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EX-10.1 - ASSET PURCHASE AGREEMENT WITH SELLERS, DATED AS OF AUGUST 9, 2011 - Sow Good Inc.ex10_1.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  August 9, 2011


ANTE5, INC.
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of incorporation)



000-53952
27-2345075
(Commission File Number)
(I.R.S. Employer Identification No.)

10275 Wayzata Boulevard, Suite 310, Minnetonka, Minnesota
55305
(Address of principal executive offices)
(Zip Code)

(952) 426-1241
(Registrant’s telephone number, including area code)

 
(Former name, former address and former fiscal year, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
   
o
Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
   
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 


 
 

 
 
SECTION 1.  REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01.  Entry into a Material Definitive Agreement.

On August 9, 2011, Ante5, Inc., a Delaware corporation (the “Company”) entered into an asset purchase agreement (“Harris-Furlong 6”) with Twin City Technical, LLC, a North Dakota limited liability company, and Irish Oil and Gas, Inc., a Nevada corporation (collectively, the “Sellers”), dated August 9, 2011, to acquire all of the Sellers’ right, title and interest in and to those certain oil and gas mineral leases comprising approximately 636 net acres of undeveloped oil and gas properties located in Mountrail, Williams, Dunn, and Billings Counties, North Dakota, in consideration for a total of $1,413,658.62 of cash, payable in full at the closing,.  The closing of the purchase and sale of the assets is expected to occur upon the satisfaction or waiver of the conditions set forth in Harris-Furlong 6, but no later than September 10, 2011, unless the Sellers and the Company mutually agree in writing to extend the closing date.  The Sellers are already shareholders of the Company by virtue of prior sales of mineral leases by them to the Company as reported in our reports on Form 8-K filed with the Securities and Exchange Commission dated November 12, 2010, March 1, 2011, March 16, 2011, and May 4, 2011.  A copy of Harris-Furlong 6 is attached to this Report as Exhibit 10.1.



SECTION 9.  FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

(d)           Exhibits

 
10.1.
Asset Purchase Agreement with Sellers, dated as of August 9, 2011.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANTE5, INC.
(Registrant)

Date:  August 11, 2011
   
  /s/  Bradley Berman, Chief Executive Officer  
 
     Bradley Berman, Chief Executive Officer