MMEX RESOURCES CORPORATION (OTCMKTS:MMEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 4, 2017, MMEX Resources Corporation (the Company)
entered into an agreement with Maple Resources Corporation
(Maple), a related party, to acquire all of Maples right, title
and interest (the Rights) in plans to build a $450 million,
50,000 barrels per day capacity crude oil refinery in Pecos
County, Texas (the Refinery Transaction or the Project). to the
Refinery Transaction, the Company agreed to acquire the Rights in
exchange for the issuance of 7,000,000,000 new common shares (the
Purchased Shares).
Completion of the Project is subject to the receipt of required
governmental permits and completion of required debt and equity
financing. The Company has previously incurred continuous losses
from operations, has an accumulated deficit of approximately $30
million, a total stockholders deficit of approximately $2.9
million and has reported negative cash flows from operations
since inception. In addition, the Company does not currently have
the cash resources to meet its operating commitments for the next
twelve months. The Companys ability to continue as a going
concern and ability to meet the ongoing requirements for capital
investment to implement its business plan must be considered in
light of the problems, expenses and complications frequently
encountered by entrance into established markets and the
competitive environment in which the Company intends to operate.
There can be no assurance that the Company will be successful in
its efforts to raise additional debt or equity capital.
Item 3.02 Unregistered Sales of Equity
Securities
The Refinery Transaction provides for the Company to issue the
Purchased Shares in two tranches, of which the First Tranche of
1,500,000,000 shares was issued on March 4, 2017. The Second
Tranche of 5,500,000,000 shares are to be issued once the Company
Articles of Incorporation are amended to increase the number of
authorized shares of common stock, as more particularly described
below. In addition, the Second Tranche amount of shares will be
adjusted (up or down) subject to valuation of the Refinery
Transaction by a third party outside consultant. The issuance of
the shares to the Refinery Transaction is exempt from
registration to the exemption provided by Section 4(2) of the
Securities Act of 1933.
In order to issue the requisite number of shares contemplated by
the Refinery Transaction and such other funding of the Company as
may be required, the holders of a majority of the Companys common
stock have approved an amendment and restatement of the Articles
of Incorporation to provide for an increase in the authorized
shares of common stock from 3,000,000,000 to 10,000,000,000
shares. In addition, the Articles of Incorporation will be
amended to provide for two classes of common shares: (i) Class A
Shares, having one vote per share, and (ii) Class B Shares, with
10 votes per share. All of the outstanding shares of Common Stock
will be reclassified as Class A Shares, except that all of the
Purchased Shares will be Class B Shares. Other than the
provisions of the voting rights, the two classes of shares of
common stock will have equal terms and conditions. We will file a
subsequent report on Form 8-K when the amended and restated
Articles of Incorporation have been filed with the Secretary of
State of Nevada.
|
2 |
We previously reported that on October 28, 2016, the Company had
entered into a Settlement Agreement and Stipulation (the
Settlement Agreement) with Rockwell Capital Partners, Inc. (RCP)
and that, to the Settlement Agreement, RCP would exchange certain
payables/claims for a settlement amount payable in common shares
of the Company. We have issued a cumulative aggregate of
489,000,000 common shares to the Settlement Agreement and, as of
March 9, 2017, have terminated any further obligation to issue
shares to the Settlement Agreement. The issuance of the shares
under the Settlement Agreement was exempt from registration to
exemption provided by Section 3(a) (10) of the Securities Act of
1933, by virtue of the October 2016 order of a circuit court in
Florida confirming the fairness of the terms of the Settlement
Agreement.
Item 5.07 Submission of Matters to a Vote of Security
Holders
On March 7, 2017, the holders of more than 50.1% of the
outstanding shares of common stock of the Company executed their
written consent in lieu of special meeting as to the proposed
amendment and restatement of the Articles of Incorporation
described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 1.1 |
MMEX Resources Corporationand Maple Resources Corporation Stock Purchase Agreement. |
| 99.1 |
Press Release dated March 7, 2017 MMEX Resources announces plan to build $450 million refinery in Permian Basin 50,000 barrels per day capacity state-of-the-art facility intends to leverage existing infrastructure, bring economic benefits to Fort Stockton, Texas area |
|
3 |
About MMEX RESOURCES CORPORATION (OTCMKTS:MMEX)
MMEX Resources Corporation, formerly MMEX Mining Corporation, is an oil and gas company. The Company is involved in the evaluation, acquisition and development of oil and gas, refining, power generation, natural gas transmission and processing energy projects in the western United States and Latin America. The Company is involved in the natural resource project development and project financing in North and South America, and the United Kingdom. The Company was engaged in the exploration, extraction and distribution of coal. MMEX RESOURCES CORPORATION (OTCMKTS:MMEX) Recent Trading Information
MMEX RESOURCES CORPORATION (OTCMKTS:MMEX) closed its last trading session 00.00000 at 0.00590 with shares trading hands.
