Filed pursuant to Rule 424 (b)(3)
Registration Statement No. 333-179008
PROSPECTUS
$50,000,000
LEGEND OIL AND GAS, LTD.
Common Stock, Preferred Stock,
and Warrants
We may offer and sell any
combination of common stock, preferred stock and warrants, with a total initial offering price of up to $50,000,000.
This Prospectus provides
a general description of securities we may offer and sell from time to time. Each time we sell these securities, we will provide their specific terms in a supplement to this Prospectus. Each prospectus supplement may also add, update or change
information contained in this Prospectus. You should read this Prospectus and the applicable prospectus supplement carefully before you invest in any securities. This Prospectus may not be used to consummate a sale of securities unless accompanied
by the applicable prospectus supplement.
We may offer and sell these securities, from time to time, to or through one or more underwriters,
dealers and agents, or directly to purchasers, on a continuous or delayed basis, at prices and on other terms to be determined at the time of offering. If we use agents, underwriters or dealers to sell the securities, we will name them and describe
their compensation in a prospectus supplement.
Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol
“LOGL.OB.” On March 14, 2012, the last sales price for our common stock as reported on the OTC Bulletin Board was $0.83 per share.
You should read this
Prospectus and each applicable prospectus supplement carefully before you invest in any securities. An investment in our securities involves certain risks. See the “
Risk Factors
” section on page 4 below and in
each applicable prospectus supplement to read about the risks you should consider before buying our securities.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is March 15, 2012.
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EXPLANATORY NOTE
Unless otherwise indicated or the context otherwise requires, all references in this Prospectus to the “
Company
,” “
we
,” “
us
,” and “
our
”
are to Legend Oil and Gas, Ltd., a Colorado corporation, including our wholly-owned subsidiary Legend Energy Canada Ltd., an Alberta, Canada corporation. All references in this Prospectus to “
Legend Canada
” are to Legend Energy
Canada Ltd. individually.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf registration process, from
time to time, we may sell any combination of the securities described in this Prospectus in one or more offerings, up to an aggregate initial offering price of $50,000,000. This Prospectus provides you with a general description of the securities we
may offer. Each time that we offer and sell securities under this Prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the applicable offering. We may also add, update or change in the
prospectus supplement any of the information contained in this Prospectus. This Prospectus, together with the applicable prospectus supplement(s) and the documents incorporated by reference into this Prospectus and such supplements, include all
material information relating to this offering. To the extent there is a conflict between the information contained in this Prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement; provided that, if
any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this Prospectus or any prospectus supplement — the statement in the
document having the later date modifies or supersedes the earlier statement. Please carefully read both this prospectus and any prospectus supplement, together with the additional information described below under “Where You Can Find More
Information,” before buying securities in this offering.
You should rely only on the information contained or incorporated by reference
in this Prospectus or a prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus and the
accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this Prospectus and the accompanying supplement to
this Prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the
information contained in this Prospectus and the accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front cover of this document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference, even though this Prospectus and any accompanying prospectus supplement is delivered or securities sold on a later date.
This Prospectus may not be used to consummate a sale of our securities unless it is accompanied by a prospectus supplement.
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FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein contain forward-looking statements. These forward-looking statements are based on our
management’s beliefs and assumptions and on information currently available to our management. Discussions containing these forward-looking statements may be found, among other places, under the headings “Business,” “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports filed with the Securities and Exchange Commission (“
SEC
”), including our Form 10-K
for the fiscal year ended December 31, 2010 and our Amendment to Current Report on Form 8-K/A dated October 20, 2011 and filed with the SEC on February 23, 2012, each of which are and incorporated herein by reference. Forward-looking
statements include, but are not limited to, statements about:
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the impact on our business, production, and results of operation from our acquisition of certain oil and gas properties from International Sovereign
Energy Corp. on October 20, 2011;
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pricing and production levels from our oil and gas properties in Canada and in the United States;
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the extent of the recoverable reserves at our oil and gas properties;
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the costs of exploration and drilling additional wells on our properties; and
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whether new wells drilled on our properties encounter oil and gas in commercially recoverable quantities.
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In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,”
“would,” “might,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to
identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that might cause our actual results, performance, time frames or achievements to be materially different from any future results,
performance, time frames or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from our expectations expressed in this Prospectus include, among others: general economic
conditions; our ability to integrate acquired businesses into our existing businesses; the competitive environment in which we operate; the unpredictability of our future revenues, expenses, cash flows and stock price; and other risk factors
detailed in this Prospectus and from time to time in our other SEC filings. We discuss many of these risks, uncertainties and other factors in greater detail under the heading “RISK FACTORS” contained in this Prospectus, and in our other
periodic reports filed with the SEC, which are incorporated herein by reference, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties and other factors, you should not place undue reliance
on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. You should read carefully this Prospectus, together with the
information incorporated herein by reference as described under the heading “Where You Can Find More Information,” completely and with the understanding that our actual future results might be materially different from what we expect. We
hereby qualify all of our forward-looking statements by these cautionary statements.
Except as required by law, we assume no obligation to
update these forward-looking statements publicly, or to update the reasons that actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in, or incorporated by reference into, this Prospectus. As a result, it does not contain all
of the information that may be important to you or that you should consider before investing in any of our securities. You should read this Prospectus, including any applicable prospectus supplement, and the documents incorporated by reference into
this Prospectus in their entirety.
We are an oil and gas exploration, development and production company. We have oil and gas property
interests located in Western Canada (in Berwyn, Medicine River, Joarcam, Red Earth and Swan Hills in Alberta, and Clarke Lake and Inga in British Columbia) and in the United States (in the Piqua region of the State of Kansas and in the Bakken and
Three Forks formations in Divide County, North Dakota). Our business focus is to acquire producing and non-producing oil and gas right interests and develop oil and gas properties that we own or in which we have a leasehold interest. We also
anticipate pursuing the acquisition of leaseholds and sites within other geographic areas that meet our general investment guidelines and targets. The majority of our operational duties are outsourced to consultants and independent contractors,
including for drilling, maintaining and operating our wells, and we maintain a limited in-house employee base.
We were incorporated under the
laws of the State of Colorado on November 27, 2000 under the name “SIN Holdings, Inc.” On November 29, 2010, we changed our name to Legend Oil and Gas, Ltd. Our only subsidiary is Legend Canada, which was formed in Alberta,
Canada on July 28, 2011, to acquire, own and develop certain oil and gas properties located in Canada. Neither we nor Legend Canada are reporting issuers in any province of Canada.
Our principal offices are located at 1420 5th Avenue, Suite 2200, Seattle, Washington, 98101, USA, and our registered office is
located at 36 South 18th Avenue, Suite D, Brighton, Colorado 80601, USA. The registered office of Legend Canada is located at 840 – 6
th
Avenue SW, Suite 230, Calgary, Alberta T2P 3E5, Canada. Our Internet website is located at:
http://www.legendoilandgas.com. The information included at our corporate website is not intended to comprise a part of this Prospectus.
RISK FACTORS
Our business, financial
condition, operating results and cash flows can be impacted by a number of factors which could cause our actual results to vary materially from recent results or anticipated future results, including the following:
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our ability to raise adequate working capital;
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success of our development and exploration;
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demand for and pricing of natural gas and crude oil;
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the quantity and accessibility of producing reserves on our properties;
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environmental and other governmental regulations;
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our ability to attract and maintain key management and employees; and
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our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or crude oil in a highly competitive and
speculative environment while maintaining quality and controlling costs.
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In addition, you should be aware that our common
stock is currently subject to the SEC regulations for “penny stocks.” A penny stock generally refers to any non-NASDAQ or other exchange listed equity security that has a market price of less than $5.00 per share. The regulations require
that prior to any non-exempt buy/sell transaction in a penny stock, a disclosure schedule set forth by the SEC relating to the penny stock market must be delivered to the purchaser of such penny stock. This disclosure must include the amount of
commissions payable to both the broker-dealer and the registered representative and current price quotations for the common stock. The regulations
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also require that monthly statements be sent to holders of penny stock which disclose recent price information for the penny stock and information of the limited market for penny stocks. These
requirements adversely affect the market liquidity of our common stock.
We attempt to advise investors of specific risk applicable to our
business in our annual reports on Form 10-K and in other periodic filings with the Securities and Exchange Commission, which are incorporated by reference in this Prospectus. For a more detailed discussion of the risks you should consider before
purchasing any securities of our company, you should carefully consider the specific risks discussed under “Risk Factors” in the applicable prospectus supplement and in our filings with the Securities and Exchange Commission and such
prospectus supplement.
USE OF PROCEEDS
We will retain broad discretion over the use of the net proceeds to us from the sale of our securities offered by this Prospectus. Unless we indicate
otherwise in the applicable prospectus supplement, we anticipate that any net proceeds will be used for working capital and general corporate purposes. We will set forth in the applicable prospectus supplement our intended use for the net proceeds
received from the sale of securities sold pursuant to that prospectus supplement.
PLAN OF
DISTRIBUTION
We may sell the securities covered by this Prospectus, from time to time, in any one or more of the following methods, which
we will describe in the applicable prospectus supplement:
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to or through one or more underwriters or dealers;
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directly to purchasers, or to purchasers through agents; or
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through a combination of any of these methods of sale.
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The prices at which we sell the securities offered hereby may be:
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at a fixed price or at varying prices determined at the time of sale;
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at market prices prevailing at the times of sale;
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at prices related to such prevailing market prices; or
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The
prospectus supplement used for any offering and sale of securities contemplated hereunder will include the following information:
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the terms of the offering;
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the names of any underwriters or agents, including any managing underwriter or underwriters;
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the purchase price of the securities;
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the net proceeds to us from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
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We may determine the price or other terms of the securities offered under this Prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how
potential investors may participate in the auction and the nature of the obligations of the underwriter, dealer or agent in the applicable prospectus supplement.
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Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or
commissions from us or our purchasers (as their agents in connection with the sale of the securities). In addition, underwriters may sell securities to or through dealers, and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions from the purchasers for whom they act as agent. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a result, discounts, commissions,
or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. Each applicable prospectus supplement will identify any such underwriter, dealer or agent, and describe any compensation
received by them from us. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
We may enter into agreements that provide for indemnification against certain civil liabilities, including liabilities under the Securities Act, or for contribution with respect to payments made by the
underwriters, dealers or agents and to reimburse these persons for certain expenses.
We may grant underwriters who participate in the
distribution of the securities an option to purchase additional securities to cover over-allotments, if any, in connection with the distribution. Underwriters or agents and their associates may be customers of, engage in transactions with, or
perform services for us in the ordinary course of business.
In connection with the offering of the securities, certain underwriters and
selling group members and their respective affiliates, may engage in transactions that stabilize, maintain or otherwise affect the market price of the securities. These transactions may include stabilization transactions effected in accordance with
Rule 104 of Regulation M promulgated by the SEC pursuant to which these persons may bid for or purchase securities for the purpose of stabilizing its market price.
Underwriters in an offering may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with rules and regulations under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of these activities at any time.
In compliance with guidelines of the Financial Industry Regulatory
Authority (FINRA), the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this Prospectus and any applicable prospectus
supplement.
DESCRIPTION OF CAPITAL STOCK
Our articles of incorporation authorize a total of 400,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of blank check
preferred stock, par value $0.001 per share, of which 2,300,000 shares have been designated as Convertible Preferred Shares, par value $0.001 per share. As of March 15, 2012, there are 50,642,516 shares of common stock and 2,300,000 Convertible
Preferred Shares issued and outstanding. Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “LOGL.OB.”
The following description summarizes the material terms of our capital stock. This summary is, however, subject to the provisions of our articles of incorporation and bylaws. For greater detail about our
capital stock, please refer to our articles of incorporation and bylaws.
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Common Stock
Holders of common stock are entitled to receive notice of and to attend and vote at all meetings of our shareholders, except meetings of holders of another class of shares. Each share of common stock
entitles the holder thereof to one vote. Cumulative voting is not permitted in the election of directors.
Subject to the preferences accorded
to holders of preferred stock, including the Convertible Preferred Shares and any other securities ranking senior to the common stock, holders of common stock are entitled to dividends if, as and when declared by the Board of Directors.
In the event of our liquidation, dissolution or winding up, holders of common stock, subject to the preferences accorded to holders of preferred stock,
including Convertible Preferred Shares and any other shares ranking senior to the common stock, are entitled to share equally, share for share, any of our remaining assets.
Holders of common stock do not have any preemptive rights to subscribe for or to purchase any of our shares, obligations or other securities.
The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209, Office: 303.282.4800,
Fax: 303.282.5800
www.corporatestock.com.
Convertible Preferred Shares
Our board of directors has designed 2,300,000 Convertible Preferred Shares, all of which are issued and outstanding. The Convertible Preferred Shares are
entitled to dividends as if they were shares of common stock in the event our board of directors declares and pays any dividends on our common stock. The Convertible Preferred Shares will not be entitled to any other dividends. Upon our corporate
liquidation, dissolution or winding up, holders of Convertible Preferred Shares are entitled to receive a pro rata share of all of our assets that are available for distribution prior to any distribution to holders of common stock. The holders of
Convertible Preferred Shares are entitled to one vote per share held on all matters submitted to a vote of the shareholders. Cumulative voting is not permitted in the election of directors.
Holders of the Convertible Preferred Shares have rights to convert the Convertible Preferred Shares into common stock. Each Convertible Preferred Share outstanding may, at any time at the option of the
holder, be converted into one fully paid and nonassessable share of common stock. At any time that the shares of common stock are changed into a different number of shares of any class or classes of our capital stock, whether by recapitalization,
combination, consolidation, reclassification or otherwise in any such event the holders of Convertible Preferred Shares shall have the same conversion rights with respect to the reclassified securities as they had with respect to the shares of
common stock, and the conversion formula will be adjusted equitably.
Each holder of the Convertible Preferred Shares has a “put”
option to require us to redeem any or all of the Convertible Preferred Shares held by such holder if our common stock is not listed for trading or otherwise quoted on the NYSE, Amex, NASDAQ, or any other stock market more senior than the OTCBB on or
before March 31, 2012. The redemption price is $2.00 per share payable in cash. This right may be waived by the holders of the Convertible Preferred Shares.
Holders of Convertible Preferred Shares do not have any preemptive rights to subscribe for or to purchase any of our shares, obligations or other securities.
Blank Check Preferred Stock
The
following description of preferred stock and the description of the terms of any particular series of preferred stock that we choose to offer and sell pursuant to this Prospectus and that will be set forth in the applicable prospectus supplement are
not complete. These descriptions are qualified in their entirety by reference to the certificate of designation relating to that series. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the
certificate of designation relating to that series.
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Our board of directors has the authority, without further vote or action by the shareholders, within the
limitations and restrictions in our articles of incorporation, to issue preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including the following:
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the number of shares constituting that series;
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dividend rights and rates;
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rights and terms of redemption (including redemption prices and sinking fund provisions); and
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liquidation preferences and other rights of the series in the event of liquidation, dissolution or winding up.
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All shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable and will not have any preemptive or similar rights. Our
board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transaction that might involve a premium price for holders of the shares or which
holders might believe to be in their best interests. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in our control without further action by the shareholders, and enable the board of directors to
render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management.
The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of holders of common stock, including as to
dividend rights, liquidation preferences, and voting rights, and the preferred stock may be convertible into shares of common stock. As a result, the issuance of preferred stock, or the issuance of rights to purchase preferred stock, may discourage
an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock.
We
will set forth in a prospectus supplement relating to the series of preferred stock being offered the following items:
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the title and stated value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
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the dividend rate(s), period(s) and payment date(s) or method(s) of calculation applicable to the preferred stock;
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whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock will accumulate;
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the procedures for any auction and remarketing, if any, for the preferred stock;
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the provisions for a sinking fund, if any, for the preferred stock;
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the provision for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock, including the conversion price (or
manner of calculation) and conversion period;
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voting rights, if any, of the preferred stock;
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a discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our
affairs;
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as
to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The transfer agent and registrar for any series of preferred stock will be set forth in the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS
As of March 15, 2012 we had outstanding warrants (excluding stock options under our 2011 Stock Incentive Plan) to purchase up to 4,150,000 shares of our
common stock.
We may issue warrants for the purchase of our common stock, preferred stock, or any combination. Warrants may be issued
independently or together with our common stock or preferred stock, and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement. Below is a description of certain general
terms and provisions of the warrants that we may offer. The particular terms of each series of warrants that we offer and sell will be described in the applicable warrant agreements and the applicable prospectus supplement for the warrants.
The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:
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the specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants;
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if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, and a
description of that class or series of our preferred stock;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrants may not be
continuously exercised throughout that period, the specific date or dates on which the warrants may be exercised;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms;
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any applicable material U.S. federal income tax consequences;
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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other
agents;
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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if applicable, the date from and after which the warrants and the common stock or preferred stock will be separately transferable;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the anti-dilution provisions of the warrants, if any;
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any redemption or call provisions;
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whether the warrants are to be sold separately or with other securities; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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The transfer agent and registrar for any series of warrants will be set forth in the applicable prospectus supplement.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are incorporated under the laws of the State of Colorado. Our articles of incorporation limit the personal liability of our directors to the fullest
extent permitted by Colorado law. Under Colorado law, a corporation may include in its articles of incorporation a provision that eliminates or limits the personal liability of a director to the corporation or its shareholders for damages for
(i) any breach of the director’s duty of loyalty to the corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) acts specified
in Section 7-108-403 of the Colorado Business Corporation Act (CBCA); or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the CBCA is amended to eliminate or limit further the
liability of a director, then, in addition to the elimination and limitation of liability provided by the foregoing, the liability of each director may be eliminated or limited to the fullest extent permitted under the provisions of the Colorado
Business Corporation Act as so amended. But no such provision may eliminate or limit the liability of a director (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the
corporation, or (b) for any transaction from which the director derived an improper personal benefit (see Section 7-109-102(4) of the CBCA).
Our bylaws also include indemnification provisions under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and
personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a
director or officer of our company. Our bylaws further provide for the advancement of expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the
party is not entitled to be indemnified under our bylaws. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the
heirs, executors and administrators of such a person.
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We have a directors’ and officers’ liability insurance policy in place pursuant to which our
directors and officers are insured against certain liabilities, including certain liabilities under the Securities Act and the Exchange Act.
SEC Position on Indemnification for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the
reporting requirements of the Exchange Act and its rules and regulations. The Exchange Act requires us to file reports, proxy statements and other information with the SEC. Copies of these reports, proxy statements and other information can be read
and copied at the SEC Public Reference Room, 100 F Street NE, Washington, D.C. 20549.
Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1–800–SEC–0330. The SEC also maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be
obtained electronically by accessing the SEC’s website at http://www.sec.gov.
We make available, free of charge on our website at
www.legendoilandgas.com
, copies of our filings with the SEC, including our annual report on Form 10–K, quarterly reports on Form 10–Q, proxy statements, and current reports on Form 8–K as well as amendments to those reports
filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act, together with Section 16 insider beneficial stock ownership reports, as soon as reasonably practicable after we electronically file these documents with, or furnish
them to, the SEC.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference the information that we file with them into this Prospectus. This means that we can disclose important
information to you by referring you to other documents previously filed separately with the SEC, including our annual, quarterly and current reports. The information incorporated by reference is considered to be a part of this Prospectus, except for
any information that is modified or superseded by information contained in this document or any other subsequently filed document. The information incorporated by reference is an important part of this Prospectus.
Any information that we file with the SEC, specifically, those documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other
than Regulation FD or Regulation G disclosure furnished under Item 9 or Item 12 of a current report on Form 8-K (or, if amended, the appropriate Items relating to such disclosures) and exhibits relating to such disclosures, unless
otherwise specifically stated in any such current report on Form 8-K), after the initial filing of the registration statement that contains this Prospectus and prior to the time that the Selling Shareholders sell all of the securities offered by
this Prospectus, will be incorporated by reference into this Prospectus and will automatically update and supersede the information in this Prospectus and any previously filed document.
We have filed the following documents with the SEC, which are hereby incorporated by reference into this Prospectus:
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our annual report on Form 10-K for the year ended December 31, 2010, filed on March 31, 2011;
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our quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed on May 13, 2011;
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our quarterly report on Form 10-Q for the quarter ended June 30, 2011, filed on August 12, 2011;
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our quarterly report on Form 10-Q for the quarter ended September 30, 2011, filed on November 14, 2011 and Amendment No. 1 to our
quarterly report on Form 10-Q/A filed on February 23, 2012;
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our current reports on Form 8-K during calendar year 2011 filed on January 25, January 28, February 17, March 9, May 9, May 10, July 7, July
15, August 15, August 23, September 16, September 23, October 26, and November 23, 2011;
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our current reports on Form 8-K during calendar year 2012 filed on January 11, February 13 and February 23, 2012; and
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the description of our common stock set forth in our current report on Form 8-K/A, dated October 20, 2011 and filed with the SEC on February 23, 2012,
including any amendment or report filed for the purpose of updating such description.
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Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
You may obtain any of these incorporated documents from us without charge, excluding any exhibits to those documents unless the exhibit is specifically
incorporated by reference in such document, by making a written or oral request to our corporate secretary at our corporate offices located at 1420 5th Avenue, Suite 2200, Seattle, Washington 98101 (telephone number: (206) 274-5165).
You should rely only on the information provided in this Prospectus, as well as the information incorporated by reference. If anyone provides
you with different or inconsistent information, you should not rely on it. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.
You should not assume that the information in this Prospectus or any documents incorporated by reference is accurate as of any date other than the date of the applicable document.
LEGAL MATTERS
Legal matters in connection with the validity of the securities offered by this Prospectus will be passed upon by Cairncross & Hempelmann, P.S., our legal counsel.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 have been audited by
Peterson Sullivan LLP, an independent registered public accounting firm. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009 have been audited by Robison, Hill & Co., an independent registered public accounting firm. Such financial statements have been incorporated in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
In addition, we incorporate by reference into this Prospectus the Audited Consolidated Financial
Statements of International Sovereign Energy Corp. for the years ended December 31, 2010 and 2009, which were filed as an Exhibit to our Amendment to Current Report on Form 8-K/A dated October 20, 2011, filed with the SEC on
January 11, 2012. The Consolidated Financial Statements of International Sovereign Energy Corp. were audited by Deloitte & Touche LLP, an independent registered public accounting firm. Such financial statements have been so
incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
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Legend Oil and Gas (CE) (USOTC:LOGL)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Legend Oil and Gas (CE) (USOTC:LOGL)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
