sustainable petroleum group inc. (OTCMKTS:SPGX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Deposit Agreement
to the terms and conditions of a deposit agreement dated June 23, 2017 SPGX acquired a lease deposit for the office building located at Falkenstrasse 28, Zurich, Switzerland, 8008. As consideration for the lease deposit, SPGX issued 400,000 restricted shares of common stock in the capital of SPGX to Mr. Greising for a purchase price of $600,000. In addition, SP Group AG, the owner of the office building, granted SPGX a sub-lease for an office in the building rent-free for a term of 10 years commencing on July 1, 2017 to be completed and terminated on June 30, 2027. See Exhibit 10.3 – Deposit Agreement for more details.
Share Purchase Agreement
to the terms and conditions of a share purchase agreement dated July 6, 2017 between Sustainable Petroleum Group Inc. and Christopher Grunder SPGX purchased 2,000 shares in the capital of SP Group (Europe) AG. These shares represent a 20% interest in SP Group (Europe) AG. As consideration for the purchased shares, SPGX issued 6,000 restricted shares of common stock in the capital of SPGX to the seller for a purchase price of $21,000. See Exhibit 10.4 – Share Purchase Agreement for more details.
Dividend Agreement
As a condition precedent to the Share Purchase Agreement, SPGX required SP Group (Europe) AG and its majority shareholder and SPGX to enter into an agreement that will require SP Group (Europe) AG to declare an annual dividend to be paid to all of its shareholders. to the terms and conditions of the dividend agreement dated July 10, 2017 among Christopher Grunder, Sustainable Petroleum Group Inc, and SP Group (Europe) AG, SPGX will entitled to 20% of the annual dividend declared, which will be equal to 50% of the net profits of SP Group (Europe) AG in that fiscal year. See Exhibit 10.5 – Dividend Agreement for more details.
Item 3.02 Unregistered Sales of Equity Securities
March 13, 2017 – Acquisition of Mineral Claims
On March 13, 2017, the board of directors authorized the issuance of 1,250,000 restricted shares of common stock as consideration for the acquisition of 13 mineral claims valued at CDN$5,000,000. See Exhibit 10.2 – Property Purchase Agreement for more details. SPGX relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted shares in a private transaction. The share certificate representing the shares has been legended with the applicable trading restrictions.
April 2017 – $3.00 Private Placement Offering
On April 6, 2017 the board of directors authorized the issuance of 13,332 restricted shares of common stock at an offering price of $3.00 per restricted share. SPGX raised $39,996 in cash in this offering, and issued an aggregate 13,332 restricted shares of common stock to two non-US subscribers outside the United States.
SPGX set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For the two non-US subscribers outside the United States in this one closing, SPGX relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated to that Act by the Securities and Exchange Commission. Management is satisfied that SPGX complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The offerings were not public offerings and were not accompanied by any general advertisement or any general solicitation. SPGX received from each of the two subscribers a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.
June 23, 2017 – Acquisition of Lease Deposit
On June 23, 2017, the board of directors authorized the issuance of 400,000 restricted shares of common stock as consideration for the acquisition of a lease deposit for office space valued at $600,000. See Exhibit 10.3 – Deposit Agreement for more details. SPGX relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted shares in a private transaction. The share certificate representing the shares has been legended with the applicable trading restrictions.
| Form 8-K | Sustainable Petroleum Group Inc. | Page 3 |
July 2017 – $3.50 Private Placement Offering
On July 3, 2017 the board of directors authorized the issuance of 28,128 restricted shares of common stock at an offering price of $3.50 per restricted share. SPGX raised $108,949 in cash in this offering, and issued an aggregate 28,128 restricted shares of common stock to four non-US subscribers outside the United States.
Also on July 6, 2017, the board of directors authorized the issuance of, as part of this same offering, 6,000 restricted shares of common stock as payment of $21,000 for shares in SP Group (Europe) AG. See Exhibit 10.4 – Share purchase Agreement for more details.
Also on July 6, 2017, the board of directors authorized the issuance of, as part of this same offering, 10,000 restricted shares of common stock as settlement of $35,000 of debt owed to a creditor of the company, who had previously provided services to SPGX.
SPGX set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For each of these closings, SPGX relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated to that Act by the Securities and Exchange Commission. Management is satisfied that SPGX complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The offerings were not public offerings and were not accompanied by any general advertisement or any general solicitation. SPGX received from each of the four subscribers a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.
Item 7.01. Regulation FD Disclosure.
Limitation on Incorporation by Reference: In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5 is furnished under Item 9 and to Regulation FD, and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
The information contained in Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5 is incorporated herein by reference.
| Form 8-K | Sustainable Petroleum Group Inc. | Page 4 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description |
|
| 10.2 |
Property Purchase Agreement dated March 13, 2017 between Sustainable Petroleum Group Inc. and Workplan Holding Inc., filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 17, 2017, and incorporated herein by reference. |
Filed |
| 10.3 |
Deposit Agreement dated June 23, 2017 among SP Group AG, Daniel Greising, and Sustainable Petroleum Group Inc. |
Included |
| 10.4 |
Share Purchase Agreement dated July 6, 2017 between Sustainable Petroleum Group Inc. and Christopher Grunder. |
Included |
| 10.5 | Dividend Agreement dated July 10, 2017 among Christopher Grunder, Sustainable Petroleum Group Inc, and SP Group (Europe) AG. | Included |
| Form 8-K | Sustainable Petroleum Group Inc. | Page 5 |
Sustainable Petroleum Group Inc. ExhibitEX-10.3 2 ex10-3.htm AGREEMENT THIS AGREEMENT dated the 23rd day of June,…To view the full exhibit click here
About sustainable petroleum group inc. (OTCMKTS:SPGX)
Sustainable Petroleum Group Inc., formerly Blue Spa Incorporated, is a shell company. The Company focuses on undertaking the oil and gas business. The Company focuses on oil and gas projects for acquisition, which are global in nature. The Company was engaged in the development of an Internet-based retailer of a multi-channel concept combining a wholesale distribution with a retail strategy relating to the personal care products, fitness apparel and related accessories. As of August 31, 2016, the Company had not conducted any business operations. As of August 31, 2016, the Company had not generated any revenues.