alamoform8k020510.htm
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): February 5, 2010
Alamo Energy
Corp.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction
of
incorporation)
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000-52687
(Commission
File Number)
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98-0489669
(IRS
Employer
Identification
No.)
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10497
Town and Country Way, Suite 310, Houston, Texas
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77024
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(Address
of principal executive offices)
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(Zip
Code)
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(832)
436-1832
(Issuer
Telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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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 Material
Definitive Agreement.
On
February 5, 2010, Alamo Energy Corp. (“Registrant”) entered into a senior
secured convertible promissory note with Eurasian Capital Partners Limited
(“Eurasian”) in exchange for $80,000 (“Note”). The Note is due on
November 18, 2012, or upon default, whichever is earlier, and bears interest at
the annual rate of 8%. The Note has an optional conversion feature by
which Eurasian can convert the principal and accrued interest into shares of the
Registrant’s common stock at a conversion price of $0.50 per share. This brief
description of the Note is not intended to be complete and is qualified in its
entirety by reference to the full text of the Note as attached in
Exhibit 10.1 to this report. In connection with the Note, Eurasian also
received warrants to purchase eighty thousand (80,000) shares of the
Registrant’s common stock at a purchase price of $1.00 per share (“Warrants”).
The Warrants expire five years from the date of the investment. This
brief description of the Warrants is not intended to be complete and is
qualified in its entirety by reference to the full text of the Warrants as
attached in Exhibit 10.2 to this report.
The Note
and Warrants were issued in a transaction which the Registrant believes
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 5 of that act and Regulation S
promulgated pursuant to that act by the Securities and Exchange
Commission.
The
Registrant also entered into an amended and restated security agreement with
Eurasian (the “Security Agreement”) to secure
the timely payment and performance in full of the Registrant’s obligations
pursuant to the Note. This
brief description of the Security Agreement is not intended to be complete and
is qualified in its entirety by reference to the full text of the Security
Agreement as attached in Exhibit 10.3 to this report.
Item
2.03 Creation of a Direct Financial Obligation.
See Item
1.01 for a description of the Note, Warrants and Security
Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
See Item
1.01 for a description of the Note, Warrants and Security
Agreement.
Item
9.01 Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Description
of Exhibit
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10.1
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Form
of Senior Secured Convertible Promissory Note
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10.2
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Form
of Warrants
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10.3
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Form
of Amended and Restated Security
Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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Alamo
Energy Corp.
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Date:
February 8, 2010
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By:
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/s/ Philip Mann |
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Philip
Mann
Chief
Financial Officer
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