Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE: AMAZING ENERGY CLOSES FINANCING AND ANNOUNCES ACQUISITION OF MISS - Amazing Energy Oil & Gas, Co. | exhibit_99-1.htm |
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)
February 6, 2020
AMAZING ENERGY OIL AND GAS, CO.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
000-52392
(Commission File No.)
5700 W. Plano Pkwy, Suite 3600
Plano, Texas 75093
(Address of principal executive offices and Zip Code)
(855) 448-1922
(Registrant’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 registrant
under any of the following provisions (see General Instruction A.2.
below):
|
☐
|
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))
|
-1-
Item 1.01 Entry into a Material Definitive Agreement
On
February 6, 2020 Amazing Energy Oil and Gas, Co.
(“Amazing” or the “Company”), for itself
and on behalf of its subsidiaries, entered into a settlement
agreement with Jed and Lesa Meisner (the “Meisners”)
and their affiliated companies, related to several matters among
the parties (the “Settlement”).
As a
part of the settlement, Amazing will pay the Meisners and their
affiliated companies the total sum of one million eight hundred
thousand and no/100 dollars ($1,800,000.00) in two payments. The
first payment, in the amount of one hundred seventy-five thousand
and no/100 dollars ($175,000.00) was made on February 7, 2020. The
second payment, in the amount of one million six hundred
twenty-five thousand and no/100 dollars ($1,625,000.00) is due no
later than February 21, 2020. The Meisners will also obtain title,
from the Company, to a 2014 Ford Truck. The Company will also
provide Jed Meisner with standard indemnities typically afforded
departing officers and directors.
In
exchange for the above, the Meisners, and their affiliated
companies, will relinquish, to the Company: (1) all right title and
interest in and to three (3) promissory notes, with combined
principal balances totaling five million nine hundred thousand and
no/100 dollars ($5,900,000.00) which are secured by deeds of trusts
encumbering the Company’s leaseholds in Pecos County, Texas;
(2) a total of fourteen million six hundred six thousand, six
hundred forty nine (14,606,649) shares of the Company’s
Common Stock held by them collectively; (3) all right, title and
interest in and to any non-operating working interests in certain
oil and gas wells currently operated by Jilpetco, Inc. (a
wholly-owned subsidiary of the Company) on behalf of Petro Pro,
Ltd. (a Meisner affiliated company). Furthermore, the Meisners, and
their affiliated companies, will also forgo any options, warrants
and rights to contingent earnings held by any of them.
Lastly,
the Company, for itself and on behalf of its related entities, will
release any and all potential claims they may have against the
Meisners and their affiliated companies; and the Meisners, and
their affiliated companies, will release any and all potential
claims they may have against the Company and its related
entities.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
February 6, 2020, as a part of the Settlement, Jed Meisner resigned
as a member of the Board of Directors of the Company. Mr.
Meisner’s resignation is effective immediately.
Mr.
Meisner has been provided with a copy of the disclosures made
herein and is afforded the opportunity to provide the Company with
written notice of any disagreements he has with respect to these
disclosures. Any written notice the Company receives from Mr.
Meisner, which disagrees with the disclosures made herein, will be
filed as an exhibit to an amendment to this 8-K.
Section
7.01 Regulation FD Disclosure.
On
February 10, 2020 the Company issued a Press Release regarding the
departure of Mr. Meisner. A copy of the Press Release is attached
hereto as Exhibit 99.1.
|
Exhibit No.
|
Document Description
|
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.
Dated
this 10th
day of February, 2020.
|
|
AMAZING ENERGY OIL AND GAS, CO.
|
|
|
|
|
|
|
|
|
|
|
|
BY:
|
/s/
Will McAndrew III
|
|
|
|
Will
McAndrew III, CEO
|
-2-