10 - Discontinued Operations
In connection with the Merger between JMG and Ad-Vantage, the Company agreed to, as soon as practicable after the Closing, sell all of the Oil and Gas Properties identified in the Companys most recent 10-K filed with the SEC (the O&G Operations and the O&G Sale) or at its option cause the O&G Operations to be spun off for the benefit of the Companys pre-Merger stockholders as soon as may be practicable following completion of the Merger (the O&G Spinoff).
The Board of Directors is still reviewing whether to proceed with an O&G Sale or an O&G Spinoff. If the Board of Directors elects to sell the O&G Operations, all net proceeds from such sale shall be distributed pro-rata to the Companys pre-Merger stockholders and not to any of the stockholders of Ad-Vantage (unless, and in such event solely to the extent that such stockholders were also pre-Merger stockholders of the Company (the Pre-Merger Stockholders)). If the Board of Directors elects to proceed with the O&G Spinoff the Board of Directors will create a new entity to own and operate the current oil and gas operations (New JMG) and will spinoff New JMG shares of common stock to the Pre-Merger Stockholders.