8-K
UNITED
STATES
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 2334
Date
of
Report (Date of earliest event reported): April 24, 2007
(Name
of
issuer in its charter)
(I.R.S.
employer identification number)
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P.O
Box 488 Cut Bank, Montana
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59427
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(Address
of principal executive offices)
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(Zip
code)
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Issuer's
telephone number: 406-873-5580
SEC
file
number: 333-126031
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):
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o
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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))
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Section
1 - Registrant's Business and Operations
Item1.01
Entry into a Material Definitive Agreement.
A.
AGREEMENT is made and entered into effective the 24th day of April, 2007, by
and
between ALTAMONT OIL & GAS, INC., a Montana corporation, of P. O. Box 488,
Cut Bank, MT 59427, and NUMBERS, INC., a corporation, of 1500 Manulife Place,
10180-101 Street, Edmonton, Alberta T5J 4K1, hereinafter referred to
collectively as “SELLER” and MAJESTIC OIL & GAS, INC, whose address is CBM
Building, Cut Bank, MT 59427, hereinafter referred to as
“PURCHASER”.
Seller
will sell to Purchaser and Purchaser will purchase from Seller in consideration
of the purchase price set forth hereinafter an undivided fifty percent (50%)
interest in the oil and gas real and personal property, more fully set forth
on
Exhibit “A” in the Agreement filed as an Exhibit hereto.
The
total
purchase price for the property set forth above shall be the value determined
by
the engineering report prepared by Citadel Engineering Company of Calgary,
Alberta, and shall be payable by Purchaser to Seller at closing in cash and
shares of common stock of Purchaser. In the event that at closing the parties
are unable to agree on the amount of cash and number of shares constituting
the
purchase price, then this Agreement shall be of no further force nor effect
and
neither party shall assert any claim agaist the other on account of this
Agreement.
B.
FARMOUT
AGREEMENT made
and
entered into as of the 24th day of April, 2007, by and between ALTAMONT OIL
& GAS, INC., P.O. Box 488, Cut Bank, MT 59427 and NUMBERS, INC., 1500
Manulife Place, 10180 - 202 Street, Edmonton, AB T5J 4K1, referred to as
“FARMOR”, and MAJESTIC OIL & GAS, INC., CBM Building, Cut Bank, MT 59427,
hereafter referred to as “FARMEE”,
Initial
Test Well. Farmee, at its sole cost, risk and expense, shall commence or cause
to be commenced, the actual drilling of a Test Well at a location of its choice
on the Subject Lands or on lands pooled or communitized therewith on or before
,
2007, and shall thereafter drill the Test Well with due diligence and in a
workmanlike manner and in accordance with good oil field practices to a depth
sufficient to penetrate the 4th Bow Island formation and shall complete the
Test
Well as a producing well, shut-in gas well, or dry hole within a reasonable
time
after commence-ment. In the event Farmee should fail to timely commence the
drilling of Test Well or complete the Test Well as specified herein, then the
only consequence of such failure to perform shall be the forfeiture of any
interest to be earned by Farmee in the Subject Lands and the automatic
termination of this Agreement and all rights and privileges of Farmee
hereunder.
In
the
Event Farmee is unable to reach the objective depth -in drilling any Test Well
due to conditions beyond Farmee's control encountered subsurface, Farmee may
commence a substitute Test Well within thirty (30) days from the cessation
of
drilling on the abandoned Test Well on a location of Farmee's choice on the
Subject Lands and such substitute Test Well shall take the place of the
abandoned Test Well for all purposes hereof.
Subsequent
Test Wells. If Farmee timely and properly drills the Initial Test Well provided
for, whether completed as a producer of oil or gas, or plugged and abandoned
as
a dry hole, Farmee shall have the exclusive right to drill additional test
wells
on the Subject Lands, or on lands pooled or communitized therewith, at locations
of Farmee’s choice in the same manner as provided for drilling the Initial Test
Well, provided, however, that Farmee shall drill at least two additional test
wells per calendar year.
Farmee
shall have the continuing option to drill and earn interests in the Subject
Lands by drilling a minimum of two test wells per calendar year. In the event
Farmee fails to drill two wells in any year, the only consequence shall be
the
forfeiture of any interest to be earned by Farmee in the Subject Lands remaining
undrilled by Farmee, but Farmee shall have and be entitled to all interests
theretofore earned under the terms of this Agreement.
The
Agreement, filed as an Exhibit, contains other provisions
concerning:
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Assignments
of Interest
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Liability
of the Parties
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Other
general provisions
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Bruce
D.
Hirsche, elected as a Director as of April 24, 2007 owns Numbers, Inc which
has
an option to sell 25% of his interest in the Williams Gas Field to Majestic
Oil
& Gas, Inc. Numbers, Inc along with Altamont Oil & Gas, Inc also
farmed-out 5 wells in the Lake Frances Field and 5 wells in the Williams Gas
Field to Majestic Oil & Gas, Inc to be drilled in 2007, once funds have been
raised, as further set forth in the above agreements.
Item
5.02 Election of Directors
(d)
If
the registrant elects a new director, except by a vote of security holders
at an
annual meeting or special meeting convened for such purpose, disclose the
following information:
(1)
the
name of the newly elected director and the date of election: Bruce
D.
Hirsche, Q.C., LL.M., was elected as a Director as of April 24,
2007.
(2)
a
brief description of any arrangement or understanding between the new director
and any other persons, naming such persons, pursuant to which such director
was
selected as a director: Mr. Hirsche was not elected a director until the
Agreements set forth in Item 1.01 above were executed by him and received by
us.
(3)
the
committees of the board of directors to which the new director has been, or
at
the time of this disclosure is expected
to
be,
named: None
(4)
See
Resume, Exhibit 99.1
(5)
a
brief description of any material plan, contract or arrangement (whether or
not
written) to which the director is a
party
or
in which he or she participates that is entered into or material amendment
in
connection with the triggering event or
any
grant
or award to any such covered person or modification thereto, under any such
plan, contract or arrangement in
connection
with any such event: See
Item
1.01
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description
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Purchase
Agreement
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Farmout
Agreement
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Resume
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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.
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Dated: April
24, 2007
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MAJESTIC
OIL & GAS INC.
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By:
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/s/ Patrick
Montalban
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Name: Patrick
Montalban
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Title: President,
CEO and a Director
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