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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 29, 2012, High Plains Gas, Inc. (“High Plains Gas” or the “Company”) executed an amendment to its Letter of Intent with Chama Technologaes, Inc. a Nevada corporation, for the purchase by Chama of a controlling stock interest in High Plains. The amendment extends the Escrow Date for required payments into escrow; the initial $1,000,000 shall be paid into escrow on or before November 5, 2012, and the final $9,000,000 shall be paid into escrow on or before November 15, 2012.
On October 8, 2012 High Plains Gas executed a Letter of Intent with Broadmark Energy, LLC, for the acquisition of certain assets and the assumption of certain liabilities of Miller Fabrication, LLC and HPG Services, LLC.
The terms of the proposed transaction are substantially as follows:
Broadmark will acquire all of the assets and assume certain liabilities of Miller Fabrication in consideration for (i) assumption of up to the current level ($3,000,000) of accounts payable and accrued liabilities of Miller; (ii) assumption of certain Miller Fabrication notes payable in the amount of $3,100,000; (iii) assumption of an obligation of High Plains Gas, Inc. to Tonaquint, Inc. (approximately $1,775,538) and (iv) cash consideration of $200,000. The principals of Miller will also cancel and return a total of 54,000,000 shares of common stock of High Plains Gas, as well as any and all options or warrants to purchase shares of stock of High Plains Gas as part of the transaction. Broadmark will also assume the investment banking fees owed to Broadmark Capital, LLC by High Plains Gas, but High Plains Gas will remain responsible for issuing financing warrants in High Plains Gas per a previous agreement. Broadmark will acquire all of the assets including equipment and accounts receivable of Miller Fabrication LLC, HPG Services, LLC, High Plains Gas, Inc. and High Plains Gas, LLC related to the energy construction oil and gas services business.
The letter of intent requires completion of a definitive agreement as well as a due diligence review of the various companies. As a consequence, there can be no assurance that the transactions contemplated by the Letter of Intent will be consummated.
The above description is qualified in its entirety by the precise terms of the Letter of Intent which is attached to this Report on Form 8-K as an exhibit.
Item 9.01 Financial Statements and Exhibits
The following Exhibits are included herein:
