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) May
17, 2007
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BLACKSANDS
PETROLEUM, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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000-51427
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20-1740044
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(State
or other jurisdiction
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(Commission
File number)
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(IRS
Employer Identification No.)
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of
incorporation or organization)
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Suite
1250, 645 7th
Avenue SW, Calgary, Alberta Canada T2P 4G8
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(Address
of principal executive offices) (Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name, Address and Fiscal Year, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation for 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
1.01 Entry
into a Material Definitive Agreement
On
November 3, 2006, Access Energy, Inc. (“Access”) and the Buffalo River Dene
Development Corporation (“BRDDC”) signed a non-binding Joint Venture Agreement
(“JVA”) that contemplated permitting Access to explore and develop oil and gas
reserves upon certain traditional lands of the Buffalo River Dene Nation. Access
and BRDDC have been negotiating an amendment (“Amendment”) whereby Access would
be granted exclusive rights to conduct such exploration and development. As
a
condition to executing such an agreement, BRDDC required Access to show
Cdn$250,000 (approximately US$227,279) in an escrow account. To assist it in
its
negotiations, on May 17, 2007, we loaned Access such amount pursuant to a loan
agreement (“Loan Agreement”). Access’ obligation was evidenced by a promissory
note (the “Note”). On May 18, 2007, the BRDDC and Access executed such an
Amendment.
The
proceeds of the loan were placed into escrow pursuant to an escrow agreement
(“Escrow Agreement”), together with the Loan Agreement and Note. The Escrow
Agreement provides that if we do not execute joint written instructions with
Access to release the funds in escrow to Access by June 1, 2007, the escrow
agent is obligated to return the proceeds of the loan to us and destroy the
Loan
Agreement and Note.
We
have
no obligation, contingent or otherwise, to issue joint written instructions
to
the escrow agent. The Escrow Agreement states that we will not issue joint
written instructions without the Amendment and other documentation surrounding
Access’ transaction with BRDDC being acceptable to us in our sole
discretion.
The
Note
bears interest at 9% which is payable monthly and begins to accrue upon
execution thereof. The Note becomes due and payable in full on August 7, 2007.
The Loan Agreement contains customary events of default and cure periods, after
which the Note bears interest at 15%.
As
previously reported, on November 10, 2006, we entered into an exclusivity
agreement with Access Energy Inc. (“Access”) pursuant to which Access agreed
that until March 10, 2007, it would refrain from soliciting or encouraging
the
submissions of proposals or offers from any person other than us relating to
the
purchase of equity or all or a significant portion of its assets (a
“Transaction”). The agreement has been extended twice so that the exclusivity
period now extends through August 7, 2007.
Access’
obligation under the Note will be forgiven upon the consummation of a
Transaction where the proceeds of the loan are offset against a portion of
the
purchase price.
Item
9.01 Financial
Statements and Exhibits
Exhibits
filed as part of this Report are as follows:
Exhibit
10.1 Loan
Agreement, dated May 17, 2007, between the Registrant and Access Energy,
Inc.
Exhibit
10.2 Promissory
Note, dated May 17, 2007, issued by Access Energy, Inc.
Exhibit
10.3 Escrow Agreement,
dated May 17, 2007, between the Registrant, Access Energy, Inc. and Fraser
Milner Casgrain LLP, as escrow agent.
SIGNATURE
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.
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BLACKSANDS
PETROLEUM, INC. |
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Date: May
21, 2007 |
By: |
/s/
Darren R. Stevenson |
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Name: Darren
R. Stevenson |
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Title: President
and Chief Executive Officer |