• SEC Filings

PANHANDLE OIL AND GAS INC. (NYSE:PHX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On August 24, 2020, Panhandle Oil and Gas Inc. (the “Company” or “Buyer”) entered into two Agreements for Purchase and Sale (collectively, the “Purchase Agreements”), (i) an Agreement for Purchase and Sale with Red Stone Resources, LLC, to acquire certain mineral and royalty assets located in Grady County, Oklahoma, for aggregate consideration of $2,400,000, comprised of $2,150,000 in cash and $250,000 of common stock of the Company, and (ii) an Agreement for Purchase and Sale with Red Stone Resources, LLC, for itself and as successor-in-interest by merger to Macedonia Minerals, LLC, a former Texas limited liability company, and Red Stone Operating, LLC, to acquire mineral and royalty assets located in Harrison, Nacogdoches, and Panola Counties, Texas, for aggregate consideration of $4,532,193, comprised of $4,282,193 in cash and $250,000 of common stock of the Company. The acquisitions include mineral and royalty assets totaling approximately 795 net royalty acres in the SCOOP and Haynesville plays.  The purchase prices under the Purchase Agreements are subject to customary adjustments, including adjustments based on due diligence. The initial closings of the acquisitions are expected to occur in early October. The acquisitions have an effective date of June 1, 2020 (except for ownership of certain wells in progress set forth in the Purchase Agreement for the Oklahoma assets, which is effective on the earlier of the date of first production or June 1, 2020).

The Purchase Agreements contain customary representations, warranties, covenants and indemnities by each of the applicable parties thereto. The parties’ obligations to close the acquisitions are subject to certain closing conditions set forth in the Purchase Agreements. There can be no assurance that the conditions to closing the acquisitions will be satisfied.

The above description of the material terms and conditions of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreements, which are filed as Exhibits 10.1 and 10.2 hereto.

On August 27, 2020, the Company issued a press release announcing the Company’s entry into the Purchase Agreements. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 is being furnished to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

(d) Exhibits

PANHANDLE OIL & GAS INC Exhibit
EX-10.1 2 phx-ex101_8.htm EX-10.1 phx-ex101_8.htm Exhibit 10.1   Execution Version AGREEMENT FOR PURCHASE AND SALE     by and among   RED STONE RESOURCES,…
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About PANHANDLE OIL AND GAS INC. (NYSE:PHX)

Panhandle Oil and Gas Inc. is engaged in the acquisition, management and development of non-operated oil and natural gas properties, including wells located on its mineral and leasehold acreage. The Company’s mineral and leasehold properties are located primarily in Arkansas, New Mexico, North Dakota, Oklahoma and Texas, with properties also located in various other states. The Company’s oil, natural gas liquids (NGLs) and natural gas production is primarily from wells located in Arkansas, Oklahoma and Texas. As of September 30, 2015, the Company’s principal properties consisted of perpetual ownership of 255,411 net mineral acres, held principally in Arkansas, New Mexico, North Dakota, Oklahoma, Texas and six other states; leases on 19,575 net acres primarily in Oklahoma, and working interests, royalty interests, or both, in 6,195 producing oil and natural gas wells, and 65 wells in the process of being drilled or completed.