NEW AMERICA ENERGY CORP. (OTCMKTS:NECA) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Binding Letter of Intent to Acquire the Assets of Third Bench Holdings, LLC
On June 21, 2021, New America Energy Corp. (the Company or NECA) entered into a Binding Letter of Intent (LOI) with Third Bench Holdings, LLC, a New Mexico limited liability company, (Holdings), to which the members of Third Bench (the Members) agreed to sell all of the assets (the Acquired Assets) used in the operations of Third Benchs business to the Company (the Acquisition).
In consideration for the Acquisition, the Members shall receive shares of a new series of Preferred Stock of the Company which rights and preferences, collectively, shall include: (i) conversion rights into that number of shares of common stock of the Company which shall equal Ninety Percent (90%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (Underlying Common Stock) on a fully diluted basis for a period of one year; and (ii) voting rights, in all matters, together with the Members of common stock of the Company with the numbers of votes equal to the number of shares of Underlying Common Stock.
to the terms of the Acquisition, the current officers and directors of the Company shall, at the closing of the Acquisition, resign and appoint the officers and directors as directed by Holdings. The current CEO, Jeffrey M. Canouse, will be retained for a period of three (3) months to assist in the transition at a monthly salary rate of $5,000 (USD) per month. This retention can be extended upon mutual agreement between Jeffrey Canouse and the Company.
At the consummation of the Acquisition (the Closing), the Company will consummate a bridge financing for the benefit of Holdings in an amount of (US$500,000) and such funds shall be utilized, in part, to pay for the expenses incurred in connection with the Acquisition and the Audit. Following the Closing, the Company will raise up to Ten Million dollars (US$10,000,000) by the sale of shares of equity (common stock or preferred stock) or debt of the Company (the Initial Financing). It is anticipated that the Initial Financing will be consummated in tranches over the twelve (12) months following the Closing.
At the Closing, Southridge, LLC (or its affiliates as directed by Southridge) shall receive shares of a new series of Preferred Stock of the Company which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Five Percent (5%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of one year) and carry ratchet and anti-dilution rights.
At the closing, Jeffrey Canouse, will assign 50% of the Preferred A Shares that he currently owns in exchange for shares of Series B Preferred Stock of the Company to be issued to Jeffrey M. Canouse (or his affiliates and/or designees as directed by Jeffrey Canouse) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Three Percent (3%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of two (2) years) and carry ratchet and anti-dilution rights.
All of the terms of the Acquisition including the Initial Financing (as defined forth herein) shall be set forth in a definitive acquisition agreement (the Acquisition Agreement) which shall be negotiated between the Company and the Members.
The foregoing descriptions of the Binding Letter of Intent herein are qualified by the terms of the full text of the Binding Letter of Intent attached hereto as Exhibit 10.1, and the terms thereof are incorporated herein by reference.
ITEM 7.01 – REGULATION FD DISCLOSURE.
On June 23, 2021, New America Energy Corp., (the Company) issued a press release announcing that the Company entered into a Binding Letter of Intent with Third Bench Holdings, LLC, a New Mexico limited liability company (Holdings), to purchase all of the assets associated with the operation of Third Benchs business.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be furnished and shall not be deemed to be filed for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Safe Harbor
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words anticipate, believe, estimate, expect, intend, plan, project, seek, strive, try, or future or conditional verbs such as could, may, should, will, would, or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
NEW AMERICA ENERGY CORP. Exhibit
EX-10.1 2 neca_ex101.htm BINDING LETTER OF INTENT FOR THE ACQUISITION OF THIRD BENCH HOLDINGS LLC Binding Letter of Intent for the Acquisition of Third Bench Holdings LLC EXHIBIT 10.1 NEW AMERICA ENERGY,…
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About NEW AMERICA ENERGY CORP. (OTCMKTS:NECA)
New America Energy Corp., through its subsidiary, Title King LLC (Title King), offers short-term loans to consumers not having the credit or ability to obtain traditional bank loans. Title King focuses on offering consumers no credit check lending at various rates to similar businesses. Title King is focused on providing access to cash on property already owned by the consumer. The Company’s short-term loans will provide a pay-back schedule for the borrower and will allow them the opportunity to pay off the loan at any time.