FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December , 1996
PRAIRIE PACIFIC ENERGY CORPORATION
(Translation of registrant's name into English)
302, 1168 Hamilton Street, Vancouver, British Columbia, Canada, V6B 2S2
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes No X
[If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82- ]
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, thereunto duly authorized.
PRAIRIE PACIFIC ENERGY CORPORATION
(Registrant)
Date January 7, 1997 By /s/ Malcolm F.W. Todd
Malcolm F.W. Todd, President
(Signature)*
*Print the name and title of the signing officer under his
signature.
<PAGE>
[PRAIRIE PACIFIC ENERGY CORPORATION LETTERHEAD]
Vancouver, 30th December 1996
VIA TELE-FAX NO. (403) 237-0450 & MAIL
The Alberta Stock Exchange
Stock Exchange Tower
10th Floor
300 Fifth Avenue Southwest
Calgary, Alberta
T2P 3C4
Attn: Listings & Filings Officer
Dear Sir,
RE: NOTICE(S) OF PROPOSED PRIVATE PLACEMENT
Further to my letter dated 19th December 1996 (copy attached)
requesting price protection at $1.50 per common share, please find
attached the details of the captioned Private Placement proposal.
Should you have any questions, please do not hesitate to contact the
undersigned.
Yours truly,
PRAIRIE PACIFIC ENERGY CORPORATION
/s/ Malcolm F.W. Todd
Malcolm F.W. Todd
President
MFWT/jk
Encl.
cc: Board of Directors
Prairie Pacific Energy Corporation
F.H. Ramsay (403) 263-6523
Ramsay, Dalton & Co.
D.H. Mitchell, Q.C. (403) 232-9606
Howard, Mackie
R.A. Mantle, Esq. (212) 835-6001
Piper & Marbury L.L.P.
<PAGE>
[PRAIRIE PACIFIC ENERGY CORPORATION LETTERHEAD]
Vancouver, 19th December 1996
VIA TELE-FAX NO. (403) 237-0450
The Alberta Stock Exchange
Stock Exchange Tower
10th Floor
300 Fifth Avenue Southwest
Calgary, Alberta
T2P 3C4
Attn: Filings Department
Dear Sirs,
RE: NOTICE OF PRIVATE PLACEMENT
Please accept this letter as our written request for price protection
for a Private Placement of up to 500,000 Flow-Through common shares at
$1.50 per common share.
Prairie Pacific will forward a "Notice of Proposed Private Placement"
to the Exchange once names of purchasers and denominations have been
finalized. Closing is to occur prior to December 31st, 1996.
Should you have any questions or require additional information, please
do not hesitate to contact the undersigned.
Yours truly,
PRAIRIE PACIFIC ENERGY CORPORATION
/s/ Malcolm F.W. Todd
Malcolm F.W. Todd
President
cc:
Board of Directors, Prairie Pacific Energy Corporation
D.H. Mitchell, Q.C. - Howard, Mackie (403) 232-9606
F. Ramsay, C.A. - Ramsay, Dalton & Co. (403) 263-6523
R.W. Kirkham, Esq. - Douglas Symes & Brissenden (604) 669-1337
<PAGE>
NOTICE TO
THE ALBERTA STOCK EXCHANGE
OF A
PROPOSED PRIVATE PLACEMENT
1. Name of Issuer:
Prairie Pacific Energy Corporation
2. Description of Securities to be placed:
(a) Class: Common Shares
(b) Number: 138,334 Common Shares
(c) Price: $1.50 per Common Share
(d) Voting Rights: One vote per Common Share held
(e) If there are tax credits attached to the securities, please
describe: The securities will be flow-through shares as defined in
subsection 66(15) of the Income Tax Act (Canada)
(f) If convertible into another class of securities, the maximum
number of securities issuable upon conversion: N/A
(g) Description of any attached warrants including the number of
shares issuable upon exercise of the warrants, exercise price per
warrant and expiry date: N/A
3. Number of currently issued and outstanding shares of each class of shares
of the company, excluding non-voting preferred shares:
5,836,150 Common Shares
4. Is the placement entirely or in part non-arm's length?
No.
5. If the answer to 4 is yes, please explain relationship.
N/A
6. Has the issuer completed any private placements within past six months?
Yes.
7. (a) dates on which each private placement closed and the number and
class of listed securities issued or issuable under each placement;
5th July 1996 - 200,000 Flow-through Common Shares
(b) number of securities of each class issued and outstanding at the
beginning of the six month period, excluding non-voting preferred
shares;
5,636,150
8. Could the placement potentially result in a change of control?
No.
<PAGE>
9. What will be the use of proceeds?
The proceeds will be applied to Canadian Development Expenses as defined
in the Income Tax Act (Canada).
10. List the name, address and amount of purchase of each proposed
purchaser.
1. Anthony R. Field
1710, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1
Amount: $97,500.00 65,000 Common Shares
2. Ellen P. Todd
403, 2050 Comox Street
Vancouver, British Columbia, V6G 1R8
Amount: $110,001.00 73,334 Common Shares
11. State the exemption which the company is relying on to issue the
securities.
Section 31(2)(5) and Section 55(2)(4) of the Securities Act (British
Columbia).
Section 107(1)(d) of the Securities Act (Alberta).
12. State the hold period to which the issued shares will be subject to.
The securities will be held for a period of twelve months from the date of
issuance of the private placement transaction or as otherwise
determined by The Alberta Stock Exchange.
13. State the maximum number of securities if any, which the company
expects to issue in reliance upon ASC Notice 7.
N/A.
14. Any significant information regarding the proposed private placement,
including any finders fees, not disclosed above.
N/A.
15. Date of initial notice to Exchange regarding the private placement.
30th December, 1996
PRAIRIE PACIFIC ENERGY CORPORATION
Per: /S/ Malcolm F.W. Todd
Malcolm F.W. Todd
President
cc: Alberta Securities Commission Agency
British Columbia Securities Commission
<PAGE>
NOTICE TO
THE ALBERTA STOCK EXCHANGE
OF A
PROPOSED PRIVATE PLACEMENT
1. Name of Issuer:
Prairie Pacific Energy Corporation
2. Description of Securities to be placed:
(a) Class: Common Shares
(b) Number: 44,000 Common Shares
(c) Price: $1.50 per Common Share
(d) Voting Rights: One vote per Common Share held
(e) If there are tax credits attached to the securities, please
describe: The securities will be flow-through shares as defined in
subsection 66(15) of the Income Tax Act (Canada)
(f) If convertible into another class of securities, the maximum
number of securities issuable upon conversion: N/A
(g) Description of any attached warrants including the number of
shares issuable upon exercise of the warrants, exercise price per
warrant and expiry date: N/A
3. Number of currently issued and outstanding shares of each class of shares
of the company, excluding non-voting preferred shares:
5,836,150 Common Shares
4. Is the placement entirely or in part non-arm's length?
Yes.
5. If the answer to 4 is yes, please explain relationship.
The proposed purchasers are officers and directors of the issuer.
6. Has the issuer completed any private placements within past six months?
Yes.
7. (a) dates on which each private placement closed and the number and
class of listed securities issued or issuable under each placement;
5th July 1996 - 200,000 Flow-through common shares
(b) number of securities of each class issued and outstanding at the
beginning of the six month period, excluding non-voting preferred
shares;
5,636,150
8. Could the placement potentially result in a change of control?
No.
<PAGE>
9. What will be the use of proceeds?
The proceeds will be applied to Canadian Development Expenses as defined
in the Income Tax Act (Canada).
10. List the name, address and amount of purchase of each proposed
purchaser.
1. Robert H.O. Todd
2716 West 41st Avenue
Vancouver, British Columbia, V6N 3C4
Amount: $18,000.00 12,000 Common Shares
2. Malcolm F.W. Todd
#2, 144 West 10th Avenue
Vancouver, British Columbia, V5Y 1R7
Amount: $18,000.00 12,000 Common Shares
3. Murray K. Scalf
75 Lake Crimson Close S.E.
Calgary, Alberta, T2J 3K8
Amount: $30,000.00 20,000 Common Shares
11. State the exemption which the company is relying on to issue the
securities.
Section 55(2)(9) of the Securities Act (British Columbia).
Section 107(1)(2) of the Securities Act (Alberta).
12. State the hold period to which the issued shares will be subject to.
The securities will be held for a period of twelve months from the date of
issuance of the private placement transaction or as otherwise
determined by The Alberta Stock Exchange.
13. State the maximum number of securities if any, which the company
expects to issue in reliance upon ASC Notice 7.
N/A.
14. Any significant information regarding the proposed private placement,
including any finders fees, not disclosed above.
No.
15. Date of initial notice to Exchange regarding the private placement.
30th December, 1996
PRAIRIE PACIFIC ENERGY CORPORATION
Per: /s/ Malcolm F.W. Todd
Malcolm F.W. Todd
President
cc: Alberta Securities Commission Agency
British Columbia Securities Commission
<PAGE>
PRAIRIE PACIFIC PRAIRIE PACIFIC ENERGY CORPORATION 302,1168
LOGO Hamilton Street
FOR IMMEDIATE RELEASE Vancouver,
British
Columbia V6B252
Telephone:
(604) 684-2356
Facsimile:
(604) 684-4265
- ------------------------------------------------------------------------------
PRAIRIE PACIFIC ENERGY CORPORATION ("Prairie Pacific")
Listed: The Alberta Stock Exchange - Symbol: PRP
NASDAQ OTC Bulletin Board - Symbol: PRPEF
- ------------------------------------------------------------------------------
BRAZEAU RIVER WELL TESTS
INDICATE SIGNIFICANT DISCOVERY
Calgary, December 23rd, 1996 - Preliminary production testing results and
other well data indicate that a 3 384-metre well near Zeta Lake, Alberta, has
discovered a new, commercial Nisku reef oil and gas pool. The Brazeau
12-29-48-12 W5M also encountered apparently-commercial natural gas flows up
hole in the Shunda formation of the well's Mississippian horizon, Prairie
Pacific Energy Corporation announced today.
The well was perforated in the Nisku December 15th and acidized December
17th, it produced its allowable volume of oil for the month and was shut in
December 22nd. Production will resume January 5th. During the shut-in
period the well will be evaluated to determine reservoir size. Further
production testing is required to establish final flow rates for both oil and
gas.
"While all the evidence is positive, and all indications are that we have a
significant commercial discovery with production capability above the average
for Alberta, it is still premature to assess the full potential or to
determine the rate at which it will produce," Prairie Pacific President
Malcolm Todd said.
Meanwhile Gulf Canada Resources Limited, the operator, has started work to
tie gas production from the well to a nearby processing plant and this should
be completed by mid-January to early February. Gulf has also made
application to the Alberta Energy and Utilities Board for new pool status. A
program to develop the discovery, including the possible drilling of new
locations, is being prepared and the partners are evaluating their land
position around the well.
Zeta Lake is located 90 miles west of Edmonton, Alberta, and the 12-29 well
is part of a multi-well drilling program being conducted in the area by Gulf,
which has yielded other significant Nisku and Shunda discoveries. Prairie
Pacific (ASE: PRP) holds a 10 per cent undivided interest in the 12-29
location. Gulf Canada Resources Limited has an 80 per cent interest. Inspan
Investments Limited (ASE: INY), a Prairie Pacific affiliate, holds 10 per
cent.
Prairie Pacific Energy Corporation has oil and natural gas producing and
processing interests in north east British Columbia and a strong land
position with prospects in Alberta, British Columbia, Montana and North
Dakota.
For further information, please contact:
Malcolm F.W. Todd, President
Tel: (604) 684-2356
or
Frank Dabbs
Tel: (403) 228-7779
The Alberta Stock Exchange has neither approved nor disapproved the
information contained herein.
