8-K
VERDE BIO HOLDINGS, INC. (APHD)
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): May 3, 2022
VERDE BIO HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-54524 | 30-0678378 |
|---|---|---|
| (State or Other Jurisdiction <br>of Incorporation) | (Commission File Number) | (IRS Employer <br>Identification No.) |
5750 Genesis Court, Suite 220
Frisco, Texas 75034
(Address of Principal Executive Offices)
(972) 217-4080
(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)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 3, 2022, Verde Bio Holdings, Inc. (the “Company”) announced that it had entered into an agreement to acquire certain mineral and royalty interests (“Acquisition”) with a private seller whereby the Company agreed to purchase various mineral and oil and gas royalty interests in exchange for $3,200,000 in cash, (“Purchase Price”). The acquisition is scheduled to close on or before May 25, 2022 with the effective date of the acquisitions May 1, 2022.
A form of the Purchase Agreement is filed as Exhibit 10.1to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
Exhibits. The following exhibits are being filed herewith:
| Exhibit <br>Number | Description of Exhibits |
|---|---|
| 10.1 | Purchase and Sale Agreement |
| 99.1 | Press Release issued May 3, 2022 |
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, on the 9th day of May, 2022.
| VERDE BIO HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ Scott A. Cox | |
| Name: | Scott A. Cox | |
| Title: | Chief Executive Officer |
Exhibit 10.1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the “Agreement”) is made and entered into by and between Verde Bio Holdings, Inc. with an address of 5750 Genesis Ct. , Suite 220B, Frisco, Texas 75034 (hereinafter referred to as “Buyer”), and __________________________ with an address of _________________________________, (hereinafter referred to as “Seller”). Buyer and Seller are sometimes referred to below individually as a “Party” or collectively as the “Parties”; and WHEREAS, Seller owns or has the right to sell the mineral & royalty interests described on Exhibit “A” attached hereto and made a part hereof.
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, those certain interests in oil and gas leases that are defined and described as “Properties” hereinbelow, subject to and on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: Subject to the terms, conditions and provisions of this Agreement, Seller agrees to sell, assign and convey to Buyer an undivided 100 % of Seller’s right, title and interest in and to Seller’s oil, gas and other mineral rights in and to the Properties more specifically described on the attached Exhibit A (“the Properties”) including but not limited to oil royalty, gas royalty, overriding royalty interest, mineral interest and other similar interests which may be produced from said oil, gas and mineral leases and lands^1^.
Terms of this transaction are as follows:
The purchase price is $3,200,000.00 in cash, subject to adjustment due to revenue review and title review as mutually agreed upon by Buyer and Seller.
The closing shall occur on or before May 25, 2022, (the "Closing Date") Prior to the Closing Date Buyer will have the exclusive right to conduct its review of the Properties, including title. As a condition to the Transaction, Buyer must be fully satisfied, in its sole and absolute discretion, with the results of its due diligence investigation. Buyer’s sole remedy for any alleged breach of this agreement, including but not limited to failure of title to one or more of the Properties, shall be termination of this agreement. If additional title review is required by the terms of this Agreement, the Closing Date may be extended without amendment by not more than 14 days to accommodate delays attributable to title review.
^1^ The description of the Properties on Exhibit “A” is subject to change pending the Parties verification of title thereto.
Seller represents that as of the Closing Date, the Properties are free and clear of any and all known liens, mortgages and encumbrances created by Seller. All known mortgages, liens or encumbrances created by Seller which affect the Properties will either be released or paid-off by Seller on or before the Closing Date.
On the Closing Date, Seller shall execute and deliver to Buyer, and Buyer shall receive, one or more instruments of conveyance. Such Conveyance of Mineral and Royalty Interest may be hand delivered, or made by Certified U.S. mail or Federal Express (FedEx) to the Buyer.
Seller shall, upon the reasonable request of the Buyer, execute and deliver all deeds, transfer orders, division orders, letters-in-lieu, curative documents and such other documents as our reasonably necessary to carry out the purposes of this Agreement whether before or after the Closing Date. Seller shall also execute any other conveyance documents as required by Buyer, to the satisfaction of Buyer, or its assigns, in the performance of this Agreement and in order to close on the Properties by the Closing Date.
Buyer asserts that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended. Buyer is financially able to bear the economic risks of acquiring the Properties, including the risk of total investment loss and understands the illiquid nature of this asset class. Buyer is a sophisticated buyer and has such knowledge and experience in the purchase and sale of mineral and royalty interests so as to be capable of evaluating the merits and risks of and making an informed business decision with regard to the acquisition of said purchased interests.
The Effective Date of said transaction shall be Production Effective Date of May 1, 2022. Buyer shall be entitled to all revenue from production from the Properties occurring on or after the Effective Date.
Buyer reserves the option and right to assign this PSA to another Buyer controlled entity to fulfill the obligations and receive the benefits of this agreement with Seller.
Prior to the Closing Date or termination of this Agreement, Seller shall not offer the Property for sale to any person or entity, or accept or negotiate any offer to purchase by any person, entity, or other party.
All notices given by Buyer to Seller or by Seller to Buyer, shall be in writing and shall be deemed delivered when actually received, or, if earlier and whether or not actually received, (i) if delivered by courier or in person, when left with any person at the address reflected below, if addressed as set forth below, (ii) if by overnight courier service (such as, by way of example but not limitation, U.S. Express Mail or Federal Express) with instructions for delivery on the next business day, one (1) business day after having been deposited with such courier, addressed as reflected below, and (iii) if delivered by mail, three days after deposited in a Post Office or other depository under the care or custody of the United States Postal Service, enclosed in a wrapper with proper postage affixed (as a certified or registered item, return receipt requested). The addresses of the Parties are the address set out in this Agreement.
This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law principles. All disputes arising from or relating to this Agreement shall be adjudicated in a state district court sitting in Denton County, Texas, and each Party hereby consents to such court's jurisdiction and to such venue.
This Purchase and Sales Agreement and the rights, duties and obligations represented hereby shall be binding upon the seller hereto, their respective heirs, administrators, executors, representatives, successors and assigns.
ACCEPTED AND AGREED TO, this 3rd day of May, 2022
SELLER
______________________________
______________________________
Its:
BUYER
Verde Bio Holdings, Inc.
By: Scott A. Cox, CEO
Exhibit “A” Lands
Exhibit “A” attached to and made part of that certain Purchase and Sale Agreement for purchase of Overriding Royalty Interests dated May 3, 2022 by and between Verde Bio Holdings, Inc. (“Buyer”) and ____________________ (“Seller”).
End of Exhibit “A”
Exhibit “B” Well List
| Well Name | API Number | Operator | County |
|---|---|---|---|
| CV RA SU55;BAGLEY ETUX 30 001 | 17-031-23961-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU98;BEDSOLE 25 001 | 17-031-24443-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU97;VAGUE 36 001-ALT | 17-031-24477-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU102;DENISON 6 001 | 17-031-24430-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU97;CREECH 36 001-ALT | 17-031-24478-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;FUNSTON LAND INC 1 001 | 17-031-24558-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;MARAK PARTNERSHIP 1H 001-ALT | 17-031-25179-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU102;DENISON 6 H 001-ALT | 17-031-25849-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;FUNSTON LAND INC 1 H 001-ALT | 17-031-26012-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;EDWARDS 1 H 004-ALT | 17-031-26108-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;EDWARDS 1 H 003-ALT | 17-031-26107-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU55;SMITH 30&31-13-15HC 002-ALT | 17-031-26736-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU55;SHAW 30&31-13-15HC 002-ALT | 17-031-26739-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU55;SMITH 30&31-13-15HC 001-ALT | 17-031-26735-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU55;SHAW 30&31-13-15HC 001-ALT | 17-031-26738-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU56;MARTIN ETAL 31 001 | 17-031-23974-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU56;HEADRICK ETAL 31 001-ALT | 17-031-24249-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU55;DOROTHY WILCOX 30 001-ALT | 17-031-24213-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SU97;BURFORD 36 001 | 17-031-24355-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| HOSS RA SU34;HEADRICK 31 001-ALT | 17-031-24468-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;EDWARDS 1 H 002-ALT | 17-031-26106-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| CV RA SUX;EDWARDS 1 H 001-ALT | 17-031-26105-0000 | DIVERSIFIED PROD LLC | DE SOTO (LA) |
| HA RB SUJ;SPENCER 36-13-16 H 001 | 17-031-24550-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUL;FISHER 6-12-15 H 001 | 17-031-24628-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RA SUD;FUNSTON LAND INC 1 H 002 | 17-031-24809-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUI;SCHROEDER 25-13-16 H 001 | 17-031-25076-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUL;DENISON 6-7 HC 001-ALT | 17-031-26431-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUL;WEYERHAEUSER 6-7 HC 002-ALT | 17-031-26430-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUL;DENISON 6-7 HC 002-ALT | 17-031-26432-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUL;WEYERHAEUSER 6-7 HC 001-ALT | 17-031-26429-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| TMSN 30&31&6-13-15 HC 001 | 17-031-26576-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HDRK 31&6-13-15 HC #2-ALT | 17-031-26605-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| TMSN 30&31&6-13-15 HC 002 | 17-031-26577-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HDRK 31&6-13-15 HC #1-ALT | 17-031-26604-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUO;HDRK31&30&19-13-15HC 002-ALT | 17-031-26811-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUO;HDRK31&30&19-13-15HC 001-ALT | 17-031-26810-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RB SUO;HDRK31&30&19-13-15HC 003-ALT | 17-031-26812-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RA SUD;MRK 1&36&25-12-16 HC 002-ALT | 17-031-26922-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
|---|---|---|---|
| HA RA SUD;EDWARDS 1&12-12-16HC 001-ALT | 17-031-26914-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RA SUD;MRK 1&36&25-12-16 HC 003-ALT | 17-031-26923-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RA SUD;MRK 1&36&25-12-16 HC 001-ALT | 17-031-26921-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HA RA SUD;EDWARDS 1&12-12-16HC 002-ALT | 17-031-26915-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| HDRK 31&6-13-15 HC #3-ALT | 17-031-26606-0000 | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 13N-16W-36/25 CV LOC 01 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 12N-16W-01/12 HA LOC 01 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 12N-15W-06/07 CV LOC 01 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 13N-16W-36/25 HA LOC 01 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 13N-16W-36/25 CV LOC 02 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 12N-16W-01/12 HA LOC 02 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
| 12N-15W-06/07 CV LOC 02 | N/A | SOUTHWESTERN PROD CO | DE SOTO (LA) |
End of Exhibit “B”
All information above to be verified in Due Diligence and is subject to change.
Exhibit 99.1
Verde Bio Holdings, Inc. Announces Acquisition of Haynesvil l e Shale Mineral and Royalty Interest
Verde’s 19^th^Acquisition Includes Revenue Producing Natural Gas Interests in Desoto Parish, Louisiana
FRISCO, TEXAS, May 3, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Verde Bio Holdings, Inc. (OTCQB: VBHI), a growing oil and gas Company, today announced that it has entered into an agreement to acquire revenue producing mineral and royalty interests in the prolific Haynesville Shale of Northern Louisiana, held by a private seller for a purchase price of $3.2 million in cash. The Company continues to build a diversified, revenue producing portfolio of high-quality assets. Today’s announcement marks the nineteenth acquisition by Verde to date.
The interest acquired by Verde currently produces approximately $70,000 per month in revenue and Verde is entitled to the cash flow from production attributable to the acquisition beginning on or after May 1, 2021.
The interest being acquired covers approximately 5,760 gross acres in Desoto Parish, LA and is operated by E&P leader, Southwestern Energy and Diversified Energy. Currently, there are 31 wells producing from the Haynesville and Cotton Valley formations and another 13 inactive wells, which will likely be reworked and brought online in the near future, along with an excellent outlook for more wells on the acreage given Southwestern’s aggressive drilling schedule and well performance in the immediate area of the acreage being acquired.
Scott Cox, CEO of Verde, said, “We are excited about the interests being acquired through this acquisition. Deals like this with large well count and gross acreage exposure are difficult to find at fair prices. This is a great natural gas addition to our portfolio and we are proud to have built a Company which is creative and flexible enough to take advantage of these deals when they become available.”
Mr. Cox added: “We have great confidence in these assets, as well as the Haynesville and we look forward to jointly benefiting as they continue to operate and develop the resource. Southwestern and Diversified are highly reputable, active and well-funded operators and we are very pleased that this is one of their core areas. We have high expectations for this property and its future.”
“Acquisitions like this continue to confirm our growth plan of acquiring diversified minerals and royalties and building a strong portfolio while taking advantage of the historic buyer’s market in the industry currently. We remain focused on executing our business plan and creating long-term value for our shareholders. Through our balanced approach of capital raising and acquisitions, we are building a highly diversified portfolio of revenue producing interests and look forward to continuing to build on these through future strategic acquisitions,” Mr. Cox concluded.
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTCQB: VBHI), is a growing U.S. Energy Company based in Frisco, Texas, engaged in the acquisition and development of high-growth mineral rights and select non-operated working interests in premier US basins. Verde currently owns producing mineral, royalty and over-riding royalty interests in the DJ Basin of Colorado and Wyoming, the Haynesville Shale of Louisiana, the Anadarko Basin of Oklahoma, the Delaware and Permian Basin of Texas and the Marcellus and Utica shales in West Virginia. The Company is focused on providing strong shareholder returns through asset growth generated by our acquisitions of revenue producing assets. For more information, go to: www.verdebh.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve a high degree of risk and uncertainty, are predictions only and actual events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company’s products and services, the ability to complete software development plans in a timely manner, changes in relationships with third parties, product mix sold by the Company and other factors described in the Company’s most recent periodic filings with the Securities and Exchange Commission, including its 2019 Annual Report on Form 10-K and quarterly reports on Form 10-Q.
Contact:
Kirin Smith, PCG Advisory, Inc.
ksmith@pcgadvisory.com