MMEX RESOURCES CORPORATION (OTCMKTS:MMEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
We have previously reported that, effective October 9, 2018, the Company issued and delivered to GS Capital Partners, LLC (“GS”) a 10% convertible debenture in the principal amount of $600,000 and that affiliates of Jack W. Hanks and Bruce Lemons, our directors, have pledged their shares of Class B Common Stock (constituting 50% of the outstanding shares of Class B Common Stock) to GS to secure the repayment of the debenture by the Company.
Effective July 30, 2019, the parties amended the GS pledge agreement so that the newly issued shares of Series A Preferred Stock described in Item 5.03 below will be pledged to GS in lieu of the shares of Class B Common Stock previously pledged to GS.
Item 3.02 Unregistered Sales of Equity Securities
We intend to issue 15,000,000 shares of Class A Common Stock to Maple Resources Corporation to its conversion of the 15,000,000 outstanding shares of Class B Common Stock of the Company into shares of Class A Common Stock on a share-for-share basis. Such conversion by Maple Resources Corporation was effected in connection with the issuance of 1,000 shares of our Series A Preferred Stock to Maple Resources Corporation and the amendment of the GS pledge agreement as described in this report.
The issuances described in this Item 3.02 are exempt from registration to the exemption provided by Section 4(2) of the Securities Act of 1933.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 30, 2019, we filed a certificate of designations with the Secretary of State of Nevada to establish the Series A Preferred Stock, consisting of 1,000 shares. The Series A Preferred Stock has no redemption, conversion or dividend rights; however, the holders of the Series A Preferred Stock voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote.
The purpose of creating the Series A Preferred Stock was to maintain the collateral value of the equity securities of the Company pledged to lenders to secure the repayment of outstanding indebtedness of the Company. Due to the percentage ownership dilution arising from the issuance of convertible notes by the Company, the voting power of the Class B Common Stock previously pledged to lenders had been impaired. The Series A Preferred Stock restores the voting power that was initially pledged to the lenders.
to Nevada law, the certificate of designations was adopted by a resolution of our board of directors. Shareholder approval was neither required nor solicited.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
MMEX Resources Corp Exhibit
EX-3.1 2 mmex_ex31.htm CERTIFICATE OF DESIGNATION mmex_ex31.htmEXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS OF MMEX RESOURCES CORPORATION ESTABLISHING THE DESIGNATIONS,…
To view the full exhibit click here
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.
