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	~~November~~December	2014
Commission File Number	001-31395
Sonde Resources Corp.
(Translation of registrant’s name into English)
P.O. BOX 65161 North Hill NW Calgary, AB T2N 4T6
(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 40F:



Form 20-F		Form 40-F 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)(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.

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Document		Description
1.		~~Material~~News ~~Change Report~~Release, dated ~~November~~December 2415, 2014

This Report on Form 6-K is incorporated by reference into the Registration Statement on Form S-8 of the Registrant, which was filed with the Securities and Exchange Commission on August 12, 2011 (File No. 333-176261).

~~Form~~For ~~51‑102F3~~Immediate Release December 15, 2014

~~MATERIAL~~Sonde ~~CHANGE~~Resources ~~REPORT~~Corp. Executes Exclusivity Agreement and Pays Exploratory Well Penalty

1CALGARY, ALBERTA - (Marketwired- December 15, 2014) - Sonde Resources Corp. ~~Name~~(“Sonde” or the “Company”) (TSXV:SOQ) (NYSE MKT:SOQ) announced today that the Company has executed an Exclusivity and ~~Address~~Sale and Purchase Agreement with an arm's length party (the "Exclusivity Agreement"). The Exclusivity Agreement provides for a 90-day period of exclusivity during which the parties have agreed to negotiate in good faith the terms of definitive documentation (Sale and Purchase Agreement and ancillary agreements) to complete the sale of the shares of Sonde North Africa B.V.("Sonde BV"), the Company's wholly owned subsidiary that is the party to the Exploration and Production Sharing Agreement (“EPSA”) for the Joint Oil Block in North Africa (the "Acquisition"). The consideration for the Acquisition is US$8 million, less any sums paid by the purchaser on Sonde's behalf. The Company will receive US$2 million (the "Prepayment”) of the purchase price in two installments: US$1 million upon the satisfaction of certain conditions relating to transfer of certain assets held by Sonde BV to the purchaser and US$1 million on January 31, 2015. The Prepayment, if paid, is non-refundable and will be applied to the negotiated purchase price of US$8 million. The Company intends to use the Prepayment to fund its expenses in connection with the negotiation of the definitive documentation relating to the Acquisition and for working capital.

The Acquisition is subject to certain conditions precedent that may require an amendment to the EPSA. The 90-day exclusivity period is intended to allow the purchaser to work with the Company to seek these amendments and changes to the exploratory work program under the EPSA and to obtain all required governmental approvals. Satisfaction of these conditions is a pre-condition to the formal closing of the Acquisition. In addition, the Acquisition is subject to the approval of the TSX Venture Exchange and shareholders of Sonde. There can be no assurance that Joint Oil will agree to any changes to the exploratory work program under the EPSA or that the other conditions precedent will be satisfied. Additionally, no party is under any obligation or commitment to enter into any binding agreement with regard to the Acquisition merely by reason of the execution of the Exclusivity Agreement.

Sonde also announced that the penalty of US$15 million was paid to Joint Oil for failure to drill an exploratory well (Fisal-1) by November 30, 2014 as required by the EPSA. Under the terms of the EPSA, the next well is required to be drilled by December 23, 2014 and the final well is required to be drilled by December 23, 2015. Sonde has provided a corporate guarantee of US$30 million to secure its commitment to drill these two additional wells. As previously disclosed, the Company no longer generates cash flow from petroleum and natural gas sales and the Company no longer has a credit facility. As such, the Company must fund its operations, including its commitments under the EPSA, from working capital, or property dispositions. As a result of this liquidity position, no steps have been taken to meet the drilling obligation in respect of the next well. Failure to meet these commitments could result in a termination of the EPSA by Joint Oil.

Forward Looking Information - This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, among others, statements concerning the proposed sale of Sonde BV, the requirement to seek amendments to the EPSA to proceed with the

Acquisition, the satisfaction of the other conditions precedent to the Acquisition and the liquidity position of the Company. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, market and operating conditions, access to sources of liquidity to continue operations and the ability of the Company to negotiate definitive documentation relating to the Acquisition or another transaction to provide additional funding, the ability of the Company to secure the required governmental and shareholder approvals necessary to complete the Acquisition and to secure the approval of Joint Oil to extend the timing of existing work commitments under the EPSA. Actual results could differ materially due to a number of factors, including, without limitation, changes in market conditions, inability to access additional sources of liquidity on terms acceptable to the Company or at all, the failure to reach agreement on definitive documents relating to the Acquisition and/or the inability to secure an extension of the Company's current work commitments under the EPSA from Joint Oil and the inability to secure governmental or other approvals to complete the Acquisition. No party is under any obligation or commitment to enter into any binding agreement with regard to the Acquisition merely by reason of the execution of the Exclusivity Agreement.

Additional assumptions and risks relating to the Company and its business and affairs are set out in detail in the Company’s AIF, available on SEDAR at www.sedar.com, and the Company's annual report on Form 40-F on file with the U.S. Securities and Exchange Commission. Although management believes that the expectations reflected in the forward-looking information or forward-looking statements are reasonable, prospective investors should not place undue reliance on forward-looking information or forward-looking statements because Sonde can provide no assurance those expectations will prove to be correct. Sonde bases its forward-looking statements and forward-looking information on information currently available and does not assume any obligation to update the forward-looking information or forward-looking statements unless required by law.

Contact Information:

Sonde Resources Corp.

P.O. Box 65161 North Hill NW

Calgary, Alberta ~~T2N~~, ~~4T6~~Canada T2N4T6

2Kurt A. ~~Date~~Nelson, ofChief ~~Material~~Financial ~~Change:~~Officer

~~November~~Phone: ~~19,~~(281) ~~2014~~928-9659

3www. ~~News Release:~~sonderesources.com

ANeither ~~press~~the ~~release~~TSX ~~disclosing~~Venture Exchange nor its Regulation Services Provider (as that term is defined in the ~~material~~policies ~~change~~of ~~was~~the ~~issued~~TSX ~~through~~Venture ~~Marketwire~~Exchange) onaccepts ~~November~~responsibility ~~20,~~for ~~2014~~the adequacy or accuracy of this release.

4. Summary of Material Change:

On November 19, 2014, Sonde Resources Corp. (Sonde or the Company) received notice that the staff of NYSE Regulation, Inc. determined to commence proceedings to delist the Company’s common shares from NYSE MKT LLC (the Exchange). Trading of the Company’s common shares on the Exchange was previously halted by the staff on November 17, 2014. Sonde also received notice on November 19, 2014, that the Alberta Securities Commission (ASC) issued a cease trade order (the Order) as a result of the Company’s failure to file its interim unaudited financial statements, interim management's discussion and analysis and certification of interim filings for the interim period ended September 30, 2014. The Order requires that all trading or purchasing cease in respect of each security of the Company until the Order has been revoked or varied. Sonde's common shares remain listed on the TSX Venture Exchange but have been suspended as a result of the issuance of the Order. Reinstatement to trading of the common shares of Sonde on the TSX Venture Exchange can only occur when the Order is revoked and the TSX Venture Exchange has concluded its reinstatement review to ensure that the Company has satisfactorily complied with the requirements of the TSX Venture Exchange.

5. Full Description of Material Change:

5.1 Full Description of Material Change

Sonde received notice on November 19, 2014 that the staff of NYSE Regulation, Inc. determined to commence proceedings to delist the Company’s common shares from the Exchange. Trading of the Company’s common shares on the Exchange was previously halted by the staff on November 17, 2014.

The Exchange previously notified the Company that it no longer complies with the continued listing standards set forth in Section 1003(a)(iv) of the NYSE MKT Company Guide. Based on disclosures in the Company’s November 18, 2014 press release, the Exchange determined that the Company’s financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, whether the Company will be able to continue operations and/or meet its obligations as they mature. The Exchange also determined that the Company is not in compliance with Section 1003(f)(v) of the NYSE MKT Company Guide due to the low selling price of the Company’s common shares. If the Company elects not to appeal the delisting determination by November 26, 2014, the delisting determination will become final.

Sonde also received notification on November 19, 2014 that the ASC issued an Order as a result of the Company’s failure to file its interim unaudited financial statements, interim management's discussion and analysis and

certification of interim filings for the interim period ended September 30, 2014. The Order requires that all trading or purchasing cease in respect of each security of the Company until the order has been revoked or varied.

Sonde's common shares remain listed on the TSX Venture Exchange but have been suspended as a result of the issuance of the Order described above. Reinstatement to trading of the common shares of Sonde on the TSX Venture Exchange can only occur when the Order is revoked and the TSX Venture Exchange has concluded its reinstatement review to ensure that the Company has satisfactorily complied with the requirements of the TSX Venture Exchange. If Sonde does not complete its reinstatement to the TSX Venture Exchange and is unable to meet the continue listing requirements by February 17, 2015, the TSX Venture Exchange will transfer the common shares of Sonde to NEX, without further notice.

As previously disclosed, the Company no longer generates cash flow from petroleum and natural gas sales and the Company no longer has a credit facility. As such, the Company must fund operations, including its commitments under the Exploration and Production Sharing Agreement (EPSA), from working capital, new financings, farm-outs or property dispositions. While discussions are ongoing, the Company's strategic alternatives process has not resulted in a transaction that would satisfy its significant financial commitments. There can be no assurance that the current strategic process will result in the sale of its interest or securing a partner, farm-out or other source of funding to meet the Company's financial obligations. There is a significant likelihood that the Company will exhaust its working capital prior to the execution of new financings, farm-outs or property dispositions.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102:

This material change report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

7. Omitted Information:

No information has been omitted in this material change report on the basis that it is confidential information.

8. Executive Officer:

The following is the name and business telephone number of an executive officer of the Corporation who is knowledgeable about the material change and this report.

Kurt Nelson

Chief Financial Officer

Sonde Resources Corp.

(281) 928-9659

9. Date of Report:

November 24, 2014

Forward Looking Information - This material change report contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, among others, statements concerning the current status and potential outcome of the strategic alternatives process (including the ability of the Company to secure the necessary funding to meet the Company's obligations under the EPSA and to meet other financial obligations), the liquidity position of the Company, the pending delisting of the Company’s common shares from the Exchange, the reinstatement review of the Company's common shares onto the TSX Venture Exchange, including the Company's ability to meet the continued listing requirements and the potential transfer of the Company's common shares to the NEX. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, market and operating conditions, access to additional sources of liquidity and the ability of the Company to negotiate a transaction to provide additional funding and/or extend the timing of existing work commitments under the EPSA. Actual results could differ materially due to a number of factors, including, without limitation, changes in market conditions, inability to access additional sources of liquidity on terms acceptable to the Company or at all and/or inability to secure an extension of the Company's current work commitments under the EPSA.

Additional assumptions and risks relating to the Company and its business and affairs are set out in detail in the Company’s AIF, available on SEDAR at www.sedar.com, and the Corporation's annual report on Form 40-F on file with the U.S. Securities and Exchange Commission. Although management believes that the expectations reflected in the forward-looking information or forward-looking statements are reasonable, prospective investors should not place undue reliance on forward-looking information or forward-looking statements because Sonde can provide no assurance those expectations will prove to be correct. Sonde bases its forward-looking statements and forward-looking information on information currently available and does not assume any obligation to update the forward-looking information or forward-looking statements unless required by law.

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.

Sonde Resources Corp.
(Registrant)
Date:	~~November~~December 2415, 2014	By:	/s/ Cheryl Clark
	Name & Title:		Cheryl Clark, Assistant Corporate Secretary

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