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 1934
Date of Report (Date of earliest event reported) June 30, 2005
KESTREL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-9261 84-0772451
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
1726 Cole Boulevard, Suite 210 Lakewood, Colorado 80401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303)295-0344
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(Former name or former address, if changed since last report)
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):
|_| 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 3.02 Unregistered Sale of Equity Securities
See Item 5.01 which is incorporated by reference herein. The Note (as defined in
Item 5.01) provides that, Samson Oil & Gas N.L., formerly Samson Exploration
N.L. ("Samson"), may elect to convert all or any portion of the unpaid principal
and interest owed under the Agreement and the Note into shares of the no par
value Common Stock of Kestrel Energy, Inc. (the "Company") at a conversion price
of $1.50 per share. The offer and sale of the Note and the underlying shares of
the Common Stock which may be issued pursuant to the Note were exempt from
registration under the Securities Act of 1933 (the "Act") as a private offering
to an "accredited investor" under Sections 4(2) and 4(6) of the Act and Rules
505 and 506 of Regulation D promulgated thereunder.
Item 5.01 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 30, 2005, the Company entered into a Revolving Credit Loan Agreement
(the "Agreement") with Samson Oil & Gas N.L., the majority shareholder of the
Company. In connection with the Agreement, the Company issued a three year
Revolving Credit Master Note (the "Note") to Samson in the principal amount of
$3,500,000. Interest accrues on the principal balance from time to time
outstanding at the rate of 5.25% per annum. On the 15th day of each month that
there is an outstanding balance under the Note, the Company is required to make
monthly payment equal to the accrued interest on the Note as of that date. One
of the Company's directors, Neil T. MacLachlan, is also a director of Samson.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
10.1 Revolving Credit Loan Agreement and Note with Samson Oil
& Gas N.L. dated June 30, 2005.
10.2 Mortgage, Deed of Trust, Security Agreement, Assignment
of Production and Financing Statement dated June 30,
2005.
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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.
KESTREL ENERGY, INC.
(Registrant)
Date June 30, 2005
By: /s/ Timothy L. Hoops
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Timothy L. Hoops, President
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