Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: June 20, 2011
RED MOUNTAIN RESOURCES, INC.
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(Exact name of Company as specified in its charter)
2515 McKinney Ave., Suite 900, Dallas, TX 75201
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(Address of Registrant)
N/A
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(Former name or former address, if changed since last report)
Florida 000-164968 27-1739487
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(State or other jurisdiction (Commission File (IRS Employer Identifi-
of incorporation) Number) cation Number)
(720) 204-1013
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Company's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
Acquisition of Assets
Red Mountain Resources, Inc. has completed, under an amended Agreement, the
acquisition of Black Rock Capital, which holds oil and gas leases and assets,
for 27,000,000 shares of common stock. An 8-K with full disclosure of all
details will be filed within four days hereafter.
Under the amendment, the parties agreed to change the closing date to June 20,
2011. Also, the First State Bank of Lonoke, Black Rock's lender, has made
certain additional requirements to the assumption of the loan by Red Mountain,
i.e.:
a. Alan Barksdale must be the only officer as President of Black Rock
Capital, Inc. and Chief Executive Officer of Red Mountain Resources,
Inc. during the term of the loan;
b. Black Rock Capital, Inc.'s 1,000 common shares (100%) shall be pledged
as collateral for the loan by Red Mountain Resources, Inc. to First
State Bank of Lonoke;
c. Black Rock Capital's assets shall remain held in the name of Black
Rock Capital, Inc. during the term of the loan; and
d. Red Mountain Resources, Inc. and Black Rock Capital, Inc. shall
jointly sign a new Note to the First State Bank of Lonoke to acquire
the loan to Bamco Gas, LLC, in receivership, in the amount of
approximately $2,800,000, which is currently in technical default, and
the First State Bank of Lonoke will assign the Note to Black Rock
Capital, Inc. with any collateral pledges.
Red Mountain also agreed to the additional requirements of the First State Bank
of Lonoke, whereby the shareholders of Black Rock Capital, Inc. agreed to pledge
two million common shares of Red Mountain to secure the Black Rock Loan and the
acquisition of the Note for Bamco Gas, LLC to the First State Bank of Lonoke.
A copy of the Amendment to Plan of Reorganization and Share Exchange Agreement
is attached hereto as Exhibit 10.4.
On June 20, 2011, Red Mountain agreed to extend the Plan of Reorganization and
Share Exchange Agreement. The Amendment provided not only for the extension of
the closing deadline to June 22, 2011, but also dealt with conditions to the
loan owed by Black Rock to the First State Bank of Lonoke, and also provides the
following:
(1) Black Rock Capital has borrowed $2,500,000 in Notes and has agreed to
cause to be issued 600,000 shares of Red Mountain conditioned on the
closing of the Black Rock Acquisition.
(2) Black Rock used the proceeds of the loans to purchase 13% of Cross
Border Energy, Inc. and such will remain assets of Black Rock after
Black Rock's acquisition by Red Mountain.
A copy of Amendment #3 to Plan of Reorganization and Share Exchange Agreement is
attached hereto as Exhibit 10.5.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements.
(b) Exhibits. The following is a complete list of exhibits filed as part of
this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
(c) Exhibit Number Description
Exhibit 10.4 Amendment to Plan of Reorganization and Share
Exchange Agreement Dated June 17, 2011
Exhibit 10.5 Amendment #3 to Plan of Reorganization and
Share Exchange Agreement Dated June 17, 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
RED MOUNTAIN RESOURCES, INC.
By: /s/ Kenneth J. Koock
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Kenneth J. Koock, Chief Executive
Officer
Date: June 22, 2011
