking within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding Gasco's future financial position, potential resources, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "project," "estimate," "anticipate," "believe," or "continue" or the negative thereof or similar terminology. Although any forward-looking statements contained in this press release are to the knowledge or in the judgment of the officers and directors of Gasco, believed to be reasonable, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken. Forward-looking statements involve known and unknown risks and uncertainties that may cause Gasco's actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. Some of the key factors that may cause actual results to vary from those Gasco expects include inherent uncertainties in interpreting engineering and reserve or production data; operating hazards; delays or cancellations of drilling operations because of weather and other natural and economic forces; fluctuations in oil and natural gas prices in response to changes in supply; competition from other companies with greater resources; environmental and other government regulations; defects in title to properties; increases in the Gasco's cost of borrowing or inability or unavailability of capital resources to fund capital expenditures; and other risks described under "Risk Factors" in Item 1. of the Gasco's 2006 amended Form 10-K filed with the Securities and Exchange Commission on April 5, 2007.
SOURCE Gasco Energy, Inc.
URL: http://www.gascoenergy.com
www.prnewswire.com
Cool thanks! :)
Nope not trading yet. Sometime in Feb I think. 8 Million O/S.
http://www.secinfo.com/$/SEC/Registrant.asp?CIK=1383122
Symbol might be RCEC, thats what they have in Zecco followed by a few other letters.
Awesome CuttinRog :) I'm just beginning to research the new company and parent. I think I like the parent GSX-- it appears to roll well between ~ 1.90 and ~ 2.40 -- albeit a little slow.
Don't see Rock City trading-- what am I missing?
Hey whats up man! Cool they are moving real fast. Got 5k and got 502 divy of Rock City Energy Corp.
CuttinRog :) Long time no chat lol. 15-12g just filed:
http://www.sec.gov/Archives/edgar/data/1095070/000095013407025454/0000950134-07-025454.txt
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2008
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
JEFFS RICHARD 2. Issuer Name and Ticker or Trading Symbol
BREK ENERGY CORP [ BREK ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director __ X __ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
FLAT 7, 6 ENNISMORE GARDENS 3. Date of Earliest Transaction (MM/DD/YYYY)
12/13/2007
(Street)
LONDON, X0 SW7 1NL
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock 12/13/2007 P 817275 A $0.26 13521244 D
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JEFFS RICHARD
FLAT 7
6 ENNISMORE GARDENS
LONDON, X0 SW7 1NL X X President and CEO
Signatures
/s/ Richard Jeffs 12/13/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
GSX & BREK Brek Energy Shareholders Approve Merger with Subsidiary of Gasco Energy
via COMTEX
December 12, 2007
DENVER, Dec 12, 2007 /PRNewswire-FirstCall via COMTEX News Network/ --
Gasco Energy, Inc. (Amex: GSX), Brek Energy Corporation (Pink Sheets: BREK), announced today that the shareholders of Brek have approved the proposed merger of Gasco Acquisition, Inc., a wholly-owned subsidiary of Gasco Energy, Inc., with and into Brek in a meeting held earlier today by Brek Energy Corporation in Los Angeles, California.
Over 76.1% of the outstanding common shares voted in favor of the merger. Approximately 76.2% of Brek Energy Corporation's outstanding common stock was represented at the meeting.
Gasco Energy, Inc. and Brek Energy Corporation anticipate closing the transaction on December 14, 2007.
About Gasco Energy
Gasco Energy, Inc. is a Denver-based natural gas and petroleum exploitation and development company engaged in locating and developing hydrocarbons resources, primarily in the Rocky Mountain region. To learn more, visit http://www.gascoenergy.com.
Forward-looking statements
Certain statements set forth in this press release relate to management's future plans, objectives and expectations. Such statements are forward-looking within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding Gasco's future financial position, potential resources, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "project," "estimate," "anticipate," "believe," or "continue" or the negative thereof or similar terminology. Although any forward-looking statements contained in this press release are to the knowledge or in the judgment of the officers and directors of Gasco, believed to be reasonable, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken. Forward-looking statements involve known and unknown risks and uncertainties that may cause Gasco's actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. Some of the key factors that may cause actual results to vary from those Gasco expects include inherent uncertainties in interpreting engineering and reserve or production data; operating hazards; delays or cancellations of drilling operations because of weather and other natural and economic forces; fluctuations in oil and natural gas prices in response to changes in supply; competition from other companies with greater resources; environmental and other government regulations; defects in title to properties; increases in the Gasco's cost of borrowing or inability or unavailability of capital resources to fund capital expenditures; and other risks described under "Risk Factors" in Item 1. of the Gasco's 2006 amended Form 10-K filed with the Securities and Exchange Commission on April 5, 2007.
SOURCE Gasco Energy, Inc.
http://www.gascoenergy.com
Copyright (C) 2007 PR Newswire. All rights reserved
Merger was approved. Although I may be the only shareholder here.lol
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
Date of report (Date of earliest event reported): December 12, 2007 (December 12, 2007)
BREK ENERGY CORPORATION
(Exact name of Company as specified in Charter)
Nevada
000-27753
98-0206979
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(IRS Employee Identification No.)
3388 Via Lido, Fourth Floor
Newport Beach , California92663
(Address of Principal Executive Offices)
866-472-2987
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
Item 8.01 Other Events
On December 12, 2007 we held a special meeting of our shareholders for the purpose of approving the merger with Gasco Acquisition, Inc., a wholly-owned subsidiary of Gasco Energy, Inc., and the Agreement and Plan of Merger dated September 20, 2006 as amended on January 31, 2007, May 29, 2007 and October 22, 2007 (the “Merger Agreement”). The merger and the Merger Agreement were approved by 61,563,110 shares of common stock, which represents more than 76% of the number of shares outstanding and entitled to vote.
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.
BREK ENERGY CORPORATION
/s/ Richard N. Jeffs
Richard N. Jeffs, Chief Executive Officer
Dated: December 12, 2007
Got me dividend shares the other day. Didnt even notice it. Should be getting a symbol in a couple months.
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
Date of report (Date of earliest event reported): December 10, 2007 (November 30, 2007)
BREK ENERGY CORPORATION
(Exact name of Company as specified in Charter)
Nevada
000-27753
98-0206979
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(IRS Employee Identification No.)
3388 Via Lido, Fourth Floor
Newport Beach, California 92663
(Address of Principal Executive Offices)
866-472-2987
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
Item 2. 01 Completion of Acquisition or Disposition of Assets.
On November 30, 2007 we completed the spin-off of Rock City Energy Corp., our wholly-owned subsidiary, referred to in this Current Report as “Rock City”. We distributed 8,000,000 shares of Rock City common stock to shareholders who held 1,000 or more shares of our common stock of record on October 29, 2007 and cash to the remaining shareholders. The stock dividend was computed using the rate of .100403. The cash dividend was computed using the rate of $0.022 per share.
Our shareholders were not required to pay for the shares of Rock City common stock that they received.
Rock City was incorporated on August 10, 2006 in the state of Nevada. It was formed to acquire all of our shares in Vallenar Energy Corp., an oil and gas company. As a condition to the consummation of the merger between us and Gasco Acquisition Inc., we were required to dispose of all of the outstanding capital stock of Rock City that we owned. Other than Rock City’s interest in Vallenar Energy Corp., it has no operations.
Vallenar Energy Corp. was incorporated on January 27, 1999 in the state of Nevada and does business through its subsidiary, Nathan Oil Partners LP. Through Vallenar Energy Corp., Rock City holds interests in leases covering approximately 9,191 gross and approximately 8,618 net acres in the Rocksprings Prospect in the Val Verde Basin of Edwards County, Texas. Aside from the leases, which are being developed by an unrelated third party, Vallenar Energy Corp. has no operations.
Financial information relating to the spin-off will be filed no later than February 15, 2008.
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.
BREK ENERGY CORPORATION
/s/ Richard N. Jeffs
Richard N. Jeffs, Chief Executive Officer
Dated: December 10, 2007
Not too bad of a spinoff. Wish I would of found out earlier about BREK and could have sat on the bid and gotten double the spinoff.
http://www.secinfo.com/d12TC3.u1TGq.htm
All these guys are already insiders. Insider buying/fixing up the % for the merger. Or they really think this is going to fly later on......
One guy is even buying 9k of BREK for his kids.lol
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF BREK
The following table sets forth, as of the record date, information regarding the beneficial ownership of Brek’s common stock with respect to each of its executive officers, each of its directors, each person known by Brek to own beneficially more than 5% of the common stock, and all of Brek’s directors and executive officers as a group. Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities. Each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.
Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of the record date are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Number of Shares and
Nature of Beneficial
Percent of
Name and Address of Beneficial Owner
Relationship to Brek Ownership(1) Class
Richard N. Jeffs
Director, CEO, 13,971,358(2 ) 17.26 %
Flat 1, 49 Pont Street
President, CFO
London, SW1X 0BD
Gregory M. Pek
Director 1,599,704 1.98 %
902 Henley Building 5
Queens Road Central, Hong Kong
Ian Robinson
Director 1,011,132(3 ) 1.25 %
902 Henley Boulevard
5 Queens Road
Central, Hong Kong
Michael L. Nazmack
Director 1,012,480(4 ) 1.25 %
3280 Forrest Lane
York, Pennsylvania, 17402
Eugene Sweeney
Director 2,000,814(5 ) 2.47 %
345 N. LaSalle
Chicago, Illinois, 60610
Shawne Malone
Director 677,368(6 ) 0.84 %
151 W. Burton Place
Coach House #2
Chicago, Illinois, 60610
Gasco Energy, Inc.
20,272,856(7 ) 25.05 %
8 Inverness Drive East,
Suite 100
Englewood, Colorado 80112
Directors and executive officers (as a group)
20,272,856(7 ) 25.05 %
(1) Based on 80,910,562 shares of common stock issued and outstanding as of the record date, unless indicated otherwise.
(2) Includes 1,241,389 shares of common stock that are beneficially owned indirectly through Wet Coast Management Corp., a company owned or controlled by Mr. Jeffs, and 26,000 shares of common stock that are beneficially owned indirectly by 435013 B.C. Ltd., a company owned or controlled by Mr. Jeffs.
(3) Includes 185,882 shares of common stock that are beneficially owned indirectly through Robinson Management, Ltd. and Patarin Ltd., companies owned or controlled by Mr. Robinson.
(4) Includes 9,000 shares of common stock that Mr. Nazmack holds as a custodian for his children.
(5) Includes 585,365 shares of common stock that are beneficially owned indirectly through First Griffin Group, LLC and Griffin Asset Management, LLC over which Mr. Sweeney exercises direct control.
Another Form 4 from today.
Malone Shawne Patrick
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5543302
More BREK filings. 2 form 4's and the FORM 10-QSB.
PEK GREGORY M
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5536991
Nazmack Michael L
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5539109
FORM 10-QSB
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5537342
Rock City Energy Corp
A condition to the consummation of the merger is the completion of a spin-off of Rock City Energy Corp., a wholly owned subsidiary of Brek, to Brek’s stockholders. Rock City owns 51.53% of Vallenar Energy Corp., which owns leasehold interests in oil and gas properties in Edwards County, Texas. Brek has filed a Registration Statement on Form SB-2 with the Securities Exchange Commission (SEC File No. 333-139312) to register the shares of Rock City under the Securities Act of 1933, which has been declared effective by the SEC.
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=1IIz0t5ZXiDmK%252b%252bDi9Rtfg%253d%253d
SEC Filings
http://www.secinfo.com/$/SEC/Filings.asp?D=12TC3.u1Mur
CIK 0001383122
DEF14A
PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT
Dear Stockholder:
Gasco Energy, Inc., a Nevada corporation (“Gasco”), and Brek Energy Corporation, a Nevada corporation (“Brek”), have agreed on a transaction in which Gasco will acquire Brek through the merger of a wholly owned subsidiary of Gasco, Gasco Acquisition, Inc., into Brek (the “merger”). Following the merger, Brek will be a wholly owned subsidiary of Gasco.
We will hold a special meeting of Brek stockholders on December 12, 2007. The official notice of the meeting appears on the following page. At the special meeting, we will ask you to approve the merger and the Agreement and Plan of Merger, dated as of September 20, 2006, as amended on January 31, 2007, May 29, 2007 and October 22, 2007, among Gasco, Gasco Acquisition, Inc. and Brek, pursuant to which:
• Gasco will acquire Brek through the merger of Gasco Acquisition, Inc. into Brek; and
• the holders of Brek common stock will receive an aggregate of up to 11,000,000 shares of Gasco common stock.
Following the close of the merger, Gasco will issue in exchange for each outstanding share of Brek common stock a fraction of a share of Gasco common stock equal to (A) 11,000,000 divided by (B) the number of shares of Brek common stock outstanding at the closing of the merger plus the aggregate number of shares of Brek common stock issuable upon exercise of all outstanding options. As of November 7, 2007, there were 80,910,562 shares of Brek common stock issued and no outstanding options to purchase Brek common stock. Assuming the issuance of approximately 817,000 shares of Brek common stock to Mr. Richard N. Jeffs immediately prior to the closing of the merger as consideration for entering into the escrow agreement, as further described in “Form of Escrow Agreement,” and assuming no additional issuances of Brek common stock prior to the closing of the merger, Brek stockholders will receive approximately 0.1346 of a share of Gasco common stock for each issued and outstanding share of Brek common stock upon completion of the merger.
We describe the merger in detail in the attached proxy statement/prospectus. Approval of the merger agreement and the merger is a condition to the consummation of the merger. The Brek board of directors has approved the merger and approved and adopted the merger agreement and recommends that you vote “FOR” the approval of the merger agreement and the merger.
The Gasco common stock trades on the American Stock Exchange under the symbol “GSX.”
The date, time and place of the special meeting of Brek stockholders is as follows:
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5523991
Hit the daily list today but on the hidden page b/c symbol stayed the same. I bought some on a whim. Anyone know how many shares were done on the recent REGDEX on Nov 6th? Anyone got the new symbol that the spin off is trading under?
TIA
http://www.otcbb.com/asp/dividend.asp?sym_id=BREK&dDate=11/13/2007&sDateType=ex_date
Record Date:
10/29/2007
Payment Date:
11/30/2007
Notes:
Payable in shares of Rocket City Energy Corp. Rate and X/D TBA.
So are you sure about the conversion rate? I don't see the rate listed in any PRs. Also not sure what day you need to own on, the record date or payment date. I will guess the payment date of 11/30/2007 is the effective date.
If you owned 5000 shares at the current price of BREK($1000.00 worth)after the merger you would have 684.5 shares of GSX, worth $1500.00 at it's current price. Not to bad. If GSX stock went up between now and the merger it would be even better but of course if the went down... well that would suck.
Needs some volume. 140,000 is only $28,000 worth of stock at theses prices. This must have a tight float the way this moves. Well I have it on my watch list.
Brought this over from the GSX board- THE MERGER
General Description of the Merger
The merger agreement provides for the merger of Gasco Acquisition, Inc., a wholly owned subsidiary of Gasco, with and into Brek, with Brek surviving the merger as a wholly owned subsidiary of Gasco. At the effective time, each outstanding share of Brek common stock will be converted into a number of shares of Gasco common stock equal to 11,000,000 divided by the total number of outstanding shares of Brek common stock, calculated on a fully diluted basis. As of the date of this proxy statement/prospectus there were 80,343,062 shares of Brek common stock outstanding, calculated on a fully diluted basis. Based on this number of outstanding shares, Brek stockholders will receive approximately 0.1369 of a share of Gasco common stock for each share of Brek common stock. Such shares will constitute approximately 9% of the outstanding shares of Gasco common stock (on a fully diluted basis) following the merger.
Background of the Merger
In July 2002, Brek and Gasco entered into a transaction in which Brek acquired an undivided 25% working interest in Gasco’s oil and gas interests in Utah, Wyoming and California. Since that time Brek maintained its interest in these oil and gas properties and from time to time participated in the development of oil and gas wells on these properties.
In September 2005, Chuck Crowell, a director of Gasco, and Mark Erickson, a director of Gasco and Gasco’s president and chief executive officer, met with Richard Jeffs, Brek’s president and chief executive officer, to explore the possible acquisition by Gasco of the interests held by Brek in Gasco’s oil and gas properties. Throughout the fall of 2005, the parties continued to discuss in general terms the possibility of Gasco’s acquisition of such properties.
On January 26, 2006, the board of directors of Gasco discussed the strategic aspects of acquiring Brek’s interest in Gasco’s oil and gas properties, including various alternative structures of such an acquisition and preliminary valuations. At the meeting, the board authorized management of Gasco to perform an internal due diligence and valuation analysis. In addition, Gasco’s board authorized Marc A. Bruner, Gasco’s chairman, to contact Mr. Jeffs regarding the possibility of consummating an acquisition transaction for total consideration of 10,500,000 shares of Gasco common stock. Mr. Marc A. Bruner discussed the proposed consideration with Mr. Jeffs by phone. Mr. Jeffs indicated that a transaction involving total consideration of 11,000,000 shares of Gasco common stock might be acceptable to the Brek board of directors.
Throughout the spring of 2006, Mr. Erickson and Mr. Crowell maintained informal discussions with Mr. Jeffs regarding a possible acquisition transaction. In March 2006, Gasco’s management delivered the results of their internal analysis to the board of directors of Gasco. Gasco’s board met on March 9, 2006 to discuss the analysis and the valuation proposed by management. At the meeting Mr. Marc A. Bruner, the chairman of the board of Gasco, informed the board that he held options to acquire 50,000 shares of Brek common stock. In order to eliminate the appearance of a conflict, Mr. Marc A. Bruner stated that he would relinquish such options in the event that a transaction between Gasco and Brek was consummated. After discussing the analysis regarding a possible transaction provided by management, Gasco’s board approved a transaction involving the acquisition of the outstanding shares of Brek common stock for consideration of up to 11,000,000 shares of common stock of Gasco, conditioned on Brek’s prior elimination of all liabilities and the prior divestiture of its oil and gas assets in Texas. At the conclusion of the meeting, Gasco’s board authorized a special committee of the board comprised of Mark Erickson, Chuck Crowell and John Schmit to deliver the proposed terms to Brek and negotiate on behalf of Gasco regarding such transaction.
On March 31, 2006, Gasco communicated to Brek indicative terms of which it would be willing to proceed with a merger. The proposed terms contemplated the acquisition of Brek through a tax free reorganization through which the stockholders of Brek would receive 11,000,000 shares of Gasco common stock and all outstanding options and warrants to acquire securities of Brek would be eliminated. The terms also contemplated that the subsidiaries of Brek that held interests in certain oil and gas assets in Texas would not be acquired by Gasco. In addition, as a condition to proceeding with its due diligence, the proposed terms contemplated that Brek would agree to reimburse Gasco for up to $1.0 million of its expenses incurred in connection with its due diligence should a transaction not be consummated for any reason.
On April 4, 2006, Mr. Crowell and Mr. Erickson, together with King Grant, Gasco’s chief financial officer and Vinson & Elkins L.L.P., legal advisor to Gasco, discussed by telephone the proposed terms with Mr. Jeffs. During this discussion, Mr. Jeffs indicated that the proposed terms would likely be supported by the board of directors of Brek. On March 29, 2006 Brek and Gasco executed a confidentiality agreement under which the parties would conduct mutual due diligence.
On April 20, 2006, representatives of Gasco and Brek held an organizational meeting by telephone conference to discuss the timing and mechanics of proceeding with the proposed merger transaction, including drafting the merger agreement and conducting further due diligence. Throughout the months of April and May 2006, officers of Gasco conducted due diligence and, together with members of the special committee, further discussed with Mr. Jeffs the terms of the proposed merger.
Subsequently, during the summer of 2006, Brek’s board of directors authorized management to retain the investment banking firm of Gemini Partners and on May 11, 2006 Brek executed an engagement letter with Gemini Partners.
On May 10, 2006, legal counsel for Gasco transmitted a draft Agreement and Plan of Merger to Brek and its legal counsel for their review and comment. Over the following several months Gasco’s and Brek’s representatives held numerous discussions and negotiations regarding the terms of the draft agreement, principally regarding the process under which Brek would divest itself of its Texas assets, provisions regarding indemnification of Gasco for any claims made as a result of breaches of representations and warranties made by Brek and the treatment of options and warrants.
At a special meeting of Brek’s board of directors held on June 7, 2006, the board discussed the preliminary opinion of Brek’s financial advisor, Gemini Partners, which reviewed the financial aspects of the consideration proposed by Gasco. After considering its financial advisor’s preliminary opinion and its counsel’s comments, Brek’s board of directors authorized the transaction and instructed management to proceed as necessary to secure a firm agreement.
On June 7, 2006, representatives of Brek and Gasco again met by telephone conference to discuss the treatment of Brek’s outstanding options and warrants in the proposed merger.
On June 12, 2006, representatives of Brek and Gasco continued negotiating the terms of a merger agreement and came to a tacit agreement with respect to merger expenses and the terms under which Mr. Jeffs would deposit shares of Gasco common stock in escrow to satisfy any claims for breaches of representations or warranties by Brek following the consummation of a transaction. It was agreed that Mr. Jeffs would deposit 550,000 shares of Gasco common stock acquired by Mr. Jeffs in the merger into an escrow account to satisfy any such claims.
Brek Energy Submits SEC Filings and Provides Update on Properties
Monday November 21, 10:16 am ET
LONDON--(BUSINESS WIRE)--Nov. 21, 2005--Brek Energy Corporation (PINK SHEETS:BREK - News) and its board of directors announce that the company has filed with the US Securities and Exchange Commission its annual reports on Form 10-KSB covering the fiscal years ending December 31, 2002, 2003 and 2004 and the interim quarterly periods to date. To view these documents please visit www.brekenergy.com.
The company has now filed all reports required of a reporting issuer under the US Securities and Exchange Act of 1934. The company is required to report both on a quarterly and annual basis and to fully disseminate financial information and material corporate changes to its shareholders and the investment community at large. Now that the financial filing requirements have been met, management will work to have the company's shares quoted on the OTC Bulletin Board (OTC BB).
The Riverbend Project in the Uinta Basin, Utah
Brek Energy has a net revenue interest of approximately 14% in nine natural gas wells in the Gasco Energy Corporation (AMEX:GSX - News) operated Riverbend Project, all of which have been flowing to sales since October 2004. During the six months ended June 30, 2005, these wells produced a combined monthly average of approximately 7.8 MMcfe net to Brek. In the third quarter 2005, the average monthly volume increased approximately 25% to 9.8 MMcfe. The increase has resulted from the re-work and re-completion of four of the wells.
The operating results in the last quarter indicate that the Riverbend operator is continuing to improve its technologies and procedures and is getting more hydrocarbons out of the ground more effectively and at ever-increasing economic efficiencies.
Gasco Energy has been drilling within the Riverbend Project area at a rapid rate. Year to date, Brek Energy has received twenty authorizations for expenditures from Gasco Energy, all of which Brek Energy has gone non-consent. Due to the favorable terms under the operating agreement between Brek and Gasco Energy, Brek forfeits no interest in land and will get back in to the wells after a 300% return to Gasco. Brek retains its interests in the surrounding proven undeveloped reserves at no cost or risk and preserves the bulk of its interests. After receiving all the pertinent well logs and drilling data, Brek is able to choose which sections provide the best production and economics and decide where Brek should participate in the future.
During January 2005, Brek exercised its rights, under the July 16, 2002 purchase agreement with Gasco Energy, Inc., to acquire approximately 4,000 net acres in the Riverbend Area for a purchase price of approximately $857,000. Brek has committed to its shareholders, subject to financing and other considerations, to participate in all potential acreage purchases and all acreage earning wells within the prolific Riverbend Project area of mutual interest Brek shares with Gasco Energy. As of June 30, 2005, Brek had leasehold interest in approximately 18,394 net acres within the 128,930 gross acres of the Riverbend Project.
Greater Green River Basin, Wyoming
As of December 31, 2004, Brek had a leasehold interest in approximately 125,573 gross acres and 21,306 net acres in this area. Brek holds a non-operated interest in one shut-in well in this area and a non-operated interest in one producing well in this area. Brek is considering additional options for this area.
Crocker Caynon Prospect, San Joaquin Basin, California
Brek has a leasehold interest in approximately 3,315 gross acres (828 net acres) in Kern and San Luis Obispo Counties of Southern California. Effective May 1, 2005, Brek entered into a farmout agreement with regard to these lands. Brek and Gasco Energy, Inc., as the farmor, have agreed to allow the farmee, Venoco, Inc., to earn an undivided working interest in the farmout lands by drilling a test well on the property.
Rocksprings Prospect, Edwards County, Texas
Brek has a 51.53% ownership of Vallenar Energy Inc. Vallenar holds leases covering approximately 8,540 acres in the Rocksprings Prospect in central Edwards County, Texas, which is a part of the Geronimo Creek Prospect. The Geronimo Creek Prospect is a shallow, heavy oil play within the Cretaceous aged Glen Rose limestone and Travis Peak sandstone. It is a north-south oriented, faulted anticline having approximately 75 feet of closure covering approximately 29,500 acres. Vallenar Energy Inc. has advised Brek that it intends to complete a one-to-two well, controlled situation core test to determine the recovery factor of the oil.
About Brek Energy Corporation.
Brek Energy Corporation is an exploration and development company with interests in non-conventional oil and gas resources in the US Rocky Mountains, Texas and California. The company is focusing on its 18,394 net acres within the Gasco Energy-operated Riverbend Project in the Uinta Basin, Utah. Brek Energy's proved reserves at year-end 2004 were approximately 7.2 Bcfe, comprising 95% natural gas and of which 15% were proved developed. For further information on the company and its properties, please visit www.brekenergy.com.
Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include significant risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a discussion of some of these risks and uncertainties, please refer to the company's SEC filings, which contain additional discussion about those risk factors, which could cause actual results to differ from management's expectations. Brek Energy expressly disclaims any obligation to update the statements contained herein. Brek Energy Corporation (PINK SHEETS:BREK - News)
Contact:
Brek Energy Corporation
Peter Forward
Corporate Communications
Toll Free: 1-866-472-7987
information@brekenergy.com
www.brekenergy.com
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Source: Brek Energy Corporation
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