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 Report (Date of earliest event reported): November 4, 2011 (November 1, 2011)
RED MOUNTAIN RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
|
Florida
|
000-54444
|
27-1739487
|
|
(State or Other Jurisdiction
|
(Commission
|
(IRS Employer
|
|
of Incorporation)
|
File Number)
|
Identification No.)
|
|
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))
|
|
Item 3.02
|
Unregistered Sales of Equity Securities
|
On November 1, 2011, Red Mountain Resources, Inc. (the “Company”) entered into a stock purchase and sale agreement pursuant to which the Company acquired an aggregate of 637,272 shares of common stock of Cross Border Resources, Inc. (“Cross Border”) in exchange for the issuance of 1,274,544 shares of the Company’s common stock. The Company now owns 27.1% of the outstanding shares of common stock of Cross Border.
The issuance of the shares of the Company’s common stock described above was made on a private placement basis and was exempt pursuant to Section 4(2) of the Securities Act of 1933, as amended.
The Company intends to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock it sold in its $25 million private placement and has agreed to include the shares of the Company’s stock issued to the seller of the Cross Border shares on such registration statement.
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: November 3, 2011 | RED MOUNTAIN RESOURCES, INC. | ||
|
|
By:
|
/s/ Alan W. Barksdale | |
| Alan W. Barksdale | |||
| Chief Executive Officer | |||