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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 28, 2024 (May 22, 2024)
FORMATION MINERALS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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001-41209 |
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87-2406468 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
P.O. Box 67
Jacksboro, Texas 76458
(Address of Principal Executive Offices) (Zip
Code)
(347) 325-4677
(Registrant’s Telephone Number, Including
Area Code)
Securities registered pursuant to Section 12(b)
of the Act: None
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)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
In
this Current Report on Form 8-K, the terms “we”, “us”, “our” and the “Company” refer to
Formation Minerals, Inc., a Nevada corporation, unless the context indicates otherwise.
Item 1.01. Entry Into A Material Agreement.
The information set forth in Item 2.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or
Disposition of Assets.
On May 22, 2024, we entered into a purchase and
sale agreement (the “Purchase and Sale Agreement”) for the sale of certain mineral and royalty interests with a private buyer
whereby the Company is selling various mineral and oil and gas royalty interests in exchange for $140,000 in cash.
The transaction to closed on May 22, 2024.
The foregoing description of the Purchase and
Sale Agreement is a summary and, as such, does not purport to be complete and is subject to and qualified in its entirety by reference
to the full text of the Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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.
Date: May 28, 2024
|
FORMATION MINERALS, INC. |
|
|
|
|
|
By: |
/s/ Scott A. Cox |
|
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Scott A. Cox |
|
|
President, Chief Executive Officer
and Chief Financial Officer |
2
Exhibit 10.1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement
(the “Agreement”) is made and entered into by and between Formation Minerals, Inc. with an address of PO Box 67,
Jacksboro, Texas 76458 76458 (hereinafter referred to as “Seller”), and ______________________ with an address
of _________________________________, (hereinafter referred to as “Buyer”). 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 lands1.
Terms of this transaction are as follows:
1. The purchase price is $140,000.00 in cash, subject to adjustment
due to revenue review and title review as mutually agreed upon by Buyer and Seller.
2. The closing shall occur on or before May 31,
2024, (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. |
3. 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.
4. 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.
5. 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.
6. 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.
7. The Effective Date of said transaction shall
be Production Effective Date of June 1, 2024. Buyer shall be entitled to all revenue from production from the Properties occurring on
or after the Effective Date.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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 22nd day of May, 2024
BUYER
SELLER
Formation Minerals, Inc.
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 May 22st, 2024 by and
between Formation Minerals, Inc., Inc. (“Seller”) and ______________________ (“Buyer”).
An undivided 100% of all of Seller’s right,
title, and interest in the following:
Mineral Interests located in Bienville Parish,
LA
Belmont County, OH
Ohio County, WV
Red River Parish, LA
Brazos County, TX
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.
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