Attached files
| file | filename |
|---|---|
| EX-2.1 - MMEX Resources Corp | v197688_ex2-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 29, 2010
(September 23, 2010)
Management
Energy, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
of
incorporation)
|
333-152608
(Commission
File
Number)
|
26-1749145
(IRS
Employer
Identification
Number)
|
2626
Cole Avenue, Suite 610
Dallas,
Texas 75204
(Address
of principal executive offices)
Registrant's telephone number,
including area code: (214) 880-0400
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
reporting obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act
¨ Soliciting
material pursuant to Rule 14a-12 of the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange Act
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange Act
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
September 23, 2010, we completed our previously announced merger (the “Merger”)
with Maple Carpenter Creek Holdings, Inc. (“MCCH”). Pursuant to the
Merger, our subsidiary merged into MCCH and the shareholders of MCCH received
65,000,000 shares of our common stock and an additional 15,000,000 shares of
common stock that will vest on certain milestones.
MCCH has
invested approximately $10 million in the acquisition of the following coal
interests:
|
|
·
|
Carpenter
Creek, Montana: an 80% interest in the Carpenter Creek coal prospect near
Mellstone, Montana and two leases, the Mattfield and Janich leases on two
ranches near Round Up, Montana. - MCCH controls the surface rights
covering a resource potential of 345 million tons; and the mineral rights
for a resource potential of over 83 million tons of
coal.
|
|
|
·
|
Snider
Ranch, Montana: an 80% interest in an option to acquire the Snider Ranch
real estate and coal prospect adjacent to the Signal Peak Mine, near
Roundup, Montana. MCCH controls the surface rights covering a resource
potential of over 43 million tons of coal at the Snider
Ranch.
|
|
|
·
|
Armadillo
Group Holdings Corp: an approximately 72% ownership of Armadillo Mining
Corp. ("AMC") in Colombia. AMC has exclusive options to acquire two
metallurgical coal mines in the Cundinamarca province of Colombia: (i)
Caparrapi is a permitted mine with minimum production and with a resource
potential of 11 million metric tonnes; (ii) Yacopi which may have a
resource potential of up 40 million metric
tonnes.
|
Item
3.02 Unregistered
Sales of Equity Securities.
Pursuant
to the Merger, we issued 65,000,000 shares to the three former beneficial owners
of MCCH.
As a
condition to the Merger, we agreed with Cardiff Partners to accept 1,502,126
shares ($0.175 per share) as payment in full for accrued compensation owed to
them for administrative and financial services performed through the date of the
Merger. We issued those shares to three principals of Cardiff
Partners. We also agreed with our former corporate attorney to accept
17,143 shares ($0.175 per share) as partial payment for previously rendered
legal services.
The
foregoing issuances were exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof.
Item
5.01. Changes
in Control of Registrant.
As a
result of the Merger, Jack Hanks and Bruce Lemons each beneficially own 25
million shares of our common stock (each beneficially owning approximately 23.2%
of our outstanding common stock, after giving effect to the Merger and the
transactions contemplated therein) and constitute the sole members of our board
of directors. Accordingly, each may be deemed to be “control”
Management Energy, Inc.
Item
5.02. Departure of Directors or Certain
Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
See our
Report on Form 8-K, dated September 23, 2010, for information regarding the
departure of executive officers and directors and the election of new executive
officers and directors in connection with the Merger.
MCCH
previously entered into certain compensation arrangements with Jack Hanks and
Bruce Lemons which, by virtue of the Merger, have now been assumed by
us.
MCCH has
entered into an employment agreement with Mr. Hanks which provides for the
payment of a base salary in the annual amount of $300,000 and participation in
employee benefit plans. Unless terminated earlier, the employment
agreement shall continue until September 4, 2012. During the term of
the employment agreement, Mr. Hanks shall be a member of the Board of
Directors of the Company.
MCCH has
entered into a consulting agreement with Mr. Lemons which provides for the
payment of a base fee in the annual amount of $170,000. Unless
terminated earlier, the consulting agreement shall continue until September 4,
2012. During the term of the consulting agreement, Mr. Lemons
shall be a member of the Board of Directors of the Company.
Item
9.01 Financial
Statements and Exhibits
(a) Financial
Statements of Businesses Acquired
To be filed within 71 calendar days of
this report on Form 8-K.
(b) Pro
Forma Financial Statements
To be filed within 71 calendar days of
this report on Form 8-K.
(d)
Exhibits
2.1
Agreement and Plan of Merger
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
MANAGEMENT
ENERGY, INC.
|
|||
|
Date: September
29, 2010
|
By:
|
/s/ Jack W.
Hanks
|
|
|
Jack
W. Hanks, President and
|
|||
|
Chief
Executive Officer
|
|||