Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 24, 2015
T-REX OIL, INC.
--------------------
(Exact name of Registrant as specified in its charter)
Colorado 000-51425 98-0422451
---------------------------- ---------------------- --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer Identi-
of incorporation) fication No.)
520 Zang St., Suite 250, Broomfield, CO 80021
--------------------------------------------------
(Address of principal executive offices)
(720) 502-4483
-----------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On February 24, 2015, the Company entered into a Share Exchange Agreement by and
among T-Rex Oil, Inc. ("TRO"), a Colorado Corporation, and Western Interior Oil
& Gas Corp. ("WIOG"), a Wyoming corporation, and the Shareholders of Western
Interior Oil & Gas Corp. ("WIOG Shareholders").
Under the Agreement, the WIOG common shares shall be exchanged for common shares
of TRO, pursuant to the Schedule 1.01. WIOG common shares shall be conveyed to
TRO by Acquiree's shareholders, in consideration for 9,000,000 of the TRO Common
Shares, to be issued in consideration therefore in accordance with Section 1.01
constituting 48% (fully diluted) of the total outstanding shares of TRO on the
date of closing, computed post closing.
A condition to the Share Exchange is satisfactory due diligence by TRO of title
and corporate records of WIOG and delivery of Exchange Agreements by all WIOG
Shareholders.
WIOG has producing and developmental oil and gas properties in the Bighorn, Wind
River, Hanna and Washakie Basins of Wyoming. They include about 16,000 gross
acres currently producing over 50 net barrels of oil per day and numerous
developmental drilling locations.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Changes in Control of Registrant
If the Share Exchange Agreement described in Item 1.01 hereinabove is completed,
it will result in a change of control whereby 48% (9,000,000 shares) (fully
diluted) issued and outstanding shares of common stock will be issued to the
shareholders of WIOG. WIOG will have the right to nominate one person on the
Board of TRO whom the TRO Board shall appoint. This person has not yet been
designated.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as part of
this Report. Exhibit numbers correspond to the numbers in the exhibit table of
Item 601of Regulation S-K.
Exhibit No. Description
10.1 Share Exchange Agreement
2
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.
T-REX OIL, INC.
By: /s/ Donald Walford
-------------------------------------
Donald Walford
Chief Executive Officer
Date: February 25, 2015
