press release Sept 11
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For
the
month of September
2006
Commission
File Number 0-29586
ENERNORTH
INDUSTRIES INC.
1
King
Street West, Suite 1502, Toronto, Ontario, M5H 1A1, Canada
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Form
20-F
X
Form
40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes
No
X
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7)
Yes
No
X
Note:
Regulation
S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
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.
ENERNORTH
INDUSTRIES INC.
Date:
September 11, 2006 By:____”Sandra
J. Hall”____ ______
Sandra
J.
Hall,
President,
Secretary & Director
EnerNorth
Industries Inc.
Proposed
Acquisition and Litigation Update
Toronto,
Canada - September 8, 2006 -
EnerNorth Industries Inc.
(AMEX:
ENY, Frankfurt Stock Exchange: EPW1) (www.enernorth.com)
(“EnerNorth” or the “Company”) announces that the Company has entered into an
agreement with 1211115 Alberta Ltd., ("1211115") and the shareholders of
1211115
to acquire all the issued and outstanding shares of 1211115, a private company
that is engaged in oil and gas production.
In
addition, EnerNorth has paid $1.5 million to the Superior Court of Justice,
for
the Province of Ontario (the “Court”), as required to be paid on or before
September 8, 2006 in order to be granted a stay of the decision of the Court
of
Appeal of Ontario to recognize and enforce a Judgment in favour of Oakwell
Engineering Limited pending the Supreme Court of Canada's decision on
EnerNorth’s application for leave to appeal and, should leave be granted,
the appeal itself.
EnerNorth
has served its leave application including its arguments, affidavits and
supporting documents and it is in the process of being filed with the Supreme
Court of Canada.
EnerNorth
has agreed to issue to the shareholders of 1211115 an aggregate of 1,850,001
units of EnerNorth at CDN $1.25 per unit, and to issue a secured
debenture to the debt holders of 1211115 in satisfaction of CDN $237,500.00
of debt in 1211115 (the “Proposed Transaction”).
Under
the
terms of the agreement, 1211115 advanced CDN $650,000 to EnerNorth (the
"Advance") upon execution of the agreement, which amount is immediately
repayable to 1211115 in the event the Proposed Transaction is not completed
by
October 2, 2006. If not repaid as required, the Advance is converted to a
demand
promissory note, the repayment of which is secured by the unencumbered assets
of
EnerNorth. Furthermore in the event that the Proposed Transaction terminates
at
no fault of 1211115 or the shareholders of 1211115 then 650,000 compensation
warrants, each
compensation warrant entitling the holder to purchase one common share of
EnerNorth at a price of CDN $1.40 for a period of three years from the date
of
issuance, will
be
issued to the shareholders of 1211115.
Two
directors of EnerNorth are also minority shareholders of 1211115, and as
a
result each is a related party (as defined in Ontario Securities Commission
Rule 61-501 "Issuer Bids, Insider Bids, Business Combinations and Related
Party Transactions"), and the acquisition of 1211115 is a related party
transaction. EnerNorth's Board formed an independent committee of disinterested
directors to the transaction to consider whether the transaction is in the
best
interests of EnerNorth. The independent committee has concluded, on review
of
the Proposed Transaction, an independent engineering report on the reserves
of
1211115, and a fairness opinion from an independent investment advisor, that
EnerNorth should complete the Proposed Transaction as it is in the best interest
of EnerNorth and improves its financial condition.
The
Proposed Transaction is subject to regulatory approval, including approval
from
the American Stock Exchange and is expected to close on or before October
2,
2006.
About
EnerNorth Industries Inc.
EnerNorth
is a junior oil and gas company carrying out operations through production,
development and exploration of oil and gas in the Western Sedimentary Basin,
Canada.
There
are
approximately 4.272 million shares issued and outstanding in the capital
of the
Company.
For
further information contact:
Sandra
Hall
President
Telephone:
(416) 861-1484
www.enernorth.com
Certain
statements contained herein constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform
Act”), which reflect the Company’s current expectations regarding the future
results of operations, performance and achievements of the Company. The Company
has tried, wherever possible, to identify these forward-looking statements
by,
among other things, using words such as “anticipate,” “believe,” “estimate,”
“expect” and similar expressions. These statements reflect the current beliefs
of management of the Company, and are based on current available information.
Accordingly, these statements are subject to known and unknown risks,
uncertainties and other factors which could cause the actual results,
performance or achievements of the Company to differ materially from those
expressed in, or implied by, these statements. (See the Company’s Annual
Information Form and Annual Form 20 F for Risk Factors.) The Company is not
obligated to update or revise these “forward-looking” statements to reflect new
events or circumstances, unless required by securities law.
Suite
1502, 1 King Street West, Toronto, Ontario, M5H 1A1 Telephone: 416 861-1484,
Facsimile: 416 861-9623 www.enernorth.com