Form 8-K for SOUTHERN STAR ENERGY INC.
22-May-2008
Creation of a Direct Financial Obligation or an Obligation under an Off
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 16, 2008, we entered into a credit agreement with Macquarie Bank Limited, an Australian bank. The credit agreement provides for a loan facility that makes available to our company a secured, multiple advance term loan not to exceed, in the aggregate, $2,000,000 prior to September 3, 2008. We may not reborrow amounts repaid in respect of the term loan. All monetary obligations of our company to Macquarie Bank Limited under the credit agreement are fully due and payable on September 13, 2008.
From May 16, 2008 to September 3, 2008, we may use up to $2,000,000 to pay our current accounts payable of $1,079,050.32, and after the payment in full of our current accounts payable, we may use the remaining amount of $920,949.68 for general corporate purposes.
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Item 3.02. Unregistered Sales of Equity Securities.
As a part of the consideration for the credit agreement with Macquarie Bank Limited, we issued Macquarie Bank Limited a warrant to purchase up to 750,000 shares of our common stock at $1.00 per share. The warrant expires on May 16, 2013.
Depending on the price and volume of shares of our common stock traded, we can require Macquarie Bank Limited to exercise the warrant. The warrant also provides for cashless exercise of the warrant and gives Macquarie Bank Limited a right to register shares of our common stock underlying the warrant if we decide to register any of our securities under the Securities Act of 1933 for sale to the public.
We issued the warrant to a non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S of the Securities Act of 1933.
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