UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2011 (October 26, 2011)
RED MOUNTAIN RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
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Florida
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000-54444
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27-1739487
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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| 2515 McKinney Avenue, Suite 900, Dallas, Texas | 75201 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(214) 871-0400
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, 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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Item 3.02
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Unregistered Sales of Equity Securities
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On October 26, 2011, Red Mountain Resources, Inc. (the “Company”) entered into stock purchase and sale agreements pursuant to which the Company acquired an aggregate of 1,377,193 shares of common stock of Cross Border Resources, Inc. in exchange for the issuance of 2,754,386 shares of the Company’s common stock. The Company now owns 23.1% of the outstanding shares of common stock of Cross Border Resources, Inc.
The issuances of the shares of the Company’s common stock described above were made on a private placement basis and were exempt pursuant to Section 4(2) of the Securities Act of 1933, as amended.
The Company has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock it issued to the sellers by December 1, 2011 and use its commercially reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable.
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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 hereunto duly authorized.
| Dated: October 31, 2011 | RED MOUNTAIN RESOURCES, INC. | ||
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By:
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/s/ Alan W. Barksdale
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Alan W. Barksdale
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Chief Executive Officer
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