Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Matrixx Resource Holdings, Inc. Form 8-K HTML 39K
2: EX-2.2 Hazard Agreement Between Registrant and Overseas HTML 83K
Investment Banking Alliance, S.A., Dated
October 13, 2005.
3: EX-2.3 Letter Agreement Between Registrant and Sterling HTML 18K
Grant Capital Inc. Dated November 15,
2005
4: EX-3.1 Amendment to Certificate of Incorporation, Dated HTML 8K
June 26, 2006.
(Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
23852
Pacific Coast Hwy, #167, Malibu, CA 90265
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(310)
456-3199
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 Agreement.
A.
Hazard
Agreement
On
July14, 2006, the Registrant, a Delaware corporation (“Registrant” or the
“Company”), completed the acquisition of the Hazard Lake Property (“Hazard
Property”) from Overseas Investment Banking Alliance, S.A., a Panamanian
corporation (“Overseas”). Pursuant to the terms of the Purchase Agreement dated
October 13, 2005 (the “Hazard Agreement”), the Company purchased a 98% aggregate
interest, representing 100% of Overseas’ interest, in the Hazard Property in
exchange for an aggregate purchase price of $397,000.
Of
the
aggregate purchase price of $397,000, $197,000 is to be paid in cash (of which
$67,000 has been paid to date), with the balance represented by a note for
$130,000, payable in annual installments as follows: $25,000 on March 15, 2006,
$30,000 on March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March15,2009. As the transaction was not yet fully executed, Overseas extended the
March15, 2006 payment date to coincide with the closing of the acquisition. The
installment of $25,000 was due on July 14, 2006, and was paid concurrent with
the closing of the transaction. The Company has also issued 2,000,000 shares
of
Common Stock to Overseas. These shares were delivered from the 12,500,000 shares
issued to GarcyCo Capital Corp. (“GCCC”) in December 2004, pursuant to the terms
of the Agreement and Plan of Reorganization with GCCC (the “GCCC Agreement”),
The GCCC Agreement provided that the 12,500,000 shares of Vinoble's common
stock
would be used for the purposes of acquiring other businesses and assets as
identified by GCCC and Vinoble. GCCC has two years to meet all of the
obligations under the Agreement. Should GCCC fail to meet any or all of its
commitments, then GCCC shall be required to forfeit the pro-rata balance of
the
12,500,000 shares.
B.
Letter
Agreement with Sterling Grant Capital
Inc.
On
July14, 2006, the Registrant also completed the acquisition of a 5% minority
interest in an oil prospect property from Sterling Grant Capital Inc.
(formerly Sun Oil and Gas Corp.), a Nevada corporation located in Baton Rouge,
Louisiana (“Sterling”). The property is the Clovelly Prospect’s Allain-Lebreton
No. 2 well (“Clovelly”) which is located in southeast Louisiana in the Lafourche
Parish. The Letter Agreement with Sterling called for an aggregate purchase
price of $115,000, of which $15,000 was been paid in cash and the balance of
$100,000 was paid on January 30, 2006, by the issuance of 2,000,000 shares
of
Common Stock from the 12,500,000 GCCC escrowed shares described above. Vinoble
has agreed to register the shares at a later date.
The
terms
of the Letter Agreement further obligate the Company to pay approximately
$288,150 for the right and obligation to participate in the first test well
drilled (“Initial Test Well”) on the Clovelly Prospect up to the “Casing Point”
and Sterling agrees to transfer, assign and set over to the Company, its
successors and assigns, an undivided 5% of all rights, title, and interests
in
and to all oil, gas and mineral leases, farm-out agreements or other contracts
arising out of the production from the Initial Test Well within the boundaries
of the Clovelly Prospect.
The
Company has retained Sterling as a consultant to advise on development
requirements for potential discovery, as well as to make recommendations as
to
other potential oil and gas property acquisitions. The Company may elect, but
is
not obligated, to participate in the development of other wells located at
the
Clovelly Prospect at additional cost.
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
set
forth in Item 1.01 above, on July 14, 2006, the Registrant completed the
acquisition of the Hazard Property from Overseas. Pursuant to the terms of
the
Hazard Agreement dated October 13, 2005, the Company purchased a 98% aggregate
interest, representing 100% of Overseas’ interest, in the Hazard Property. See
Item 1.01 for more information.
Of
the
aggregate purchase price of $397,000, $197,000 is to be paid in cash (of which
$67,000 has been paid to date), with the balance represented by a note for
$130,000, payable in annual installments as follows: $25,000 on March 15, 2006,
$30,000 on March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March15,2009. As the transaction was not yet fully executed, Overseas extended the
March15, 2006 payment date to coincide with the closing of the acquisition. The
installment of $25,000 was due on July 14, 2006, and was paid concurrent with
the closing of the transaction. The Company has also issued 2,000,000 shares
of
Common Stock to Overseas. These shares were delivered from the 12,500,000 shares
issued toGCCC in December 2004, pursuant to the terms of the GCCC Agreement,
The
shares issued to Overseas were valued in the Hazard Agreement at $200,000,
or
$0.10 per share, based on the then current market price on the date of the
Hazard Agreement. However, the 12,500,000 escrowed shares were valued at $0.40
per share when issued to GCCC. Therefore the Company is required to value the
2,000,000 shares transferred to Overseas at $0.40 per share for an aggregate
value of $800,000, thus making the total purchase price to the Company $997,000.
It is possible that in the future the Company will be required to recognize
an
impairment in the value of the Hazard Lake Property.
The
Hazard Lake Property lies within the Archean Birch-Uchi Greenstone Belt of
the
western Uchi Subprovince of NW Ontario, in an area known as the Red Lake Mining
District. The Red Lake district is a well known mining camp based on Archean
greenstone rocks which contains Placer Dome's old Campbell mine and Goldcorp's
Red Lake mine which is described as the lowest cost, highest grade mine in
the
world. The property consists of three unpatented claims, all of which are in
good standing, with an aggregate area of approximately 355 hectares.
As
also
set forth in Item 1.01 above, on July 14, 2006, the Company also completed
the
acquisition of a 5% minority interest in Clovelly, an oil prospect
property, from Sterling. . See Item 1.01 for more information.
The
Letter Agreement with Sterling called for an aggregate purchase price of
$115,000, of which $15,000 was paid in cash and the balance of $100,000 by
the
issuance of 2,000,000 shares of common stock from the escrowed shares owned
by
GCCC. Vinoble has agreed to be register the shares at a later date. The shares
issued to Sterling were valued at $100,000, or $0.05 per share, based on the
then current market price of the shares on the date of the Letter Agreement.
However, the 12,500,000 escrowed shares were valued at $0.40 per share when
issued to GCCC and, therefore, the Company is required to value the 2,000,000
shares transferred to Sterling at $0.40 per share for an aggregate value of
$800,000. It is possible that in the future the Company will be required to
recognize an impairment in the value of its interest in the Clovelly investment.
The
Clovelly Prospect is a late piercement salt dome that traps hydrocarbon from
late to middle Miocene time. Since its discovery, the field has produced in
excess of 30 MMBO (million barrels of oil) and 200 BCFG (billion cubic feet
of
gas). Reservoirs typically exhibit moderate water drives and benefit from water
and/or gas injection. The eastern flank of the field has been redeveloped with
additional drilling and water injection. Clovelly was scheduled to go into
production in December 2005 with a proposed target to test the “M” sand at a
depth of approximately 13,500 feet with a prospective size of 3.6 million
barrels of oil. However, further geophysical review of a 3-D Seismic survey
of
the property has indicated greater potential for development at a deeper target
horizon. The additional drilling target will test the “P” Sand at approximately
14,200 feet and, if successful, could significantly increase the reserves in
the
well for a nominal increase in the dry hole cost. The operator of the property,
the Company and the partners have agreed upon and contracted on a turnkey basis
with Grey Wolf Drilling Company to utilize its Rig No. 611 for drilling and
with
Halliburton to provide and set casings. As of the date of this filing drilling
has been completed to over 11,000 feet. A discovery would lead to the drilling
of several development wells on the 1,260 acre property where facilities for
the
production of the well are available.
The
Company has retained Sterling as a consultant to advise on development
requirements for potential discovery, as well as to make recommendations as
to
other potential oil and gas property acquisitions. The Company may elect, but
is
not obligated, to participate in the development of other wells located at
the
Clovelly Prospect at additional cost.
For
additional information regarding Vinoble, which is a “shell company” as defined
in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, please
see
Vinoble’s Quarterly Reports on Form 10-QSB for the quarterly periods ended
September 30, 2005, December 31, 2005 and March 31, 2006, as filed with the
Securities and Exchange Commission.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
As
stated
above in Items 1.01 and 2.01, herein incorporated by reference, the Hazard
Agreement obligates the Company to pay Overseas a total purchase price of
$397,000, including a note payable for $130,000, for a 98% interest in the
mineral rights and claims on the Hazard Property. The Company has paid $67,000
in cash, $200,000 in common stock to be registered at a later date, and the
first installment of $25,000 on the note payable. The balance on the note
payable of $105,000 is owed to Overseas in installments as follows: $30,000
on
March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15, 2009.
A
budget
for the exploration program of the Hazard Property has been professionally
prepared. It is estimated that $110,000 will be required for the compilation
of
old exploration data in order to properly define the next drill targets and
for
the cost of diamond drilling to 700 meters. This is not an obligation and there
are no impending timelines on this cost.
As
further state above, in Items 1.01 and 2.01, the Letter Agreement with Sterling
calls for an aggregate purchase price of $115,000 as a one -time participation
fee for the right and obligation of a 5% participation in the Initial Test
Well
on the Clovelly Prospect. The dry hole costs associated with the Initial Test
Well to test the “M” and “P” Sands at depths of approximately 13,500 feet and
14,200 feet, respectively, is approximately $4,049,000, of which the Company’s
obligation is $202,450. This
obligation represents approximately 5% of the costs associated with drilling
the
Initial Test Well, therefore, allowing the Company to hold a 5% interest in
the
proceeds from the well. To date the Company has paid $118,000 with the balance
of $84,450 due prior to the completion of the drilling of the Initial Test
Well.
If
after
completion of the drilling of the Initial Test Well on the Clovelly Prospect
proves that the Initial Test Well is a well capable of producing oil or gas
in
commercial quantities, the Company may elect, but is not obligated, to develop
the rest of the Clovelly Prospect and all its formations at additional costs.
If the
Company elects to proceed with production it shall be obligated to pay 5% of
all
the costs associated with production of the well and would be entitled to 5%
of
the profits from the commercialization of any of its contents. It has been
estimated that the costs for completion of the project beyond the dry hole
costs
are $1,714,000, of which the Company’s obligation is $85,700.
Item
3.02 Unregistered Sales of Equity Securities.
As
set
forth in Items 1.01 and 2.01 above, on July 14, 2006, the Company issued an
aggregate of 4,000,000 shares of common stock to two companies in consideration
of the transfer of assets. The
issuances were made in reliance on Section 4(2) of the Securities Act, and
were
made without general solicitation or advertising. The recipients were
sophisticated investors with access to all relevant information necessary to
evaluate the investments, and who represented to the Company that the shares
were being acquired for investment purposes.
On
July14, 2006, the Company officially changed its name from “Vinoble, Inc.” to
“Matrixx Resource Holdings, Inc.” to better reflect the Company’s business
strategy. The name change which became effective on July 14, 2006, was pursuant
to an action by written consent of the holders of a majority of the Company’s
outstanding shares on May 15, 2006. The holders of 58,295,528 common shares
and
the sole holder of the Series A Convertible Preferred Stock and the Series
B
Convertible Preferred Stock voted in favor of the name change, representing
approximately 55.6% of all the issued and outstanding shares of the Company.
The
Company’s Board of Directors also approved the name change, effective May 15,2006.
Item
9.01 Exhibits.
2.2
Hazard
Agreement between Registrant and Overseas Investment Banking Alliance,
S.A., dated October 13, 2005.
2.3
Letter
Agreement between Registrant and Sterling Grant Capital Inc. dated
November 15, 2005.
Pursuant
to the requirement of Section 13 and 15(d) of the SecuritiesAct of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPANY
NAME CORPORATION
Matrixx
Resource Holdings, Inc. A Delaware Corporation
