SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a - 16 OR 15d - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2005
Assure Energy, Inc.
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(Registrant's name)
521 3rd Avenue, S.W., Suite 800
Calgary, Alberta T2P 3T3
Canada
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40F
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):
TABLE OF CONTENTS
1. Material Change Report as filed on SEDAR on April 26, 2005 respecting
previously announced Sale of Chestermere Property for CDN$5,500,000.
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.
Dated: April 27, 2005 ASSURE ENERGY, INC.
By: /s/ Harvey Lalach
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Name: Harvey Lalach
Title: President
2
FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
Assure Energy, Inc.
Suite 800 521-3rd Avenue SW
Calgary, Alberta T2P 3T3
2. Date of Material Change
April 21, 2005.
3. News Release
On April 21, 2005, Assure Energy Inc. ("Assure") issued a press release
disclosing the nature and substance of the material change.
4. Summary of Material Change
On April 21, 2005, Assure announced the sale of its Chestermere property
for proceeds of $5,500,000.00 and also the engagement of Haywood
Securities Inc. as its financial advisor.
5. Full Description of Material Change
On April 21, 2005, Assure announced that it had completed the sale of its
Chestermere property for proceeds of $5,500,000.00. Assures interest at
Chestermere included a 50% working interesting section 33-23-28 W4 with
one well producing from the Rundle `E' pool and a 100% working interest in
section 34-23-28 W4 with one well producing from the Rundle `M' pool. The
sale also included a 50% interest in the 7-33 oil battery. The effective
date of the sale is January 1, 2005 Proceeds of the sale are being applied
to working capital.
On April 21, 2005 Assure engaged Haywood Securities Inc. to act as its
exclusive advisor to assist Assure in the evaluation of the Company and
review corporate options potentially available to Assure including but not
limited to; the possible joint venture with, the acquisition, the merger
of the Company with, the sale of a part or substantial part of the assets,
the sale of all the assets or securities of the Company to, a
re-capitalization of the Company by, a management re-organization of the
Company by, or other type of business combination with, a third party.
6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
7. Omitted Information
No material information has been omitted from this report.
8. Executive Officer
For further information, please contact Harvey Lalach, President, at (403)
266-4975.
9. Date of Report
DATED at Calgary this 26th day of April, 2005.