posted
Looks like a nice momo run Tex. Certainly do your DD if for anything else.
Reorganization Agreement
Northern Explorations, Ltd., (“NXPN”) a Nevada Corporation, entered into a Reorganization Agreement with High Plains Gas, LLC, a Wyoming limited liability company (“HPG”), dated July 28, 2010 and with final signatures received on July 29, 2010.
The agreement sets forth the understanding which was reached by the parties. The following is a summary of terms pursuant to the Agreement: The members of HPG will acquire an 80% controlling interest in the securities of NXPN, and NXPN acquire a 100% controlling interest in the securities of HPG, in accordance with the terms and conditions of the Reorganization Agreement. Upon completion HPG will become a wholly owned subsidiary of the Company. It is anticipated that the transaction will be structured to qualify as a tax-free reorganization pursuant to Section 368 of the Internal Revenue Code.
The Board of Directors of NXPN shall be increased to three members; electing three persons designated by HPG to the Board of Directors, and the name of the Company shall be changed to High Plains Gas, Inc.
NXPN shall either complete a reverse split of its common stock or cancel or cause to be cancelled a total of 86,720,000 shares of its common stock such that at Closing there shall be a total of 13,000,000 shares of common stock issued and outstanding.
NXPN shall issue a total of 52,000,000 shares of common stock of NXPN (which at the time of Closing will reflect at least 80% of the fully diluted issued and outstanding common stock of NXPN) for delivery to members of HPG at Closing in exchange for 100% of the controlling interest in the securities of HPG.
NXPN shall also authorize and deliver a Certificate of Designation for a class of preferred stock with six million shares, each of which shall have ten votes per share. The NXPN Preferred Shares shall be issued to Mark D. Hettinger at Closing.
The Closing is anticipated to occur within 90 days of the Agreement, but shall occur upon the satisfaction of the conditions set forth in the Agreement. The Closing Date shall occur as soon as possible after the execution of this Agreement and upon completion of the amendment to the Articles of Incorporation, unless the Escrow Agent receives instructions otherwise from the parties or notice from a party that the conditions set forth in the agreement have not occurred. In the event the Closing does not occur on or before December 31, 2010 the agreement shall terminate.
We intend to pursue this reorganization with HPG, upon completion our operations are expected to significantly develop as we pursue the operations of HPG as a wholly owned subsidiary.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
| IP: Logged |
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
