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 ): February 25, 2021
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<br>File Number) | (IRS Employer<br>Identification No.) |
5 Cowboys Way, Suite 300 Frisco, Texas 75034
(Address of Principal Executive Offices)
( 972 ) 21 7 - 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):
| 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 1.01 Entry into a Material Definitive Agreements. Purchase and Sale Agreement
On February 25, 2021, Verde Bio Holdings, Inc. (the “Company”) announced that it had entered into a Purchase and Sale Agreement (“Purchase Agreement”) with a private seller, whereby the Company agreed to purchase, various mineral and oil and gas royalty interests in exchange for $150,000 in cash, subject to purchase price adjustments (“Purchase Price”). The acquisition is expected to close on or before March 5, 2021 with the effective date of the acquisition February 1, 2021.
A form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
Exhibits. The following exhibits are being filed herewith:
| Exhibit Number<br><br><br><br><br><br>10.1<br><br><br><br><br><br>99.1 | Description of Exhibits<br><br><br><br><br><br>Purchase and Sale Agreement<br><br><br><br><br><br>Press Release issuedFebruary 25, 2021 |
|---|
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 2nd day of March, 2021.
| 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 betweenVerde Bio Holdings, Inc. with an address of 5 Cowboys Way, Suite 300, 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 $150,000 in cash, subject to certain price adjustments.
The closing shall occur on or before March 5, 2021, (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. Payment for purchase of the Properties shall be made by stock certificate payable to seller within 3 days of the Closing Date. 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 February 1, 2021. 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 25th day of February, 2021
SELLER
______________________________
______________________________
Its: Managing Member
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 mineral and royalty interests dated February 25, 2021 by and between Verde Bio Holdings, Inc. (“Buyer”) and ________________________ (“Seller”).
An undivided 100% of all of Seller’s right, title, and interest in the following:
Mineral Interest located in Desoto and Sabine Parish, LA
Mineral Interest located in Ohio County, WV
To be further defined by Seller at closing
It is the intention to convey an undivided 100% interest in the interests described above. This list is not intended to be final and is subject to change. Legal Descriptions and exact interests will be identified in Due Diligence.
Exhibit 99.1
Verde Bio Holdings, Inc. Announces Acquisition of Mineral and Royalty Interests
--Acquisition Includes Revenue Producing Royalty Interests in the Haynesville Shale and Marcellus Shale--
FRISCO, TEXAS, Feb. 25, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Verde Bio Holdings, Inc. (OTC: VBHI), a growing oil and gas Company, today announced that it has agreed to acquire revenue producing mineral and royalty interests held by a private seller for a purchase price of $150,000, in cash, subject to purchase price adjustments. Revenue amounts will be confirmed in due diligence. Closing of the interests is scheduled on or before March 5, 2021. Verde is entitled to the cash flow from production attributable to the acquisition beginning on or after February 1, 2021.
Scott Cox, Director and Chief Executive Officer of Verde Bio Holdings, said, "This is an outstanding acquisition and addition to our portfolio of high-quality, revenue producing properties. These properties add significant revenue to our portfolio through a good, balanced mix of oil and gas and provide long-lived, steady production.
“Deals like this continue to confirm and highlight our business plan of acquiring diversified mineral and royalty portfolios with the downturn of oil and gas prices,” Mr. Cox stressed. “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 have begun to build a highly diversified portfolio of revenue producing interests and look forward to continuing to build on these through future strategic acquisitions.”
Acquisition Highlights:
Haynesville Shale highlights:
o Natural Gas rich Haynesville Shale Mineral Interest in Desoto and Sabine Parish, Louisiana County, Texas operated by Indigo Natural Resources.
o Six wells currently in production across the acquired acreage producing approximately $2,200 per month in revenue.
Marcellus Shale highlights:
o Natural Gas rich Marcellus Shale Mineral Interests in Ohio County, West Virginia, operated by Southwestern Energy.
o Three wells currently producing across the acquired acreage producing approximately $1,500 per month in revenue.
Mr. Cox continued: “We are excited about acquiring these interests as they add a balance of Natural Gas to our portfolio. We are optimistic about the future development of these assets for many years to come. With acquisitions such as these, we believe strongly in the future success of Verde Bio Holdings as a leading consolidator in the highly fragmented minerals market."
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTC: VBHI), is a growing U.S. Energy Company based in Frisco, Texas, engaged in the acquisition of Mineral and Royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests.
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 2018 Annual Report on Form 10-K and quarterly reports on Form 10-Q.
Contact:
Paul Knopick E & E Communications
pknopick@eandecommunications.com
940.262.3584
