8-K - CRCE - Equibles

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 5, 2025

Circle Energy, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	000-56587	87-4125972
(State or other Jurisdiction of	(Commission File Number)	(IRS Employer I.D. No.)
Incorporation or organization)

8211 E Regal Place

Tulsa, OK

74133

Phone: (918) 994-0693

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

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 l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2)
☐	Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01 Entry into a Material Definitive Agreement

On May 5, 2025, Circle Energy, Inc. (the “Company”) entered into a Farmout Agreement and Conditional Lease Assignment (the “Farmout Agreement”) dated effective May 16, 2025, with Boa Vista, LLC, a New Mexico limited liability company (“Boa Vista”). Furthermore, in conjunction with the Farmout Agreement, on May 5, 2025, the Company and Boa Vista entered into a Joint Venture Agreement (the “JV Agreement”) (the Farmout Agreement and the JV Agreement, together, the “New Agreements”).

The Company had previously entered into a farmout agreement and conditional lease assignment and a joint venture agreement on or about May 16, 2022 (the “Previous Agreements”) with Aspen Energy Partners, LTD (“Aspen”). Recently Aspen transferred their ownership rights in the Previous Agreements to Boa Vista. As a result of that transfer, the Company and Boa Vista entered into the New Agreements. The New Agreements are on the same terms as the Previous Agreements. Consideration paid by the Company for the New Agreements consisted of $5,000.00 up front with a spudding payment of $30,000.00 due upon commencement of drilling the first well.

Under the terms of the Farmout Agreement the Company still has a 75% working interests, and 55.5% net revenue interest, in the C.W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. Boa Vista holds the remaining 25% working interest and a 18.5% net revenue interest. The Company is required to drill at least two wells, one on each 40-acre farmout tract, within three years or the rights under the lease to any undrilled tract or tracts will automatically revert to Boa Vista.

Under the terms of the JV Agreement, the Company and Boa Vista intend to mutually develop an area of mutual interest near the current lease. This area of mutual interest consists of approximately 880 acres including and adjoining the acquired acreage. If the parties are successful in acquiring the additional acreage, the parties would jointly own mineral rights in the same percentage of ownership as the current lease (75% the Company, 25% Boa Vista). The parties intend that the joint venture would use AAPL 610-19819 or AAPL 610-2015 or similar operating agreement to structure to joint venture. The liabilities of the parties would be severed and not joint, and each party would be responsible only for its share of the costs and liabilities incurred under the operating agreement.

Item 9.01 Financial Statements and Exhibits

The following exhibits are furnished with this report:

Exhibit No.		Description
10.1	Farmout Agreement and Conditional Lease Assignment dated May 5, 2025
10.2	Joint Venture Agreement dated May 5, 2025 \[confidential information has been redacted\]

SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Circle Energy, Inc.
By /s/ William R. Broaddrick	May 14, 2025
William R. Broaddrick	Date
Its: Chief Financial Officer

FARMOUT AGREEMENT

AND CONDITIONAL LEASE ASSIGNMENT

EFFECTIVE DATE OF ASSIGNMENT: May 16, 2025

DATE EXECUTED: May 5, 2025

IN CONSIDERATION of the sum of One and no/100 Dollars ($1.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Boa Vista, LLC, a New Mexico Limited Liability Company, of 857 Post Road #145, Fairfield, CT 06824, herein called Farmor, does hereby assign, transfer, sell and convey unto Circle Energy, Inc., a Nevada Corporation, of 8211 E. Regal Place,Tulsa, Ok 74133, herein called Farmee, 75% working interest and 55.5% net revenue into under existing oil and gas leases as to the Oil, Gas, other hydrocarbons, and all other minerals produced, saved and sold, from the lands set out in and covered by the Oil and Gas Leases as to the lands described below:

Quit Claim Deed dated effective July 1, 2016 by and between David Lee Wetzel, as Grantor, and Aspen Energy Partners, Ltd., as Grantee, recorded under Record Number 16-3471 of the Official Public Records of Andrews County, Texas.

Quit Claim Deed dated effective July 1, 2016 by and between Harvey Eugene Wetzel, as Grantor, and Aspen Energy Partners, Ltd., as Grantee, recorded under Record Number 16-2710 of the Official Public Records of Andrews County, Texas.

Quit Claim Deed dated effective July 1, 2016 by and between James Wayne Wetzel, as Grantor, and Aspen Energy Partners, Ltd., as Grantee, recorded under Record Number 16-2883 of the Official Public Records of Andrews County, Texas.

Quit Claim Deed dated effective July 1, 2016 by and between Judy Carol Brown, as Grantor, and Aspen Energy Partners, Ltd., as Grantee, recorded under Record Number 16-2709 of the Official Public Records of Andrews County, Texas.

The term of this farmout will be for 3 years with a well drilled on each 40-acre farmout (SW SE and SE SE Section 20) to hold all conveyed farmout rights in each 40-acre part of the lease. Development of both 40s (total of two wells) within the 3-year term allows the 80 acre lease to be treated as one lease (i.e. can drill on lease line or nearby between the two 40s, etc.). This agreement covers all depths farmor has, which is from surface to 7,300 feet.

Should Farmee fail to timely commence or fail to drill and develop each 40-acre farmout tract then all rights on each undrilled tract or tracts automatically revert back to Boa Vista, LLC.

The intent of this document is for Boa Vista, LLC to have a 25% working interest and 18.5% net revenue as part of a joint venture with Circle Energy, Inc. with an agreeable operating agreement that also covers a mutual area of interest.

Should title fail or be less than agreed to in this document Boa Vista, LLC will return all funds tendered by Circle Energy, Inc. with no additional penalties or liabilities.

This farmout agreement and conditional lease assignment may be executed in one or more counterparts with the same effect as if all the signatures on such counterparts appeared one document. All executed counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF,

FARMOR

Boa Vista, LLC, a New Mexico Limited Liability Company

By:
Name:	RM Merolla
Title:	Manager, Boa Vista, LLC

(Acknowledgement)

State of _______________________

County of ____________________

On this ________ of May in the year 2025 before me, a Notary Public in and for said state, personally appeared __________________________________ known to me to be the person described in or has produced a driver’s license as identification and who executed the within instrument, and acknowledged to me that ____________________________________ executed this free and voluntary act for the purposes therein stated on behalf of Boa Vista, LLC.

My Commission Expires:

_____________________________ _____________________________

Notary Public

FARMEE

Circle Energy, Inc., a Nevada Corporation

By:
Name:	William R. Broaddrick
Title:	CFO

(Acknowledgement)

State of _______________________

County of ____________________

My Commission Expires:

_____________________________ _____________________________

Notary Public

____________________________________________________________________________________________________________

[Material indicated with brackets has been omitted from this document pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is deemed not to be material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that the information has been redacted.]

NORTHEAST FULLERTON JOINT VENTURE AGREEMENT

THIS NORTHEAST FULLERTON JOINT VENTURE AGREEMENT, is made and entered into by and between Boa Vista, LLC (“Boa Vista”), a New Mexico Limited Liability Company, and Circle Energy, Inc. (“Circle”), a Nevada Corporation.

The Northeast Fullerton Joint Venture consists of 25% Boa Vista-75% Circle in an approximately 880-acre Area of Mutual Interest as shown on the attached map and described as follows:

a) [***], Andrews County, Texas.

b) [***], Andrews County, Texas.

c) [***], Andrews County, Texas.

The [***] Lease, [***], is part of this Northeast Fullerton Join Venture Agreement.

Boa Vista and Circle intend to use AAPL 610-1989 or AAPL 610-2015 or similar operating agreement for the Northeast Fullerton Joint Venture.

The liabilities of the parties shall be severed and not joint or collective, and each party shall be responsible only for its share of the costs and liabilities incurred as provided herein or in the signed operating agreement.

All notices required by this Agreement, unless otherwise specifically provided, shall be given in writing by mail, telegraph, or express, postage or charges prepaid and addressed as follows:

Circle Energy, Inc.Boa Vista, LLC

8211 E. Regal Place857 Post Road #145

Tulsa, OK 74133Fairfield, CT 06824

918-994-0693239-860-7000

This joint venture agreement may be executed in one or more counterparts with the same effect as if all the signatures on such counterparts appeared one document. All executed counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF,

Boa Vista, LLC, a New Mexico Limited Liability Company

By:
Name:	RM Merolla
Title:	Manager

(Acknowledgement)

State of _______________________

County of ____________________

On this ________ of May in the year 2025 before me, a Notary Public in and for said state, personally appeared __________________________________ known to me to be the person described in or has produced a driver’s license as identification and who executed the within instrument, and acknowledged to me that ____________________________ executed this free and voluntary act for the purposes therein stated on behalf of Boa Vista, LLC.

My Commission Expires:

_____________________________ _____________________________

Notary Public

______________________________

Circle Energy, Inc., a Nevada Corporation,

By:
Name:	William R. Broaddrick
Title:	CFO

(Corporate Acknowledgement)

State of _______________________

County of ____________________

On this ________ of May in the year 2025 before me, a Notary Public in and for said state, personally appeared __________________________________ known to me to be the person described in or has produced a driver’s license as identification and who executed the within instrument, and acknowledged to me that ______________________________________ executed this free and voluntary act for the purposes therein stated on behalf of Circle Energy, Inc.

My Commission Expires:

_____________________________ _____________________________

Notary Public