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): August 7, 1997
Mar Ventures Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20879 95-4580642
- ---------------------------- --------------- ---------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1675 Broadway, Suite 1150, Denver, Colorado 80202
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 825-3748
-------------
17337 Ventura Boulevard, Suite 224, Encino, California 91316
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
Press Release. The press release of the Registrant dated August 7, 1997,
which is filed as an exhibit hereto, is incorporated herein by reference.
Item 7. Financial Statements And Exhibits.
---------------------------------
(c) Exhibits.
--------
Exhibit Index
-------------
Exhibit
Number Description
- ------ -----------
99.1 Press release dated August 7, 1997.
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.
Date: August 8, 1997 MAR VENTURES INC.
By: /s/ D. Scott Singdahlsen
--------------------------
D. Scott Singdahlsen
President
2
EXHIBIT 99.1
On August 7, 1997, the Registrant issued the following press release:
"Contact: FOR IMMEDIATE RELEASE
D. Scott Singdahlsen, President AUGUST 7, 1997
Mar Ventures Raises $1.5 Million Net in Private Placement
Company Focuses on U.S. Oil and Gas Exploration and Production
--------------------------------------------------------------
DENVER - Mar Ventures, Inc. (NASD EBB: MRVI) today announced it
successfully completed a private offering of $1.5 million net to the company.
Concurrent with the private offering it purchased 100% interest in PYR Energy,
LLC, a Denver-based independent oil and gas exploration company, in exchange for
4 million shares of common stock.
The offering consisted of two million units, sold at a price of $.75 per
unit, with each unit consisting of one share of its Common Stock, one-half
warrant to purchase one share of its Common Stock at an exercise price of $1.25
per share on or before Oct. 31, 1997, and one-half warrant to purchase one share
of its Common Stock on or before January 31, 1998, at an exercise price of $1.75
per share.
"Our strategy is to generate significant exploration and exploitation
opportunities and apply advanced geological and geophysical tools and financial
leverage to control the company's exposure and risk," said D. Scott Singdahlsen,
president of PYR. "Three-D seismic technology is what we believe will expose the
company to large oil and gas reserves to be found in mature basins."
The management of PYR Energy has assumed the management of Mar Ventures.
Plans are underway to seek shareholder approval to change the name of Mar
Ventures to PYR Energy Corporation. The management team of PYR includes D. Scott
Singdahlsen, president; Robert Suydam, vice president geology; and Richard A.
Castle, senior geologist - California. The newly appointed Board of Directors of
Mar consists of Singdahlsen; Keith F. Carney, chief financial officer of
Cheniere Energy, Inc., a Houston-based exploration company traded on the NASDAQ
SmallCap(TM) under the symbol CHEX; and Gregory B. Barnett, president of
Denver-based EnerCOM Incorporated, a firm with emphasis in financial
communications for several industries, including oil and gas.
Mar's primary focus is the exploration for oil and gas in the San Joaquin
Basin of California. The firm holds options to earn approximately 22,000 acres
in California and expects to spud its first well on this land on or before
year-end 1997. The Company expects to acquire new 3-D seismic on approximately
12,000 of these acres by Mar. 31, 1998.
Additionally, the company is involved in exploration and exploitation
projects in the Denver Basin of Colorado and Wyoming's Big Horn Basin. In total,
the company believes it has five or more prospects to drill before the end of
1998.
3
<PAGE>
Based in Denver, Mar Ventures, Inc. uses 3-D seismic to explore for large
oil and natural gas accumulations in onshore U.S. The company seeks to use
advanced 3-D seismic technologies in regions in which such technologies are
absent or underutilized. The company trades under the symbol MRVI on NASD's
Electronic Bulletin Board.
###
---------------------------------------
Certain statements in this news release regarding future expectations
of reserve potential, production and drilling may be regarded as
"forward-looking statements" within the meaning of the U.S. Securities
Litigation Reform Act. They are subject to various risks, such as the inherent
uncertainties in interpreting geologic and engineering data relating to
underground accumulations of oil and gas. Actual results may vary materially."
4
