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): March 28, 2015
T-REX OIL, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 000-51425 98-0422451
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
520 Zang St., Suite 250, Broomfield, CO 80021
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(Address of principal executive offices)
(720) 502-4483
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(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 2 - FINANCIAL INFORMATION
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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Acquisition of Western Interior Oil & Gas Corp.
On March 28, 2015, the Company entered into a Share Exchange Agreement by and
among T-Rex Oil, Inc. ("T-Rex"), a Colorado corporation, and Western Interior
Oil & Gas Corp. ("WIOG"), a Wyoming corporation, and the Shareholders of Western
Interior Oil & Gas Corp. ("WIOG Shareholders").
The original Share Exchange Agreement dated February 24, 2015 and reported in
the Form 8-K filed on February 25, 2015 has been amended concurrent with the
closing. A copy of the Share Exchange Agreement dated March 28, 2015 is attached
hereto under Exhibit 10.1.
Under the Agreement, the WIOG common shares have been exchanged for common
shares of T-Rex. 7,470,000 shares of our restricted common stock for 83% of the
issued and outstanding shares of WIOG concurrent with closing, and 1,530,000
shares of restricted common stock of T-Rex are held in escrow for the exchange
of the remaining 17% of WIOG for a total of 9,000,000 shares.
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 3 - SECURITIES AND TRADING MARKET
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
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Pursuant to the Share Exchange Agreement, we exchanged 7,470,000 of shares of
our restricted common stock for 83% of the issued and outstanding shares of
Western Interior Oil & Gas Corp., a Wyoming corporation. 1,530,000 shares of
restricted common stock of T-Rex Oil, Inc. shall be held in escrow for the
exchange of the remaining 17% of WIOG which is in the process of being
purchased. We relied upon Regulation D Rule 506(b) for the exemption from
Registration of the shares in this transaction.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN DIRECTORS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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Concurrent with the Share Exchange Agreement, T-Rex intends to appoint the
following two new Directors effective April 6, 2015:
WERNER BIBERACHER, AGE 49
Mr. Biberacher has served as President (since 2014) and a Director (since 2010)
of Western Interior Oil & Gas Corp. From 2014 through present, he is Managing
Director of NIFE Energy Solutions GmbH, a Germany corporation. From 2010 through
present he Managing Director and owner of SchwabenKapital GmbH, a Germany
corporation. In 2003 he received a Master Degree in Finance and MFC (IOFC,
Berlin), in 2001 a degree in Finanzwirt (bbw Berlin).
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ECKHARDT HUBER-FLOTHO, AGE 73
Mr. Huber-Flotho has experience with Real Estate, Construction, Investment and
Oil and Gas business. From 2005 through present he has been Co-Founder and
Director of Western Interior Oil & Gas Corp. Since 1987 he has had various
responsibilities in financing and directing oil and gas companies.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired.
To be filed by Amended Form 8-K prior to May 31, 2015.
(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.
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EXHIBIT NO. DESCRIPTION
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10.1 Share Exchange Agreement dated March 28, 2015
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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
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Donald Walford
Chief Executive Officer
Date: April 1, 2015
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