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 Report: April 29, 2015
T-REX OIL, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-51425 98-0422451
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
520 ZANG STEET, SUITE 250, BROOMFIELD, CO 80021
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(Address of Principal Executive Offices) (Zip Code)
(720)502-4483
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Registrant's telephone number, including area code
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(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:
[ ] 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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
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On April 26, 2015, T-Rex Oil, Inc. ("the Company") issued a Subscription
Agreement for the purchase of shares of its restricted common stock pursuant to
Regulation S. The Company, in exchange for $6,020,000 will issue 2,800,000
shares of its restricted common stock. The Company intends to use such funds to
support ongoing operations and acquisition efforts.
The funds are to be received in trauches of $250,000 with all funds to be
delivered to the Company by June 30, 2015.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
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PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On April 29, 2015, the Company made a press release announcing the receipt of
the Subscription Agreement. The text of the press release is attached hereto as
Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(D) 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.
EXHIBIT NO. DESCRIPTION
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4.1 Subscription Agreement, dated April 26, 2015
99.1 Press Release, dated April 29, 2015
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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, hereunto duly authorized.
T-REX OIL, INC.
By: /s/ Don Walford
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Don Walford, Chief Executive Officer
Date: April 29, 2015
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