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MHR > SEC Filings for MHR > Form 8-K on 21-Aug-2014All Recent SEC Filings




Regulation FD Disclosure, Financial Statements and Exhibits

Item 7.01 Regulation FD Disclosure.

On August 20, 2014, Magnum Hunter Resources Corporation (the "Company"), through its wholly owned subsidiary, Outback Shale Hunter Pty Ltd, an Australian company, lodged a First Supplementary Bidder's Statement (the "Supplementary Statement") with the Australian Securities and Investments Commission in connection with its previously announced off-market takeover offer (the "Offer") for Ambassador Oil and Gas Limited, an Australian company listed on the Australian Securities Exchange ("ASX") (ASX: AQO) ("Ambassador"). The Supplementary Statement supplements the Bidder's Statement dated June 20, 2014 (the "Original Statement") related to the Offer, a copy of which was attached as an exhibit to the Company's Current Report on Form 8-K filed on June 26, 2014. The Supplementary Statement provides additional information regarding the Company and the Offer in response to requests from Australian regulators. Among other information, the Supplementary Statement includes information regarding the Company's proved, probable and possible oil and natural gas reserves as of June 30, 2014 based on the report of Cawley, Gillespie & Associates, Inc., the Company's independent petroleum consultants, a copy of which is attached to the Supplementary Statement as Annexure B.

A copy of the Supplementary Statement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Notice to U.S. Shareholders of Ambassador. The Offer described in this report is for the securities of a non-U.S. company. The Offer is subject to disclosure requirements of a country that are different from those of the United States. Some of the financial statements included in the Original Statement and the Supplementary Statement have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies. You should be aware that the offeror may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including the related Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)               Exhibits

Number                            Description

99.1 First Supplementary Bidder's Statement dated August 20, 2014

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