NATION ENERGY INC. (OTCMKTS:NEGY) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
Nation SLP LLC, a Delaware limited liability (“Nation SLP”) is a majority-owned subsidiary of the registrant, Nation Energy Inc. (the “Company”). to certain Membership Interest Purchase Agreements by and between Nation SLP and various investors (collectively, the “Purchase Agreements”), Nation SLP sold, in exchange for cash and/or promissory notes, limited liability company membership interests (the “LLC Interests”), comprising over the course of the offering 9.25% of the total membership interest of Nation SLP, for a total amount of $5 Million USD (the “Offering”). The Purchase Agreements offered each investor 3.70 basis points (0.0370% of Nation SLP membership interest) at a price of $20,000 USD.
The sales of the LLC Interests occurred over multiple closings during 2016 and 2017. As of December 31, 2016, Nation SLP had sold LLC Interests totaling 2.59% of Nation SLP membership for an aggregate price of $1,400,000 USD. These sales were reported on the Company’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017.
From January 1, 2017 through March 30, 2017, Nation SLP completed additional sales of the LLC Interests totaling 4.995% of Nation SLP membership for an aggregate price of $2,700,000 USD. On March 31, 2017, Nation SLP sold additional LLC Interests totaling 1.665% of Nation SLP membership for an aggregate price of $900,000, in the form of three $300,000 promissory notes delivered in favor of Nation SLP.
This issuance of LLC Interests did not involve any public offering and the shares are therefore exempt from registration under Section 4(a)(2) of the Securities Act of 1933. Said shares are not convertible or exchangeable and no warrants or options were issued in this transaction.
About NATION ENERGY INC. (OTCMKTS:NEGY)
Nation Energy Inc. (Nation Energy) operates as a shell company. The Company has no business. The Company is engaged in evaluating the merits of various opportunities in the resource sector. The Company’s subsidiaries include Nation Energy (Australia) PTY Ltd. (Nation Australia), Nation GP, LLC (Nation GP) and Nation SLP, LLC (Nation SLP). Paltar Nation Limited Partnership (Paltar Nation) is a limited partnership between Nation GP, as the general partner of the partnership and Nation SLP as the limited partner. Nation Energy has formed Paltar Nation for the purpose of funding exploration expenditures required to be provided by the subsidiary of the Company, Nation Energy (Australia) Pty Ltd., to explore and develop all or a portion of approximately 775,290 acres of certain Australian exploration permits. NATION ENERGY INC. (OTCMKTS:NEGY) Recent Trading Information
NATION ENERGY INC. (OTCMKTS:NEGY) closed its last trading session down -0.0100 at 0.0700 with 6,000 shares trading hands.
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