UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 1, 2017
VANGUARD ENERGY CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Colorado None 27-2888719
--------------------------- --------------------- ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
21 Waterway Avenue, Suite 300
The Woodlands, Texas 77380
--------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (713) 627-2500
2 Blvd. Place, Suite 600
1700 Post Oak Blvd.
Houston, Texas 77056
---------------------------------------
(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[ ] 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))
(x) Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01 Entry into Material Definitive Agreement
Effective July 1, 2017, Vanguard Energy Corporation (the "Company")
acquired all of the issued and outstanding shares of Solar Quartz Technology
Limited ("SQTNZ"), a New Zealand corporation, for a purchase price of US$530
million, with the total consideration being satisfied by the issue of
213,402,755 shares of the Company's common stock (Approx. $2.50 per share).
SQTNZ was acquired from Solar Quartz Technologies, Inc. (SQTI), a Nevada public
corporation, which owned 100% of the SQTNZ outstanding shares of common stock
(122 shares). SQTZ has not operated commercially, but as a holding company for
extensive High Purity Silica Quartz assets. The rare HPQ assets are essential as
a high-tech manufacturing feedstock for the production of High Purity Quartz
Sand, necessary in the first stage production of all PV Solar panels,
Semi-conductors and all high-end electronics.
SQTNZ is the owner of the exclusive mining and development rights for two
High Purity Quartz (HPQ) Silica deposits known as White Springs (represented by
leases ML 30235, ML 30236 and ML 30237) and Quartz Hill (represented by leases
ML 30238 and ML 30239) located in North Queensland Australia. Together they
contain in excess of 15 million tons of HPQ feedstock, which is in high demand
in the marketplace to enable production of High Purity Quartz Sand (HPQS).
HPQS is an essential primary material for the manufacture of:
o Photo-Voltaic (PV) solar panels;
o Semi-conductors;
o AL High-end electronic products;
o Fiber Optical cables;
o Halogen Lamps;
o HD and LCD television screens; and
o Epoxy Mounding Compounds (EMC) for semi-conductors.
The Company subsequently changed its name to Solar Quartz Technologies
Corporation ("SQTX). The company's highest priority is to build its new
commercial scale HPQS production factory, to generate early sales revenues,
while concurrently building its new Pre-Processing factory to supply HPQ
feedstock for the HPQS second stage factory, and un-processed HPQ directly from
the mine site for unprocessed Quartz sales, for which there is high demand
globally. The SQTX management team will initially focus on recovering previous
orders from China ($150 million) for unprocessed HPQ raw quartz, to be delivered
from the Pre-Processing Factory in Townsville, North Queensland, Australia.
The SQTX management team is also confident of receiving a $10 million
Grant-Loan from the Australian federal government's Clean Energy & Innovation
Fund ($Five Billion) to build the Townsville factory. We are also confident the
second stage funding of US$30 million required to build the high tech HPQS
production factory may also be funded as well by the Government. This Capital
funding initiative is not completed at this time, however, following eight
2
months of negotiations, we are confident of a positive outcome following an
important high-level meeting set for August 17, 2017 with the Director/CEO of
the Clean Energy Fund in Brisbane, Australia
However, it should be noted that we have several other funding initiatives
in process, with several major venture funds in the USA, now in late stage
negotiation. The acquisition of SQTNZ by Vanguard Energy will greatly enhance
the prospects of success for completion of the prospective US$38 million capital
raisings.
Completion by Vanguard of the asset purchase of SQTNZ provides excellent
advantages for Vanguard shareholders by providing the company with a potentially
very profitable operational business in the booming solar energy field, and
US$530 million in hard assets. Clearly this transaction has the effect of
transforming Vanguard from a non-operational, non-asset owning, dormant shell
corporation. This transaction clearly provides potentially excellent opportunity
for all company shareholders
THE PLANNED HPQ / HPQS OPERATIONAL BUSINESS OF SQTX
High Purity Quartz Sand (HPQS) - Essential Component in PV Solar & all High-end
Electronics including Semi-conductors.
High purity quartz ("HPQ") and HPQ Sands ("HPQS") are extensively used
during the manufacturing of mono-crystalline silicon, through the Czochralski
process, as crucibles in which silicon ingots are produced for use in solar cell
and all electronics and semi-conductors. HPQ is the only preferred material for
this process and the essential crucibles, as it shares the same element (Si) and
is almost non-reactive, assuring high quality silicon ingots. Apart from this,
High Purity Quartz (HPQ) also finds primary applications in advanced lighting,
telecom, optic and microelectronics industries. HPQS powders are required for
Epoxy moulding compound (EMC) used in the manufacture of most electronic
semiconductors and is a fast-growing sector which includes auto electronics for
the rapidly expanding development of self-drive and electric automobiles.
HPQS is a critical material necessary for the successful manufacture of
Photovoltaic ("PV") Solar panels, Semi-conductors, and other high-end
electronics, all of which cannot be manufactured without adequate supplies
industry-standard HPQS.
For three (3) years the SQTNZ technical team worked at a previously
associated HPQS test facility, with two of the world's leading HPQS experts from
the US and Germany. They have developed advanced new refining and processing
techniques for the manufacture of commercial grade purity and commercial
quantities of HPQS from the SQTX-owned high purity quartz silica deposits,
located in North Queensland, Australia. One of these experts directly
established two (2) of the other three global factories capable of producing
HPQS and has been retained to establish the new SQTX HPQS processing factory.
There is always a shortage globally of adequate supplies of industry standard
HPQ and HPQS that have directly caused many businesses to fail as a direct
result of supply shortages of HPQ and HPQS. It should be noted that industry
3
requirements for HPQS are not limited to the solar and electronics marketplace.
There is also extensive usage in a broad cross-section of high-tech industries
whereby the core stability of HPQS at extreme high temperatures is a vital
necessity for the successful production of Semi-conductors as but one example.
SQTX Executive Management believes the most valuable asset purchased by the
Company is SQTNZ's Technical Team's rare ability to actually produce HPQS, since
the majority of silica companies have repeatedly failed in their attempts to
produce world-standard quality and purity HPQS. However, the conservative
real-time value of the mineral resource asset feedstock also adds considerable
value to the new SQTX solar and semi-conductor primary core-material supplier
initiative.
In connection with the acquisition of SQTNZ, the following persons were
appointed directors of the Company:
Roger T. May (71) - Mr. May has extensive international business experience
over the last 40 years. He resided in the USA for 22 years, returning to
Australia in September 2001. He is a recognized expert in "start-up" enterprises
from inception to fully-operational commercial ventures. He is regarded as an
excellent corporate leader and successful achiever. He overcomes obstacles with
great ability, tenacity, flexibility and creative initiative. Mr. May is
regarded as an acknowledged visionary and creator combined with strong
implementation skills. His capital raising skills have yielded tens of millions
of dollars. Mr. May has been the Founder, Chairman & CEO of five (5) publicly
listed companies. He resided in the U.S. for 22 years, where he founded several
high-tech. communications and mineral resource development companies. He is
presently focused on global commercialization of primary component materials
essential in manufacture of PV Solar panels, Semi-conductor, and all high-end
electronics in the USA and Australia.
David W. Halstead (70) - Mr. Halstead has a wide range of corporate,
secretarial and trusts experience, in both offshore and onshore companies,
relevant to clients of the Verona Capital Partners Group. In 1973 he became a
partner in a local chartered accounting firm, and in 1984 a principal in the
Hong Kong office of Coopers & Lybrand [now PWC] specializing in international
corporate and secretarial services, and offshore tax structures.
Upon his return to Auckland in 1994, he established and operated, several
integrated medical centers, a surgical hospital in Auckland and a state of the
art diagnostic center. He then spent 3 years working with World Vision fund
raising for its micro finance arm "Vision Fund" involved with the capitalization
and establishment of Vision Fund Cambodia.
Since 2006, David has acted as company secretary and treasurer for a group
of international clients who are world leaders in the monetization and trading
of international domain names. Contemporaneously he established and operated,
until recently, a unique world-first web based joint venture service for the New
Zealand Government processing immigration medicals online in a secure platform.
Mr. Halstead was educated at Kings College, Auckland, the son of a former
New Zealand Cabinet Minister and diplomat. He is a graduate of the University of
Auckland with a Bachelor of Commerce and further qualifications in taxation.
4
On July 3rd, 2017 shareholders owning a majority of the company's
outstanding shares of common stock approved the following amendments to the
Company's Articles of Incorporation.
o The company's name was changed to Solar Quartz Technologies
Corporation.
The Company's authorized capitalization was increased to 510,000,000 shares
of common stock and 10,000,000 of preferred stock. Arrangements were made to
increase the previous Vanguard Energy shareholders issued and outstanding shares
from 1,002,134 to 11,023,474 shares for each VNGE shareholder proportionately.
Essentially, the VNGE shareholders will receive approximately ten new shares of
the Company's common stock at no cost for every one share of VNGE common stock
currently owned by them.
The name changes and new share issuances will become effective on the
over-the-counter market on a date determined by FINRA.
Item 2.01. Completion of Acquisition or Disposition of Assets.
See Item 1.01 of this report.
Item 3.02. Unregistered Sale of Equity Securities.
See Item 1.01 of this report.
Item 5.01. Change in Control of Registrant.
See Item 1.01 of this report.
Item 5.02. Election of new Directors; Appointment of Certain Officers;
Compensation Arrangements of Certain Officers.
See Item 1.01 of this report.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
See Item 1.01 of this report.
Item 5.06. Change in Shell Company Status.
See Item 1.01 of this report.
5
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.
Date: July 11, 2017 VANGUARD ENERGY CORPORATION
By: /s/ Warren M. Dillard
------------------------------------
Warren M. Dillard, President and
Chief Executive Officer
6