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) July 28, 2003
ASSURE ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-61714 13-4125563
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
2750-140 4th Avenue S.W., Calgary, Alberta T2P 3N3
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(Address of principal executive offices)(Zip Code)
(403) 266-2787
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed since Last Report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 28, 2003 we completed the acquisition of 6,267,500 common
shares of Quarry Oil & Gas Ltd. ("Quarry"), pursuant to a March 6, 2003 Share
Purchase Agreement (the "Share Purchase Agreement") among us, Quarry, and
certain Quarry shareholders including Al J. Kroontje, Trevor G. Penford, Karen
Brawley-Hogg, Donald J. Brown and Troon Investments, Ltd. (collectively the
"Sellers"). As of August 8, 2003 we have received an additional 438,000 Quarry
shares from the Sellers. We are awaiting delivery of an additional 44,500 Quarry
shares from the Sellers, which will result in our aggregate purchase of
6,750,000 Quarry shares (the "Acquisition Shares") pursuant to the Share
Purchase Agreement. These 6,750,000 shares together with the 169,900 Quarry
shares already owned by us represent approximately 48.5% of the outstanding
common shares of Quarry. The Acquisition Shares were purchased by us at a price
of CDN $1.3278 (approximately US$.95) per share or CDN $8,962,650 (approximately
US $6,434,107) on an aggregate basis.
The Share Purchase Agreement provided for the transfer of certain
Quarry assets (the "Excluded Assets") by Quarry, prior to closing, to a Quarry
subsidiary, 51% of which was sold to the Sellers on the closing date of the
Share Purchase Agreement, at a purchase price of CDN$867,662 (approximately
US$622,877). The purchase price represented 51% of the adjusted net book value
of the Excluded Assets as at the date of the Share Purchase Agreement.
The Share Purchase Agreement also provided for the payment by Quarry to
Al Kroontje or his designees, the sum of CDN$592,500 (approximately US$425,344)
representing (i) salary compensation to Mr. Kroontje for the six years ended
December 31, 2000 when Mr. Kroontje did not receive any compensation for serving
as an officer and director of Quarry; (ii) severance pay; and (iii) a retirement
allowance. Payment in full was made to Mr. Kroontje at closing.
In connection with the Share Purchase Agreement, we have agreed to
pursue one of the following activities to position Quarry to fund its corporate
growth strategy: (i) present to Quarry, within 90 days of the closing date, an
experienced, previously successful management team for Quarry, subject to the
Sellers' consent, such consent, not to be unreasonably withheld; (ii) make
within 60 days of the closing date, an offer to acquire all of the remaining
Quarry shares not owned by us at a price per share of not less than CDN$1.3278
per share (the "Follow-Up Offer"), such Follow-Up Offer to be carried out by way
of take-over bid, an amalgamation proposal or such other transaction proposal
determined by us to be appropriate; or (iii) subscribe, within 90 days of the
closing date, to a material private placement of Quarry shares at a subscription
price per share of not less than CDN$1.3278 per share. We have yet to determine
which of these alternative courses of action we will pursue.
Upon completion of the transaction, Harvey Lalach, our president was
appointed to also serve as president for Quarry. Trevor G. Penford remains the
vice president of Quarry. The present board of directors of Quarry is comprised
of Les W. Hofmeister, Donald J. Brown, and Daniel H. Thompson.
Quarry is a junior oil and gas exploration and development company
based in Calgary, Alberta, Canada whose common shares are listed on the TSX
Venture Exchange under the symbol "QUC". Quarry's average daily production is
currently approximately 1100 barrels of oil equivalent per day. Quarry has a
stable oil production base in Alberta, Canada. It has recently added significant
gas reserves from its discoveries in northeast British Columbia, Canada where it
has access to a large base of undeveloped lands. Quarry has also developed a
portfolio of natural gas prospects to facilitate future growth.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. To be filed by amendment
within the next 60 days.
(b) Pro Forma Financial Information. To be filed by amendment within the
next 60 days.
(c) Exhibits:
2.1 Share Purchase Agreement dated March 30, 2003 by and among
Assure Energy, Inc., and Al J. Kroontje, Trevor G. Penford,
Karen Brawley-Hogg, Donald J. Brown, Troon Investments, Ltd.,
and Quarry Oil & Gas, Ltd.
2.2 Amending Agreement dated March 26, 2003 to March 6, 2003 Share
Purchase Agreement.
2.3 Amending Agreement No. 2 dated April 11, 2003 to March 6, 2003
Share Purchase Agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSURE ENERGY, INC.
Dated: August 11, 2003 By: /s/ Harvey Lalach
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Harvey Lalach
President
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