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FORM 8-K

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deet49   Monday, 11/05/12 01:01:29 PM
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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): October 27, 2012




TRAILBLAZER RESOURCES, INC.
(Exact name of registrant as specified in its charter)


Nevada 000-52397 88-0409170
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)





c/o Grant Morris Dodds, 2520 St Rose Parkway, Suite 319, Henderson NV 89074
(Address of principal executive offices) (Zip Code)


(800) 787-5439
Registrant’s telephone number, including area code


Not applicable
(Former name or 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 (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 Events.



On October 27, 2012, Trailblazer Resources Inc. (“Trailblazer”) received a letter from Temple Mountain Energy, Inc., a Minnesota corporation (“TME”), with whom Trailblazer had executed an agreement on July 31, 2012 to acquire certain oil sands-related assets owned by TME, notifying Trailblazer that TME had fully satisfied and extinguished a first right of negotiation that TME had granted to MCW Energy Group (“MCW”) for certain oil-sands-related assets as a part of an ore supply contract that TME and MCW had signed on May, 23 2012. TME stated in the letter that its Board of Directors had unanimously turned down a written offer made by MCW for the assets, and that MCW had been notified of the rejection in writing. TME declared that it was now in a position to complete Trailblazer’s proposed acquisition of TME’s mineral leases, large mining permits and operational assets focused on oil sands mining and processing in the Vernal, Utah area without any encumbrances or interruption.

TME’s action now allows Trailblazer to complete its due diligence on the acquisition, including verification of TME’s bitumen claims at its 1,300 acre site on the Asphalt Ridge section of the Green River Basin in Utah using documentation developed by a previous owner of the mineral leases, Standard Oil of Ohio (now Amoco).

Subject to the successful completion of due diligence by both parties and the successful completion of the regulatory process, the agreement, as amended, now binds Trailblazer and TME to a November 30, 2012 due diligence completion date and December 17, 2012 closing date. Under the agreement, Trailblazer will issue 26,500,000 shares of its common stock to TME for the purchased assets. Such shares would represent approximately 48.6% of Trailblazer's outstanding shares. TME agrees to establish a Debt Retirement Escrow account for the purpose of retiring the debt retained by TME upon completion of the asset sale to Trailblazer. TME agrees to deposit 1,500,000 of these shares into this escrow account, with an additional 1,500,000 shares to be contributed by Trailblazer. In addition, TME will establish an Environmental Liability Escrow and deposit 1,000,000 of the shares issued to it into that escrow account. Trailblazer would not assume any of TME's liabilities as part of the asset purchase.





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.


TRAILBLAZER RESOURCES, INC.


November 5, 2012

By: /s/ Samuel W. Fairchild
Samuel W. Fairchild
Chief Executive Officer



Until the regulators do a better job of policing the stock market in general, and particularly the world of penny stocks, “buyer beware” will continue to be the golden rule of investing.
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