gravis-6k_15168.htm


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 June, 2012

Commission File Number: 000-49760


GRAVIS OIL CORPORATION
(Name of Registrant)

1980 Post Oak Blvd., Suite 2020, Houston, Texas 77056
 (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 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)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ¨

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.
 
 
 
 
 
 
 
 
 
 

 

 
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GRAVIS OIL CORPORATION

EXHIBITS

Exhibit Number:
 
Description of Exhibit
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
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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, thereunto duly authorized.



 
  GRAVIS OIL CORPORATION  
       
Date: June 29, 2012
By:
/s/ JEFFREY FREEDMAN  
  Jeffrey Freedman  
  Chief Financial Officer  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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exhibit_99-1.htm

Exhibit 99.1
 
 
NEWS RELEASE
OTCPK: GRAVF
Cusip: 38911X105
 

June 27, 2012
 
Gravis Oil Announces Proposed Merger Transaction and Director Resignations
 

Houston, Texas; – Gravis Oil Corporation, (the "Company" or "Gravis"), (OTCPK:GRAVF) announces that it has entered into a non-binding letter of intent with Petro River Oil, LLC, a privately held Delaware limited liability company ("Petro") that would result in Gravis acquiring Petro for common stock, the name of Gravis changed and the Company redomiciled to Delaware (the "Merger Transaction").  The letter of intent also contemplates that the board of Gravis will consist of 5 members, 4 of which will be nominated by Petro.  It is intended that post- transaction, current common shareholders of Gravis will own approximately 2.5% of the issued and outstanding shares of the Company, holders of Gravis Preferred shares and notes approximately 22.5% and holders of shares and notes of Petro approximately 75%.  The Merger Transaction is subject to Gravis shareholder approval.
 
Petro River Oil LLC is an emerging oil producer focusing on liquid rich assets in the Southeast Kansas region of the Mississippi Lime.   Petro River oil owns approximately 100,000 net acreage and legacy wells, with plans to begin production in July 2012.
 
In addition to its holdings, Petro brings an exceptional leadership team to the Mississippi Lime. This includes  Ruben Alba, Daniel Smith and Louis Vierma. Alba joined Petro River in 2011 after 13 years at Halliburton Energy Services and Superior Well Service where he oversaw the management of the technical and laboratory staff. Smith joins Petro River from XTO Energy where he served as Operations Engineer specializing in hydraulic fracturing and artificial lift and Vierma comes from Venezuela's PDVSA – the fourth largest oil company in the world – where he served in numerous leadership roles before being sworn in as the Director General of Hydrocarbons and External Director of PDVSA in 2003 including a role as Venezuela’s Deputy Oil Minister to OPEC.
 
The Company has also received the resignations of George Orr and Elden Schorn as directors, and wish to thank them for their service to the Company.
 
Gravis is an independent oil and gas company, specializing in non-conventional oil and gas projects with a focus on heavy oil with current operational emphasis on the Deerfield area of Western Missouri, U.S.A.
 
 
Jeffrey Freedman, Interim CEO and CFO 1980 Post Oak Blvd.
Gravis Oil Corporation Suite 2020
  Houston, Texas 77056
   
CONTACT:  
Call: 877-235-9230  
Or email Info@gravisoil.com  
   
Ruben Alba, Co- CEO 4925 Greenville Ave.
Petro River Oil Suite 900
  Dallas, TX 75206
Daniel Smith, Co- CEO  
Petro River Oil  
 
CONTACT:
Ruben.Alba@PetroRiverUSA.com
Daniel.Smith@PetroRiverUSA.com

Or Visit www.PetroRiverOil.com for more information
 
 
 
 
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Forward-Looking Statements
 
This press release contains forward-looking information and statements including opinions, assumptions, estimates, expectations of future production performance and cash flow requirements.  Forward-looking statements include information that does not relate strictly to historical or current facts.  When used in this document, the words "anticipate", "believe", estimate", "expect", "forecast", "intent", "may", "project", "plan", "potential", "should" and similar expressions are intended to be among the statements that identify forward-looking statements. Predictions of steam flood performance and future production rates are forward-looking statements.   Forward-looking statements are not guarantees of future performance and are subject to a wide range of known and unknown risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable; there can be no assurance that such expectations will be realized.  We have attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information, which include the ability of the Company to raise sufficient capital to carry out its business plan, the risk of adverse market prices of both oil and natural gas, operational risks and geological risk.
 
These and other risks and uncertainties that could affect future events or the Company's future financial performance are more fully described in the Company's quarterly reports (on Form 6-K filed in the US and the financial statements, management discussion and analysis  and Form 51-102F1 filed in Canada), the Company's annual reports (on Form 20-F filed in the US and the financial statements, management discussion and analysis  and Form 51-102F1 filed in Canada) and the other recent filings in the US and Canada. These filings are available at www.sec.gov in the US and www.sedar.com in Canada. For all such forward-looking statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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