UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
Reg.ss.240.14c-101
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
|_| Preliminary Information Statement
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14c-5(d)(2))
|X| Definitive Information Statement
RANCHER ENERGY CORP.
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(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
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pursuant to Exchange Act rule 0-11 (set forth the amount on which the
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RANCHER ENERGY CORP.
520 Zang Street, Ste 250
Broomfield, CO 80021
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
September 19, 2014
To The Shareholders of Rancher Energy Corp.:
This information statement is being provided on behalf of the board of directors
(the "Board") of Rancher Energy Corp. (the "Company") to record holders of
shares of our common stock ("Shareholders") as of the close of business on the
record date of September 10, 2014. This information statement provides notice
that the Board has recommended, and holders of a majority of the voting power of
our outstanding common stock have voted, to approve the following items:
Proposal 1: To authorize a reverse split of the common stock issued and
outstanding on a one new share for three hundred fifty (350) old shares
basis. Fractional shares will be redeemed in cash. (This action requires an
amendment to the Articles of Incorporation and requires the approval of the
Financial Industry Regulatory Authority ("FINRA")).
Proposal 2: To authorize additional shares of preferred stock in the amount
of 50,000,000 shares, $.001 par value in such series and classes, and with
such rights and privileges as the Board may hereafter adopt in it sole
discretion. (This Action requires an Amendment to the Articles of
Incorporation)
Proposal 3: To authorize the Board of Directors to change the name of the
corporation to a name, in the discretion of the Board of Directors. (This
Action requires an Amendment to the Articles of Incorporation)
Proposal 4: To authorize the Board of Directors to grant authority to
redomicile and reincorporate by merger in Colorado
This information statement describes, in more detail, the actions being taken
and the circumstances surrounding the Board's recommendation of the actions.
The actions for Proposals 1 and 2 will become effective on an effective date at
least 20 days after the mailing of this Information Statement to shareholders
and as of the filing of an amendment to the Company's Articles of Incorporation
with the Secretary of State of Nevada and the approval of FINRA.
The actions for Proposal #3 will become effective upon the filing of the
amendment to the Company's Articles of Incorporation with the Secretary of State
of Nevada, on an effective date al least 20 days after the date of mailing this
Information Statement to shareholders.
The actions for Proposal #4 shall become effective on an effective date at least
22 days after the date of mailing this Information Statement to shareholders.
The Company will bear the expenses relating to this information statement,
including expenses in connection with preparing and mailing this information
statement and all documents that now accompany or may in the future supplement
it.
Only one information statement is being delivered to multiple shareholders
sharing an address, unless the Company has received contrary instructions from
one or more of the shareholders. The Company will undertake to deliver promptly
upon written or oral request a separate copy of the information statement to a
shareholder at a shared address to which a single copy of the information
statement was delivered. You may make a written or oral request by sending a
written notification to the Company's principal executive offices stating your
name, your shared address and the address to which the Company should direct the
additional copy of the information statement or by calling the Company's
principal executive offices. If multiple shareholders sharing an address have
received one copy of this information statement and would prefer the Company
mail each shareholder a separate copy of future mailings, you may send
notification to or call the Company's principal executive offices. Additionally,
if current shareholders with a shared address received multiple copies of this
information statement and would prefer us to mail one copy of future mailings to
shareholders at the shared address, notification of that request may also be
made by mail or telephone call to the Company's principal executive offices.
The information statement is being provided to you for informational purposes
only. Your vote is not required to approve the actions described above. This
information statement does not relate to an annual meeting or special meeting in
lieu of an annual meeting. You are not being asked to send a proxy and you are
requested not to send one. The approximate mailing date of this information
statement is September 23, 2014.
We appreciate your continued interest in Rancher Energy Corp.
Very truly yours,
/s/ Donald Walford
------------------------------
Donald Walford,
Chief Executive Officer
RANCHER ENERGY CORP.
520 Zang Street, Ste 250
Broomfield, CO 80021
September 19, 2014
The Board of the Company determined that it was in the best interest of the
Company and its shareholders to take the following actions:
Proposal 1: To authorize a reverse split of the common stock issued and
outstanding on a one new share for three hundred fifty (350) old shares
basis. Fractional shares will be redeemed in cash. (This action requires an
amendment to the Articles of Incorporation and requires the approval of the
Financial Industry Regulatory Authority ("FINRA")).
Proposal 2: To authorize additional shares of preferred stock in the amount
of 50,000,000 shares, $.001 par value in such series and classes, and with
such rights and privileges as the Board may hereafter adopt in it sole
discretion. (This Action requires an Amendment to the Articles of
Incorporation)
Proposal 3: To authorize the Board of Directors to change the name of the
corporation to a name, in the discretion of the Board of Directors. (This
Action requires an Amendment to the Articles of Incorporation)
Proposal 4: To authorize the Board of Directors to grant authority to
redomicile and reincorporate by merger in Colorado
THE COMPANY AND THE PROPOSALS
The Company has its executive offices at 520 Zang Street, Ste 250, Broomfield,
CO 80021, and its telephone number is (720) 502-4483.
Additional information regarding the Company, its business, its stock, and its
financial condition are included in the Company's Form 10-K annual report and
its Form 10-Q quarterly reports. Copies of the Company's Form 10-Q for its
quarter ending June 30, 2014, as well as the Company's Form 10-K for March 31,
2014 are available upon request to: Donald Walford, Chief Executive Officer,
Rancher Energy Corp., 520 Zang Street, Ste 250, Broomfield, CO 80021.
The Annual Report on Form 10-K for the year ended August 31, 2010, and any
reports on Form 8-K and 10-Q filed by Rancher Energy Corp. during the past year
with the Securities and Exchange Commission may be viewed on the Securities and
Exchange Commission's website at www.sec.gov in the Edgar Archives. Rancher
Energy Corp. is presently current in the filing of all reports required to be
filed by it. See the caption Additional Information, below.
The Majority Shareholders of Rancher Energy Corp. submitted its written consent
to the shareholder resolutions described in this Information Statement on or
about September 3, 2014, to be effective on or about October 5, 2014. As of
September 3, 2014, the Majority Shareholder holds of record 129,851,356 shares
of the Company's Common Stock as of September 3, 2014, the voting rights of the
Majority Shareholder was equal to 52% of the total voting rights. The remaining
outstanding shares of common stock are held by approximately 400 other
shareholders of record.
The Company is not soliciting consents or proxies and shareholders have no
obligation to submit either of them. Whether or not shareholders submit consents
should not affect their rights as shareholders or the prospects of the proposed
shareholder resolutions being adopted. The Majority Shareholder has consented to
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all of the shareholder resolutions described in this Information Statement by a
written consent. The affirmative vote of the holder of a majority of the
outstanding common stock of the Company is required to adopt the proposal
described in this Information Statement. Nevada law does not require that the
proposed transaction be approved by a majority of the disinterested
shareholders.
The Majority stockholder submitted its written consent to the shareholder
resolutions described in this Information Statement on or about September 5,
2014, to be effective upon the filing of an amendment to our Articles of
Incorporation with the Secretary of State and approval from FINRA. As of
September 3, 2014, the Majority Stockholder of record held 129,851,356 shares
of the Company's common stock and representing the voting equivalent of 52% of
the voting common stock. The Majority stockholder is Terex Energy Corp.
PROPOSALS ADOPTED BY SHAREHOLDER ACTION BY WRITTEN CONSENT
PROPOSAL 1:
TO AUTHORIZE A REVERSE SPLIT OF THE COMMON STOCK ISSUED AND OUTSTANDING ON A ONE
NEW SHARE FOR THREE HUNDRED FIFTY OLD SHARES BASIS. FRACTIONAL SHARES WILL BE
REDEEMED SHARE. (THIS ACTION REQUIRES AN AMENDMENT TO THE ARTICLES OF
INCORPORATION AND REQUIRES THE APPROVAL OF THE FINANCIAL INDUSTRY REGULATORY
AUTHORITY ("FINRA")).
To authorize a reverse split of the common stock issued and outstanding on a one
new share for three hundred fifty old shares basis. Fractional shares will be
redeemed at closing market price on the date prior to effective date of the
reverse split. (This action requires an amendment to the Articles of
Incorporation and the approval of FINRA.) Our Majority Shareholders have
approved a pro-rata reverse split of our common stock, by which up to each three
hundred fifty shares would become one share. Fractional shares will be rounded
up to the next whole share. The effective date of the reverse split will be
approximately twenty to thirty days following the date of the mailing of this
Information Statement and upon filing of documentation with FINRA. This is not a
"going private" transaction, and shareholders which are reduced to less than one
share will be redeemed as set forth above. This requires an Amendment to the
Articles of Incorporation to accomplish the reverse split.
Due to the current number of issued and outstanding shares of common stock (over
249 million, compared to the authorized of 275 million shares), and with the
need to seek funding through issuance of common stock, the Company is poorly
positioned under its current capital structure. The Company is authorized to
issue 275,000,000 shares of its common stock, but if it was to need to raise
$500,000 it would not have enough authorized but unissued shares of common stock
at current market price. Therefore a reverse split would not only allow the
Company the ability to issue common shares for acquisitions, but would also
allow the Company to be able to issue shares of common stock as needed for
services and/or financings.
There are no pending private offerings of shares, nor are there any pending
acquisitions for which shares are committed to be issued.
We believe the recent per share price of the common stock has had a negative
effect on the marketability of the existing shares, the amount and percentage of
transaction costs paid by individual stockholders, and it impairs the potential
ability of the Company to raise capital by issuing new shares due to the low
price.
We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain policies and practices of the securities industry may tend to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those policies and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
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brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.
As a general rule, potential investors who might consider making investments in
our Company will refuse to do so when the Company has a large number of shares
issued and outstanding with no equity. In other words, the "dilution" which new
investors would suffer would discourage them from investing, as general rule of
experience. A reduction in the total outstanding shares may, without any
assurance, make our capitalization structure more attractive.
While our acceptability for ultimate listing on one of the NASDAQ markets or an
exchange is presently remote, we believe that it is in the interests of our
Company to adjust our capital structure in the direction of conformity with the
NASDAQ structural requirements. At the current date, even with the proposed
changes we would not meet NASDAQ criteria. NASDAQ requirements change
constantly. There is no assurance that the proposed changes with meet NASDAQ
requirements or any other exchange when, and if, we are otherwise qualified.
There is no assurance that we will qualify for NASDAQ.
Shareholders should note that, after the reverse split, the number of our
authorized shares will remain unchanged, while the number of issued and
outstanding shares of our Company will be reduced by the factor of the reverse,
i.e. one for three hundred fifty shares. It is important to realize that the
issuance of additional shares is in the discretion of the Board of Directors, in
their best business judgment, and our shareholders will have no right to vote on
future issuances of shares except in the event of a merger under Nevada law.
This means that, effectively, our shareholders will have no ability or capacity
to prevent dilution by the issuance of substantial amounts of additional shares
for consideration that could be considerably less than what our existing
shareholders paid for their shares. In many events, control of our Company could
effectively be changed by issuances of shares without shareholder approval.
As a general rule, potential investors who might consider making investments in
our Company will refuse to do so when the Company has a large number of shares
issued and outstanding with no equity. In other words, the "dilution" which new
investors would suffer would discourage them from investing, as general rule of
experience. A reduction in the total outstanding shares may, without any
assurance, make our capitalization structure more attractive.
Once the reverse split has occurred, Management believes the Company will then
be better structured to seek equity financing because no significant equity
investment can be made under the current capital structure. The current price of
less than $0.02 per share, impairs the potential ability of the Company to raise
capital by issuing new shares and the company has been demoted to the Pink
Sheets for its quotes, due to its low price. The Company has not identified any
sources of equity financing at this time. There is no assurance that the Company
will have any success in seeking equity financing in the future if we choose to.
FUTURE DILUTIVE TRANSACTIONS
It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's stockholders pursuant to the
authority and discretion of the Company's management to complete share issuances
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders with any documentation concerning the
proposed issuance prior to any share issuances. All determinations involving
share issuances are in the discretion and business judgment of the Board of
Directors in their exercise of fiduciary responsibility, but require a
determination by the Board that the shares are being issued for fair and
adequate consideration. The Company has not entered into any such transactions
as of the filing of this Information Statement.
The issuance of additional shares in future transactions will allow, the
following types of actions or events to occur without the current stockholders
being able to effectively prevent such actions or events:
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1. Dilution may occur due to the issuance of additional shares. The percentage
ownership of the Company by the existing shareholders may be diluted from 100%
now, after the reverse split to as little as .02%.
2. Control of the Company by stockholders may change due to new issuances.
3. The election of the Board of Directors will be dominated by new large
stockholders, effectively blocking current stockholders from electing directors.
4. Business plans and operations may change.
5. Mergers, acquisitions, or divestitures may occur which are approved by the
holders of the newly issued shares.
In the future event that the Board continues to issue shares for capital,
services, or acquisitions, the present management and stockholders of the
Company may not retain control of a majority of the voting shares of the
Company. It is likely that the Company may acquire other compatible business
opportunities through the issuance of common stock of the Company. Although the
terms of any such transaction cannot be predicted, this could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such issuance. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior stockholder has paid, or at a price greater than the
then current market price. Typically, unregistered shares are issued at less
than market price due to their illiquidity and restricted nature as a result of,
among other things, the extended holding period and sales limitations which such
shares are subject to.
There is no assurance that any effect of the price of our stock will result, or
that the market price for our common stock, immediately or shortly after the
proposed changes, if approved, will rise, or that any rise which may occur will
be sustained. Market conditions obey their own changes in investor attitudes and
external conditions. We are proposing the steps we deem the best calculation to
meet the market attractively. However, we cannot control the market's reaction.
Dissenting shareholders have no appraisal rights under Nevada law or pursuant to
our constituent documents of incorporation or bylaws, in connection with the
proposed reverse split.
The table below shows the effect of the 350 for 1 reverse split.
TABLE SHOWING EFFECT OF REVERSE SPLIT THREE HUNDRED FIFTY FOR ONE
Shares Held Pre-Reverse Shares Held Post-Reverse
----------------------- ------------------------
100,000,000 285,714
10,000,000 28,572
1,000,000 2,857
100,000 286
7,500 10
750 2
350 1
>350* 0
*Shareholders who hold less than 350 shares pre-split would have fractional
shares after the reverse-split, and such shares will redeemed by the company.
Fractional shares will be redeemed based upon the computed fraction of the
closing market price on the day after effective date of the reverse split.
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The reverse stock split may also leave certain stockholders with one or more
"odd lots" of new common stock, i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even multiples of 100. There are frequently
situations where transaction costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively rendering the odd lot
valueless to the holder.
PROPOSAL #2
AUTHORIZATION TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE
PREFERRED SHARES OF FIFTY MILLION (50,000,000), $.001 PAR VALUE IN SUCH
CLASSES OR SERIES WITH SUCH RIGHTS, PRIVILEGES AND PREFERENCES AS THE BOARD MAY
HEREAFTER DETERMINE IN ITS SOLE DISCRETION
Our majority shareholders have consented to authorize Preferred Shares of stock
in the amount of fifty million (50,000,000). This requires an amendment to our
Articles of Incorporation. These are known as "blank check" preferred stock
because the Board can set in its discretion the classes, series and rights,
privileges and preferences as it may determine in the future, in its sole
discretion in the exercise of its business judgment.
The Company is seeking to authorize Preferred Stock because in recent years,
financing for smaller companies has often required the issuance of a senior
class of stock with certain protections and preferences, upon liquidation,
dividends, conversion privileges, anti-dilution provisions and other types of
preferences and rights which are not found in "common" stock. Preferred stock is
also frequently used to finance acquisitions, either by issuance for cash as
equity in lieu of debt, or for asset acquisition.
If the additional Preferred Stock is authorized, the Board will have complete
discretion to authorize Series and Classes, and to negotiate and set the rights,
privileges, and preferences of the classes and series. The discretion is
commonly called a "blank check" when discussing Preferred Stock for which the
Designations of Rights, Privileges, and Preferences have not been established.
Management will have also the discretion, subject to Board approval of how,
when, and for what consideration the Preferred Shares may be issued. The Board
can approve significant liquidation, dividend, voting conversion, and redemption
rights that are very superior to those of common stock to the serious detriment
of common stockholders. If the Preferred Stock authorization is approved,
thereafter the common shareholder's will have NO other future input or approval
over the Preferred Stock issuance, or its rights, privileges, preferences, or
its series or classes.
PROPOSAL #3
AUTHORIZATION TO CHANGE THE COMPANY'S NAME BY AMENDMENT TO ARTICLES OF
INCORPORATION
Our majority shareholders have authorized a change in the name of this
corporation to a new name to be chosen in the discretion of the Board of
Directors. This requires an amendment to our Articles of Incorporation.
We believe that the name change in our Articles of Incorporation is in the best
interest of our corporation, to create a name which is different from the prior
business, as it was not successful.
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PROPOSAL #4
GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO REDOMICILE BY REINCORPORATION BY
MERGER IN COLORADO WITH OUR WHOLLY OWNED SUBSIDIARY
Management believes that the reincorporation in Colorado where our office is
located will provide a greater measure of flexibility and simplicity in
corporate transactions and reduce taxes and other costs of doing business. We
also believe Colorado provides a modern flexible corporate law that will
facilitate our corporate activity. Colorado is a favorable legal and regulatory
environment in which to operate. Colorado has followed a policy of encouraging
incorporation in that state and, in furtherance of that policy, has adopted
comprehensive, modern and flexible corporate laws that are periodically updated
and revised to meet changing business needs. The Colorado Secretary of State has
adopted a very user friendly filing and retrieval system online for corporations
with very reasonable fees - for instance, annual fees less than $100 compared to
Nevada with several hundred dollars. Colorado has a policy of encouraging
incorporation in that state, and consequently it has emerged as a modern
incorporation state It is anticipated that Colorado corporate law will continue
to be interpreted and explained in court decisions that may provide
predictability with respect to our corporate legal affairs. Certain aspects of
Colorado corporate law have, however, been criticized on the ground that they do
not afford minority shareholders the same substantive rights and protection as
are available in a number of other states. In addition, the Domicile Change will
also result in a change in our corporate name to T-Rex Oil, Inc. which will
allow us to reflect the new name of our business.
PROCESS TO REDOMICILE.
The Nevada corporation, Rancher Energy Corp., will enter into an agreement of
merger with its subsidiary, T-Rex Oil, that will allow for all debts, assets,
obligations, shares structure and the current officers to continue after the
merger is completed and the separate existence of Rancher Energy Corp. shall
cease. T-Rex Oil, the Colorado corporation, will survive the merger. After the
reincorporation merger, each share of common stock of the Nevada corporation
will be converted into one share of common stock of T-Rex Oil. Upon consummation
of the reincorporation merger, the shareholders of the Nevada Corporation will
become shareholders of T-Rex Oil which is a corporation formed under the laws of
the State of Colorado and their rights as shareholders will be governed by the
laws of the State of Colorado. Each share of T-Rex Oil owned by us will be
cancelled and resume to the status of authorized and unissued common stock.
Filings to formalize those actions will be filed with the appropriate Secretary
of State in the States of Nevada and Colorado. Upon the filing with the
respective states being accepted and the completion of the 20 day waiting
period, after mailing required under the Securities Exchange Act of 1934 for
this Information Statement, the actions described will then become final and the
shareholders of Rancher Energy Corp. will be shareholders of T-Rex Oil. Rancher
Energy Corp. is currently authorized to issue 275,000,000 shares of its common
stock of which 249,914,171 shares were issued and outstanding on September 19,
2014 and no shares of preferred stock are authorized (This is being amended to
authorize 50,000,000 shares of blank check preferred stock concurrently
herewith). Shareholders holding votes equal to not less than 129,851,356 of the
voting rights have consented in writing to the proposal, this constitutes
approval of not less than 52% of the voting share rights entitled to vote in any
shareholder action as of the Record Date.
EFFECT OF THE CHANGE IN DOMICILE
The change in domicile will not result in a change in management, assets,
liabilities or net worth. As previously stated, the Nevada corporation in which
the shareholders will own stock will have a new name T-Rex Oil, Inc. The name of
the Colorado corporation will reflect the new business of our company, the oil
business. The articles of incorporation and bylaws of T-Rex Oil at the time of
the merger shall remain the articles of incorporation and bylaws of the
surviving entity. The Colorado corporation will have a total authorized common
stock of 275,000,000, par value $.001 per share and 50,000,000 shares of
preferred stock, $.001 per share, with the rights and designations as may be
determined for the Preferred Stock. In addition, there will be certain
procedural differences such as the registered office and agent of the company is
an office and agent in Nevada and for T-Rex Oil is an office and agent in
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Colorado. There are also substantive differences between the Nevada corporate
law and the Colorado corporate law. Certain substantive changes to the Articles
of Incorporation, Bylaws and many of the material differences between Nevada and
Colorado law are discussed below. Such summary does not purport to be complete
and is qualified in its entirety by reference to the Colorado and Nevada Revised
Statutes and our Articles of Incorporation and Bylaws, as amended.
All issued and outstanding options, warrants, and convertible securities would
be appropriately adjusted for the reincorporation merger on the same basis as
the shares and all shares outstanding on the effective date of the
reincorporation merger would convert into one share of the new Colorado
corporation with the same rights, options, voting powers and entitlements as
previously held through the Nevada corporation. All shares, options, warrants or
convertible securities that Rancher Energy Corp. has agreed to issue (or agrees
to issue prior to the effective date of the move) also will be appropriately
adjusted to reflect the new Colorado Corporation domicile.
After the reincorporation merger is authorized and completed administratively
there will not be a requirement that shareholders obtain new or replacement
share certificates. Each holder of record of shares of Rancher Energy Corp's
common stock that is outstanding on the effective date of the move may contact
Corporate Stock Transfer(our transfer agent) to exchange the old Nevada
certificates for new Colorado certificates representing the number of shares of
common shares into which the existing shares have been converted as a result of
the reincorporation merger, and adjusted for the reverse split.
CHANGES FROM NEVADA LAW TO COLORADO LAW
When the Merger is completed, the rights of shareholders will be governed by
T-Rex Oil's articles of incorporation and bylaws and the Colorado Business
Corporation Act ("CBCA"). Shareholders should consider the following comparison
of the CBCA and T-Rex Oil's articles of incorporation and bylaws, on the one
hand, and the Nevada Revised Statutes ("NRS") and the Rancher Energy Corp's
existing certificate of incorporation and bylaws, on the other. This comparison
is not intended to be complete and is qualified in its entirety by reference to
the CBCA and T-Rex Oil's articles of incorporation and bylaws and the NRS and
Rancher Energy Corp's certificate of incorporation and bylaws. T-Rex Oil 's
articles of incorporation and its bylaws are attached hereto as an exhibit.
Rancher Energy Corp's existing certificate of incorporation and bylaws are also
attached hereto as an exhibit.
The NRS provides that any merger, consolidation or share exchange of a Nevada
corporation, as well as the sale, lease, exchange or disposal of all or
substantially all of its assets not in the ordinary course of business,
generally must be recommended by the Board of Directors and approved by a vote
of a majority of the outstanding shares of stock of the corporation entitled to
vote on such matters, unless the articles of incorporation provide otherwise.
Under the NRS, the vote of the shareholders of a corporation surviving a merger
is not required if: (a) The articles of incorporation of the surviving domestic
corporation will not differ from its articles before the merger; (b) each
stockholder of the surviving domestic corporation whose shares were outstanding
immediately before the Effective date of the merger will hold the same number of
shares, with identical designations, preferences, limitations and relative
rights immediately after the merger; (c) the number of voting shares outstanding
immediately after the merger, plus the number of voting shares issued as a
result of the merger, either by the conversion of securities issued pursuant to
the merger or the exercise of rights and warrants issued pursuant to the merger,
will not exceed by more than 20% the total number of voting shares of the
surviving domestic corporation outstanding immediately before the merger; and
(d) the number of participating shares outstanding immediately after the merger,
plus the number of participating shares issuable as a result of the merger,
either by the conversion of securities issued pursuant to the merger or the
exercise of rights and warrants issued pursuant to the merger, will not exceed
by more than 20% the total number of participating shares outstanding
immediately before the merger. The CBCA does not contain similar provisions.
Under the NRS and CBCA, unless the articles of incorporation of a corporation
otherwise provide, amendments of its articles of incorporation generally require
the approval of the holders of a majority of the outstanding stock entitled to
vote on the amendment, and if the amendment would increase or decrease the
number of authorized shares of any class or series or the par value of shares of
that class or series or would adversely affect the rights, powers or preferences
7
of that class or series, a majority of the outstanding stock of that class or
series also would be required to approve the amendment. Under CBCA, if the
Articles so provide the majority of shareholders entitled to vote may act by
Written consent in lieu of a Shareholders Meeting, the Articles of T-Rex Oil,
Inc. so provide.
Under the CBCA, directors can amend the bylaws of a corporation only if the
right to do so is expressly conferred upon the directors in its certificate of
incorporation. In contrast, under the NRS, the directors are free to amend the
bylaws.
Under the NRS a special meeting of shareholders can be called by the
corporation's board of directors, any two directors or the President. Under the
CBCA, a special meeting of shareholders can be called by the corporation's board
of directors or by any person or persons authorized by the corporation's
articles of incorporation or bylaws. Under T-Rex Oil's bylaws, special meetings
of the shareholders, for any purpose or purposes unless otherwise prescribed by
statute, may be called at any time by the Chairman of the Board, if any, the
Vice Chairman of the Board, if any, or the President to be held at such date,
time and place either within or without the State of Colorado as may be stated
in the notice of the meeting. A special meeting of stockholders shall be called
by the Secretary upon the written request, stating the purpose of the meeting,
of stockholders who together own of record a majority of the outstanding shares
of each class of stock entitled to vote at such meeting.
The NRS permits corporate action without a meeting of shareholders upon the
written consent of the holders of that number of shares necessary to authorize
the proposed corporate action being taken, unless the certificate of
incorporation or bylaws expressly provide otherwise. The CBCA provides that if
the Articles so provide, that action by written consent of a majority of
shareholders may be used instead of a shareholders meeting. If proposed
corporate action is taken without a meeting by majority written consent of
shareholders, neither state requires that prompt notice of the taking of the
action be sent to those shareholders who have not consented in writing. Rancher
Energy Corp.' and T-Rex Oil's bylaws both provide that corporate action without
a meeting of shareholders may be taken by holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
such action at a meeting.
The bylaws of Rancher Energy Corp. provide that the number of directors shall be
one or more as determined from time to time by the board. T-Rex Oil's bylaws
also specify not less than one. Under both sets of bylaws, the directors are to
serve until the next annual meeting of the shareholders.
No holder of T-Rex Oil common stock or Rancher Energy Corp. common stock has or
will have the right to vote cumulatively in the election of directors.
Under the CBCA, any director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of the shares entitled to
vote in an election of directors unless provided otherwise by the corporation's
certificate of incorporation. Under the NRS, any director may be removed by the
vote of shareholders representing not less than two-thirds of the voting power
entitled to vote. The NRS does not distinguish between removal with or without
cause. The bylaws of Rancher Energy Corp. follow the provisions in the NRS;
T-Rex Oil's bylaws are silent on the removal of directors, therefore the CBCA
would control. Under both the bylaws and of each of the companies, newly created
directorships resulting from any increase in the number of directors or any
vacancies on the board of directors may be filled by the affirmative vote of a
majority of the directors then in office. In addition, both sets of bylaws
provide that the directors elected to fill vacancies on the board of directors
will hold office until the next annual meeting of the shareholders.
The NRS and the CBCA both have provisions and limitations regarding directors'
liability. The NRS and CBCA permit a corporation to include in its articles or
certificate of incorporation a provision that eliminates or limits the personal
liability of a director to the corporation or its shareholders for monetary
damages. However, under the CBCA this provision may not eliminate or limit the
liability of a director: (1) for any breach of the director's duty of loyalty to
the corporation or its shareholders; (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (3) for
declaration of unlawful dividends or illegal redemptions or stock repurchases;
or (4) for any transaction from which the director derived an improper personal
benefit. Under the NRS, the limitation of liability is for other than acts or
8
omissions which involve intentional misconduct, fraud, or a knowing violation of
law. The Amended Articles of Incorporation of Rancher Energy Corp. contain
provisions which follow the numbered items listed above. While these provisions
provide directors with protection from awards for monetary damages for breaches
of their duty of care, it does not eliminate that duty. Accordingly, these
provisions have no effect on the availability of equitable remedies like an
injunction or rescission based on a director's breach of his duty of care. These
provisions apply to an officer only if he/she is also a director and is acting
in the capacity as a director, and does not apply to officers who are not
directors.
Both the NRS and the CBCA generally permit a corporation to indemnify its
directors and officers against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with a third-party
action, other than a derivative action, and against expenses actually and
reasonably incurred in the defense or settlement of a derivative action,
provided that there is a determination that the individual acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation. That determination must be made, in the case of an
individual who is a director or officer at the time of the determination: (1) by
a majority of the disinterested directors, even though less than a quorum; (2)
by independent legal counsel, regardless of whether a quorum of disinterested
directors exists; or (3) by a majority vote of the shareholders, at a meeting at
which a quorum is present. Both the NRS and the CBCA require indemnification of
directors and officers for expenses relating to a successful defense on the
merits or otherwise of a derivative or third-party action. Also, both the NRS
and the CBCA permit a corporation to advance expenses relating to the defense of
any proceeding to directors and officers contingent upon those individuals'
commitment to repay any advances unless it is determined ultimately that those
individuals are entitled to be indemnified. The bylaws of both companies make
indemnification of directors and officers mandatory to the fullest extent
permitted by law. T-Rex Oil's bylaws provide for the advancement of expenses to
defend claims and establish procedures for determining whether a director or
officer is entitled to indemnification and enforcing rights to indemnification
and advancement of expenses.
Both the NRS and the CBCA permit corporations to purchase or redeem their own
shares of capital stock, except, under the CBCA, when the corporation is
impaired or when such purchase or redemption would cause any impairment of the
capital of the corporation.
No holder of our common stock has a preemptive right to subscribe to any or all
additional issues of the stock of the company.
Under both the NRS and the CBCA, any stockholder with a proper purpose may
inspect and copy the books, records and stockholder lists of the corporation.
ANTI TAKEOVER STATUTES
PROVISIONS OF THE NEVADA REVISED STATUTES MAY DISCOURAGE A CHANGE OF CONTROL.
We are incorporated in Nevada. Certain provisions of the Nevada Revised
Statutes, or NRS, could delay or make more difficult a change of control
transaction or other business combination that may be beneficial to
stockholders. We are subject to Nevada's "Combinations With Interested
Stockholders" statutes (NRS Sections 78.411 through 78.444), which provide that
specified persons who, together with affiliates and associates, own, or within
three years did own, 10% or more of the outstanding voting stock of a Nevada
corporation with at least 200 stockholders cannot engage in specified business
combinations with the corporation for a period of three years after the date on
which the person became an interested stockholder, unless the combination or the
transaction by which the person first became an interested stockholder is
approved by the corporation's Board of Directors before the person first became
an interested stockholder.
Nevada's "Acquisition of Controlling Interest" statutes (NRS Sections
78.378-78.3793) apply only to Nevada Corporations with at least 200
stockholders, including at least 100 stockholders of record who are Nevada
residents, and which conduct business directly or indirectly in Nevada. As of
the date of this prospectus, we do not believe we have 100 stockholders of
9
record who are residents of Nevada, although there can be no assurance that in
the future the "Acquisition of Controlling Interest" statutes will not apply to
us. The "Acquisition of Controlling Interest" statutes provide that persons who
acquire a "controlling interest", as defined in NRS Section 78.3785, in a
company may only be given full voting rights in their shares if such rights are
conferred by the disinterested stockholders of the company at an annual or
special meeting. However, any disinterested stockholder that does not vote in
favor of granting such voting rights is entitled to demand that the company pay
fair value for their shares, if the acquiring person has acquired at least a
majority of all of the voting power of the company. As such, persons acquiring a
controlling interest may not be able to vote their shares.
PROVISIONS OF THE COLORADO BUSINESS CORPORATION ACT DOES NOT HAVE ANY "ANTI
TAKEOVER" PROVISIONS.
QUESTIONS AND ANSWERS REGARDING THE PROPOSAL #4
Q. WHY HAS THE PROPOSAL BEEN MADE TO AUTHORIZE THE REDOMICILE BY
REINCORPORATION/MERGER FROM NEVADA TO COLORADO?
A. Our Board of Directors believes that the reincorporation in Colorado will
provide a greater measure of flexibility and simplicity in corporate
transactions and reduce taxes and other costs of doing business.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED
REINCORPORATION MERGER?
A. All members of the Board of Directors have approved the proposed
reincorporation merger and stock incentive plan as is in the best interest of
the company and the best interest of the current shareholders of Rancher Energy
Corp., as it will allow it capacity and structure to grow.
Q. WILL THE PROPOSED REINCORPORATION MERGER RESULT IN ANY TAX LIABILITY TO ME?
A. The proposed reincorporation merger is intended to be tax free for federal
income tax purposes.
Q. WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSALS BEING PASSED?
A. To approve the proposals, the affirmative vote of a majority of the voting
rights of the common stock and other shares holding voting rights is required.
Consents in favor of the proposal have already been received from shareholders
holding a majority of the voting securities of Rancher Energy Corp.
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. The company will pay for the delivery of this information statement.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A. Don Walford, 520 Zang Street, Ste 250, Broomfield, CO 80021, telephone -
(720) 502-4483
OTHER MATTERS
VOTE REQUIRED FOR APPROVAL
The Board of Directors of Rancher Energy Corp. have adopted, ratified and
approved the proposal to authorize the redomicile by reincorporation merger, the
additional Preferred shares of stock, the name change and reverse split, and a
shareholder of the Corporation holding a majority of the voting power on the
Record Date has approved the proposed redomicile by reincorporation merger,
10
additional preferred shares, the name change, and reverse split. No additional
voting is required by shareholders.
DISSENTER'S RIGHTS OF APPRAISAL
Any stockholders who vote shares against the reincorporation merger may, under
certain conditions, become entitled to be paid for his or her shares of the
Corporation's capital stock in lieu of receiving shares of the Colorado
corporation. Under Nevada Law Section 92A.380, you, the Corporation's
stockholder, have the right to dissent from the reincorporation merger and
demand payment of the fair value of your shares of the Corporation's capital
stock and are urged to read the full text of the Nevada dissenters' rights
statute, which is reprinted in its entirety and attached as Attachment F to this
Information Statement. Under Nevada Law, "fair value" is defined with respects
to dissenter's shares, as "the value of the shares immediately before the
effectuation of the corporate action to which he objects, excluding any
appreciation or depreciation in anticipation of the corporate action unless
exclusion would be inequitable." The following is a brief summary of the
relevant portions of Nevada Law Sections 92A.300 to 92A.500, attached hereto in
its entirety as Exhibit G to this Information Statement, which sets forth the
procedure for exercising dissenters' rights with respect to the change in
domicile and demanding statutory appraisal rights. This discussion and Exhibit G
should be reviewed carefully by you if you wish to exercise statutory
dissenters' rights or wish to preserve the right to do so, because failure to
strictly comply with any of the procedural requirements of the Nevada
dissenters' rights statute may result in a termination or waiver of dissenters'
rights under the Nevada dissenters' rights statute. If you elect to assert
dissenters' rights in connection with the reincorporation merger, you must
comply with the following procedures:
Within 10 days after the effective time of the reincorporation merger, we will
give written notice of the effective time of the change in domicile by certified
mail to each stockholder. The notice provided by us will also state where demand
for payment must be sent and where share certificates shall be deposited, among
other information. Within the time period set forth in the notice, which may not
be less than 30 days nor more than 60 days following the date notice is
delivered, the dissenting stockholder must make a written demand on us for
payment of the fair value of his or her shares and deposit his or her share
certificates in accordance with the notice.
Within 30 days after the receipt of demand for the fair value of the dissenters'
shares, we will pay each dissenter who complied with the required procedures the
amount it estimates to be the fair value of the dissenters' shares, plus accrued
interest. Additionally, we shall mail to each dissenting stockholder a statement
as to how fair value was calculated, a statement as to how interest was
calculated, a statement of the dissenters' right to demand payment of fair value
under Nevada law, and a copy of the relevant provisions of Nevada law.
A dissenting stockholder, within 30 days following receipt of payment for the
shares, may send us a notice containing such stockholder's own estimate of fair
value and accrued interest, and demand payment for that amount less the amount
received pursuant to our payment of fair value to such stockholder. If a demand
for payment remains unsettled, we will petition the court to determine fair
value and accrued interest. If we fail to commence an action within 60 days
following the receipt of the stockholder's demand, we will pay to the
stockholder the amount demanded by the stockholder in the stockholder's notice
containing the stockholder's estimate of fair value and accrued interest.
All dissenting stockholders, whether residents of Nevada or not, must be made
parties to the action and the court will render judgment for the fair value of
their shares. Each party must be served with the petition. The judgment shall
include payment for the amount, if any, by which the court finds the fair value
of such shares, plus interest, exceeds the amount already paid. If the court
finds that the demand of any dissenting stockholder for payment was arbitrary,
vexatious or otherwise not in good faith, the court may assess costs, including
reasonable fees of counsel and experts, against such stockholder. Otherwise the
costs and expenses of bringing the action will be determined by the court. In
addition, reasonable fees and expenses of counsel and experts may be assessed
against us if the court finds that it did not substantially comply with the
requirements of the Nevada dissenters' rights statute or that it acted
arbitrarily, vexatiously, or not in good faith with respect to the rights
granted to dissenters under Nevada law.
11
EXISTING CERTIFICATES SHOULD NOT BE SENT TO THE CORPORATION OR THE TRANSFER
AGENT BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED MOVE.
Unless and until the shareholder forwards a completed letter of transmittal,
together with certificates representing such shareholder's shares of Rancher
Energy Corp. common stock to the transfer agent and receives in return a new
certificate representing shares of T-Rex Oil, Inc. common stock, such
shareholder's existing common stock shall be deemed equal to the number of
shares of T-Rex Oil, Inc. common shares to which such shareholder is entitled as
a result of the move, subject to the reverse split approved hereby, which will
be effective immediately prior to the redomicile.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax
considerations relating to the proposed reincorporation merger. This discussion
is based upon the Internal Revenue Code, existing and proposed regulations
thereunder, legislative history, judicial decisions, and current administrative
rulings and practices, all as amended and in effect on the date hereof. Any of
these authorities could be repealed, overruled, or modified at any time. Any
such change could be retroactive and, accordingly, could cause the tax
consequences to vary substantially from the consequences described herein. No
ruling from the Internal Revenue Service (the "IRS") with respect to the matters
discussed herein has been requested, and there is no assurance that the IRS
would agree with the conclusions set forth in this discussion.
This discussion may not address federal income tax consequences that may be
relevant to particular shareholders in light of their personal circumstances or
to shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences under
state, local or foreign laws.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCE OF THE MOVE FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE,
LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR
PROPOSED LEGISLATION.
The reincorporation merger is intended to be a tax-free recapitalization to the
Corporation and its shareholders. Shareholders will not recognize any gain or
loss for federal income tax purposes as a result of the reincorporation merger.
The holding period for shares of common stock after the move will include the
holding period of shares of common stock before the reincorporation merger,
provided, that such shares of common stock are held as a capital asset at the
effective date of the amendment. The adjusted basis of the shares of common
stock after the move will be the same as the adjusted basis of the shares of
common stock before the reincorporation merger.
We believe that the foregoing addresses the material United States federal
income tax consequences of the Domicile Change to shareholders. The opinion is
based upon the Code, applicable Treasury Regulations, judicial decisions and
current administrative rulings, all of which are subject to change with
retroactive effect. The tax consequences to shareholders of the Domicile Change
may be affected by their particular circumstances and by the applicability to
them of one or more special rules like those which apply to dealers in
securities, foreign persons, mutual funds, insurance companies and persons who
do not hold their shares as capital assets. Therefore, Rancher Energy Corp.
urges shareholders to consult their own tax advisors concerning the effect of
the Domicile Change upon them, including the effect of any state, local or other
tax to which they may be subject. An opinion of tax counsel will not be provided
to shareholders.
12
MANAGEMENT INFORMATION
BIOGRAPHICAL INFORMATION ON OFFICERS AND DIRECTORS AND SIGNIFICANT EMPLOYEES
NAME AGE POSITION SERVED SINCE
------------------- ----- ------------------------------- -------------
Donald Walford 67 Director, CEO, President and
Acting Chief Accounting Officer 2014
Martin R. Gottlob 63 Director 2014
Jon C. Nicolaysen 67 Former President & Director 2009
Jeffrey B. Bennett 59 Director 2009
DONALD WALFORD, AGE 67, DIRECTOR, CEO, PRESIDENT AND ACTING CHIEF ACCOUNTING
OFFICER.
Mr. Walford served as Three Forks, Inc. Chief Executive Officer from the
inception through October 22, 2013. At that time he was appointed the Executive
Vice President of Finance of Three Forks, Inc. He served until February 2014,
when he was terminated. He served as a Director of Three Forks, Inc. from
Inception to February, 2014. Mr. Walford was Vice President of Gulfstar Energy,
Inc. from 2011 until 2013 and acted as a Director in such time. Mr. Walford
founded Terex Energy Corporation in March 2014, and is CEO and Director of the
Company.
Mr. Walford has served as a Director and Broker from 1990 to date of Colorado
Landmark Reality. He has served as the Chairman and Vice President of Eveia
Medical from 2007 through 2010. Mr. Walford was licensed as a principal, NASD
Series 7, commodities broker and all other principal securities licenses
including an Allied Member of the New York Stock Exchange, from 1967 through
1992. Mr. Walford has had a diverse experience in corporate operations in
industries such as agri-business, medical equipment, electronics, engineering,
consumer manufacturing, construction and development, and oil and gas.
Mr. Walford received his B.A. Liberal Arts with a concentration in Fine Arts in
1967 from Harpur College, State University of New York (kna Binghamton
University.)
Mr. Walford, was appointed to the Board of Directors, not only for his
management experience, but also his experience in private offerings and the
public arena.
MARTIN R. GOTTLOB, AGE 63, DIRECTOR
Mr. Gottlob is an experienced Rocky Mountain States geologist, and operator of
oil and gas wells. He has a B.A. in Geology from the University of Colorado with
an emphasis in petroleum exploration and sedimentary basin analysis, and a
Master of Science from the Colorado School of Mines, in oil and gas operations
research, and management science of oil and gas investment projects. He is the
owner of Independence Oil II, LLC, where he has developed, drilled, completed
and operated wells on behalf of sixteen clients.
Since 2004 he has been responsible for exploration and operations for Edward
(Tiger) Mike Davis' oil properties (Davis Oil Co.), where he has been
responsible for many phases of field development in the D-J Basin, in Colorado,
Wyoming, and Nebraska. He has worked in similar capacities for Petrogulf,
Minoco, Decalta, Resource Technology and Mountain Minerals all in Colorado since
1979. Mr. Gottlob has been a Director and Vice President of Geology for Terex
Energy Corp since March 2014. As a disclosure item, Mr. Gottlob was convicted of
a felony in Colorado (domestic violence), in 1999.
13
JON C. NICOLAYSEN, AGE 67, PRESIDENT, CEO AND DIRECTOR
In 1970, Mr. Nicolaysen received an MS in Business Administration from the
University of Wyoming, and in 1968, he earned his BS in Business Administration
from Colorado College. In 1985, he completed the Atlantic Businessman's Exchange
Program. In 1986, he completed the W.K. Kellogg Foundations Fellowship Wyoming
Agriculture Leadership Program.
From 1970 to the present, Mr. Nicolaysen has been vice president and president
of Cole Creek Sheep Company, Inc., a cattle and sheep ranching and farming
operation. From 1989 to June of 2009, he was president of Parkerton Ranch, Inc.,
a cattle and sheep ranching and farming operation. From 1988 to the present, he
has been president of JK Minerals, Inc., an oil production and mineral leasing
company. From 1995 to June 2009, he was the President of Cole Creek Outfitters,
Inc., a guiding and hunting operation. From 1998 to the present he has been
President, and was a founding member of, Seven Cross Ranches, LLC, Wcamp, FLLC,
and Sagebrush Land Management, FLLC, all of which are real estate development
companies.
From 2001 to 2008, Mr. Nicolaysen was a unit operator for JK Minerals, Inc. From
2004 to 2007, Mr. Nicolaysen was an operator of Big Muddy Field for Wyoming
Mineral Exploration, LLC, of which he was a founding member. From 2007 to 2008,
he was a founding member of Muddy Mineral Exploration, LLC in Wyoming. From 2008
to May 1, 2009, he was a board member of Ameriwest Energy Corp.
JEFFREY B. BENNETT, AGE 59, DIRECTOR
Mr. Bennett obtained a Bachelor's of Arts from Western State College of Colorado
in 1979, majoring in Biology. Mr. Bennett has been a co-owner/partner in TCF
Services, Inc. from 2005 to present and a co-owner/partner in Flame Energy, Inc.
from May 2005 to present. He was Vice President of Operations of NQL Energy
Services in Alberta, Canada from June 2003 through 2005. He was employed by
Black Max Downhole Tools, Inc. from May 2001 through 2003, as a Region Manager.
From 2000 to 2001, Mr. Bennett was operations manager for the western United
States for Sharewell.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation paid
by the Company to the Chief Executive Officer ("CEO"), the Chief Financial
Officer ("CFO") and any other executive officer whose total annual salary and
bonus exceeded $100,000 for the fiscal years ended March 31, 2014 and to date
(the "Named Executive Officers"):
14
SUMMARY COMPENSATION TABLE
(EXECUTIVE)
--------------------------------------------------------------------------------------------------------------------
NON-EQUITY NON-QUALIFIED
OPTION INCENTIVE DEFERRED
STOCK AWARDS PLAN COMPENSATION ALL OTHER
SALARY BONUS AWARDS ($) COMPENSATION EARNINGS COMPENSATION TOTAL
NAME (A) YEAR ($) ($) ($) (1) ($) ($) ($)(2) ($)
--------------------------------------------------------------------------------------------------------------------
Donald Walford, President 2014 0 0 0 0 0 0 0 0
and Acting Chief
Accounting Officer
--------------------------------------------------------------------------------------------------------------------
Martin Gottlob, Vice 2014 0 0 0 0 0 0 0 0
President of Geology,
Director
--------------------------------------------------------------------------------------------------------------------
Jon C. Nicolaysen 2014 120,000 0 0 1,231 0 0 6,000 127,231
Former President 2013 120,000 0 0 0 0 0 6,000 126,000
--------------------------------------------------------------------------------------------------------------------
(1) The amounts in the table reflect the grant date fair value of options
awards to the named executive officer in accordance with Accounting
Standards Codification Topic 718. The ultimate values of the options awards
to the executives generally will depend on the future market price of our
common stock, which cannot be forecasted with reasonable accuracy. The
actual value, if any that an optionee will realize upon exercise of an
option will depend on the excess of the market value of the common stock
over the exercise price on the date the option is exercised. See the
"Outstanding Equity Awards at Fiscal Year-End" table below for information
regarding all outstanding awards.
(2) The amounts listed under the Column entitled "All Other Compensation" in
the "Summary Compensation Table" related to the payment of consulting fees
during the period reported.
(3) Mr. Walford was appointed Chief Executive Officer in August, 2014. Mr.
Walford received no cash compensation in 2013.
(4) Mr. Gottlob was appointed the Vice President of Geology in August, 2014.
(5) Mr. Nicolaysen served as our Chief Executive Officer from October 2, 2009
until August 20, 2014.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth certain information concerning outstanding equity
awards held by the President and the Company's compensated executive officers
for the fiscal year ended March 31, 2014 the "Named Executive Officers"):
NAME OPTION AWARDS
------------------ -----------------------------------------------------------
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option Option
Options(#) Options (#) Exercise Expiration
Exercisable Non-exercisable Price Date
---------------- ----------------- ---------- ------------
Jon C. Nicolaysen 2,500,000(1) -0- $ 0.01 12/3/23
Donald Walford 0 0 - -
Martin Gottlob 0 0 - -
------------------
(1) Cancelled at August 20, 2014
15
The foregoing compensation table does not include certain fringe benefits made
available on a nondiscriminatory basis to all Company employees such as group
health insurance, dental insurance, long-term disability insurance, vacation and
sick leave. In addition, the Company makes available certain non-monetary
benefits to its executive officers with a view to acquiring and retaining
qualified personnel and facilitating job performance. The Company considers such
benefits to be ordinary and incidental business costs and expenses. The
aggregate value of such benefits in the case of each executive officer listed in
the above table, which cannot be precisely ascertained but which is less than
10% of the cash compensation paid to each such executive officer, is not
included in such table.
OPTION/SAR GRANTS
Stock option awards are determined by the Board of Directors based on numerous
factors, some of which include responsibilities incumbent with the role of each
executive to the Company and tenure with the Company. We granted stock options
to our executive officers during the years ended March 31, 2014, as follows:
(1) On December 3, 2013, certain options were cancelled and new, fully-vested
options to purchase 2,500,000 shares of Rancher common stock with an
exercise price of $0.01 were granted to each of the directors.
Except as set forth above, at no time during the last fiscal year was any
outstanding option repriced or otherwise modified. There was no tandem feature,
reload feature, or tax-reimbursement feature associated with any of the stock
options we granted to our executive officers or otherwise.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
No options were exercised during the fiscal years ended March 31, 2013 and 2014.
DIRECTOR COMPENSATION
The following table sets forth the compensation, if any, paid by the Company to
those directors who served on the Company's Board of Directors, during the year
ended March 31, 2014.
DIRECTOR'S COMPENSATION
--------------------------------------------------------------------------------------------------------------------
FEES NON-EQUITY NON-
EARNED OR INCENTIVE QUALIFIED ALL
PAID IN STOCK OPTION PLAN DEFERRED OTHER
NAME CASH AWARDS AWARDS(1) COMPENSATION COMPENSATION COMPENSATION TOTAL
--------------------------------------------------------------------------------------------------------------------
Donald Walford $0 $0 $0 $0 $0 $0 $0
Martin Gottlob $0 $0 $0 $0 $0 $10,000 $10,000
Jon C. Nicolaysen
(1) (2) $0 $0 $1,231 $0 $0 $126,000 $127,231
A.L. Overton (2) $25,000 $0 $1,231 $0 $0 $0 $26,231
Mathijs Van
Houweninge (2) $25,000 $0 $1,231 $0 $0 $0 $26,231
Jeffrey B. Bennett
(2) $25,000 $0 $1,231 $0 $0 $0 $26,231
--------------------
16
(1) Mr. Nicolaysen was employed as the Company's Chief Executive Officer
until August 2014. During the fiscal year ended March 31, 2014 he
received $126,000 in compensation for his services in that capacity,
as discussed in the Executive Compensation Table.
(2) On October 27, 2009, each member of the board of directors was granted
options to purchase 2,500,000 shares of Rancher common stock at $0.035
per share. On December 3, 2013, these options were cancelled and new,
fully-vested options to purchase 2,500,000 shares of Rancher common
stock with an exercise price of $0.01 were granted to each of the
directors.
In September 2009 the new board of directors implemented a new arrangement under
which each non-employee director would receive a cash payment of $5,000 per
fiscal quarter; this was increased to $10,000 per fiscal quarter for the quarter
ending December 31, 2013. In addition, under the terms of Management Retention
Agreements entered into with each non-employee director and the President and
CEO, each member of the board of directors were granted options to purchase
2,500,000 shares of Rancher common stock at $0.035 per share. On December 3,
2013, these options were cancelled and new, fully-vested options to purchase
2,500,000 shares of Rancher common stock with an exercise price of $0.01 and an
option expiration date of December 3, 2023 were granted to each of the
directors.
(1) The amounts in the table reflect the grant date fair value of option
awards to the named directors in accordance with Accounting Standards
Codification Topic 718. The ultimate values of the options awards to
directors generally will depend on the future market price of our
common stock, which cannot be forecasted with reasonable accuracy. The
actual value, if any that an optionee will realize upon exercise of an
option will depend on the excess of the market value of the common
stock over the exercise price on the date the option is exercised.
(2) During the year ended March 31, 2014, Mr. Nicolaysen, who also served
as our Chief Executive Officer until August 20, 2014, received $10,000
pursuant to a consulting agreement with the Company. This compensation
is disclosed in the Executive Compensation Table above.
EMPLOYMENT AGREEMENTS
The Company does not have any employment agreements in place with its officers
at this time.
COMPENSATION PURSUANT TO PLANS
STOCK OPTION PLAN
In 2012, our Board adopted the 2012 Stock Incentive Plan (the "Stock Incentive
Plan"). The Stock Incentive Plan authorizes us to reserve shares for future
grants under it, of which shares remain available for issuance.
17
EQUITY COMPENSATION PLAN INFORMATION
AS OF September 19, 2014
NUMBER OF
SECURITIES
REMAINING
AVAILABLE FOR
FUTURE
NUMBER OF ISSUANCE
SECURITIES UNDER
TO BE ISSUED WEIGHTED-AVERAGE EQUITY
UPON EXERCISE EXERCISE COMPENSATION
OF PRICE OF PLANS
OUTSTANDING OUTSTANDING (EXCLUDING
OPTIONS, OPTIONS, SECURITIES
WARRANTS AND WARRANTS AND REFLECTED IN
RIGHTS RIGHTS COLUMN (A))
PLAN CATEGORY (A) (B) (C)
-------------------------------------------------------------------------------- --------------- ---------------
Equity compensation plans approved by security holders 0 $ 0 0
Equity compensation plans not approved by security holders 0 $ 0 12,000,000
--------------- --------------- ---------------
TOTAL 0 0 0
=============== =============== ===============
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee; all decisions on the
compensation of executive officers of the Company are made by the full board of
directors.
18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP
The following table sets forth as of September 19, 2014, certain information
regarding beneficial ownership of the common stock, held by each person known by
us to own beneficially more than 5% of the Common Stock, each of our directors,
each of the executive officers named in the Summary Compensation Table.
% OF
NUMBER OF COMMON STOCK TOTAL
SHARES OF ISSUED & VOTING
NAME COMMON OUTSTANDING (1) PERCENTAGE
-----------------------------------------------------------------------------
Terex Energy Corp. (3) 129,851,356 52% 52%
OFFICERS & DIRECTORS:
Donald Walford, Chief Executive 129,851,356 52% 52%
Officer & Director (3)
Martin Gottlob, Director (3) 129,851,356 52% 52%
Jon Nicolaysen Director (6) 700,000 <1% <1%
Jeffrey B. Bennett (2) 5,003,000 <2% <2%
---------------------------------------------
Directors/Officers as a group 135,554,356 54% 54%
TOTAL
-----------------------
(1) Based upon 249,914,171 shares of common stock issued and outstanding on
September 19, 2014.
(2) Includes Warrants for 5,000,000 shares @ $.01 preshare exercisable for 3
years
(3) Includes Terex Energy Corp., of which such person is a Director/Officer
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(s)
forms they file.
The following persons failed to file forms on a timely basis during the past two
fiscal years as required under Section 16(a) as follows:
None are known to the company
SHAREHOLDER PROPOSALS
Any shareholder proposal that properly may be included in proxy solicitation
materials for a meeting of shareholders must be received by the Company a
reasonable time prior to the date voting instructions or proxy materials are
mailed to shareholders. Any such proposal must comply with Rule 14c-8 of
Regulation 14C of the proxy rules of the Securities and Exchange Commission.
Shareholder proposals should be addressed to the Secretary of the Company.
19
BOARD RECOMMENDATION OF PROPOSALS
The Board of Directors of the Company voted unanimously to implement the
Proposed Amendments. The Board of Directors believes that the Amendment will
serve the Company's current business. The Company is not expected to experience
any tax consequence as a result of the Amendments.
DISTRIBUTION
We will deliver only one Information Statement to multiple security holders
sharing an address unless we have received contrary instructions from one or
more of such security holders sharing an address Also, we will promptly deliver
a separate copy of this Information Statement and future stockholder
communication documents to any security holder at a shared address to which a
single copy of this Information Statement was delivered, or deliver a single
copy of this Information Statement and future stockholder communication
documents to any security holder or holders sharing an address to which multiple
copies are now delivered, upon written request to us at 520 Zang Street, STE
250, Broomfield, CO 80021, or by telephone request at (720) 502-4483.
Security holders may also address future requests regarding delivery of
information statements by contacting us at the address or telephone number set
forth in the foregoing paragraph.
WHERE YOU CAN FIND MORE INFORMATION
Additional information about us is contained in our periodic and current reports
filed with the Commission. These reports, their accompanying exhibits and other
documents filed with the Commission may be inspected without charge at the
Public Reference Section of the Commission at 100 F Street, NE, Washington, DC
20549. Copies of such material may also be obtained from the Commission at
prescribed rates. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding public
companies that file reports with the Commission. Copies of these reports may be
obtained from the Commission's EDGAR archives at http://ww.sec.gov./index.htm,
or at other Internet Websites such as www.freeedgar.com.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter other than
those described in this Information Statement has been presented for the consent
of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO DONALD WALFORD, CHIEF EXECUTIVE
OFFICER OF THE COMPANY, AT RANCHER ENERGY CORP., 520 ZANG STREET, STE 250
BROOMFIELD, CO, 80021 AND ITS TELEPHONE NUMBER IS (720) 502-4483. A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE.
RANCHER ENERGY CORP.
By: /S/ Donald Walford
-----------------------------
Donald Walford
Chief Executive Officer
20
EXHIBIT A
Rancher Energy
Amendment to the Articles
1. Name of corporation: Rancher Energy Corp.
2. The articles have been amended as follows: (provide article numbers, if
available) Article IV: The 1st paragraph is deleted and substituted therefore is
the following a) The total number of shares of stock which the Corporation shall
have authority to issue is Three Hundred Twenty Five Million (325,000,000); Two
Hundred Seventy Five Million shares (275,000,000) which are designated as Common
Shares, $.00l par value per share with voting rights of one vote per one common
share, and Fifty Million (50,000,000) of which are designated as Preferred
Stock, $.001 par value, which may be subdivided into various classes or Series
with Rights, Privileges and Preferences to be hereafter determined and
designated by the Board of Directors, in it sole discretion. (Please see
attachment)
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation, have voted in favor of the amendment is:
4. Effective date and time of filing: (optional) Date: Time: (must not be later
than 90 days after the certificate is filed)
5. Signature: (required) X
SIGNATURE OF OFFICER
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless to
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected.
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.
Nevada Secretary of State Amend Profit-After
Revised: 11-27-13
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
CERTIFICATE OF AMENDMENT /
(PURSUANT TO NRS 78.385 AND 78.390) /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
****
EXHIBIT B
T-Rex Oil, Inc.
Articles of Incorporation
Document must be filed electronically. Colorado Secretary of State
Paper documents are not accepted. Date and Time:09/02/2014 10:25 aM
ID Number: 20141537916
Fees & forms are subject to change. Document number: 20141537916
Amount Paid: $1.00
For more information or to print
copies of filed documents, visit
www.sos.state.co.us ABOVE SPACE FOR OFFICE USE ONLY
ARTICLES OF INCORPORATION FOR A PROFIT CORPORATION
filed pursuant to ss. 7-102-101 and ss. 7-102-102 of the
Colorado Revised Statutes (C.R.S.)
1. The domestic entity name for the corporation is
T-Rex Oil, Inc.
-----------------------------------------------------------.
(Caution: The use of certain terms or abbreviations are restricted by law. Read
instructions for more information.)
2. The principal office address of the corporation's initial principal office is
Street address 520 Zang Street
-----------------------------------------
(Street number and name)
Ste 250
-----------------------------------------
Broomfield, CO 80021
-----------------------------------------
(City) (State) (ZIP/Postal Code)
UNITED STATES
-------------------------- --------------
(Province - if applicable) (Country)
Mailing address
(leave blank if same as -----------------------------------------
street address) (Street number and name or Post Office
Box information)
-----------------------------------------
(City) (State) (ZIP/Postal Code)
-------------------------- --------------
(Province - if applicable) (Country)
3. The registered agent name and registered agent address of the corporation's
initial registered agent are
Name Littman Michael
(if an individual) -----------------------------------------
(Last) (First) (Middle) (Suffix)
or
(if an entity) -----------------------------------------
(Caution: Do not provide both an individual and an entity name.)
Street address 7609 Ralston Road
-----------------------------------------
(Street number and name)
Arvada, CO 80002
-----------------------------------------
(City) (State) (ZIP/Postal Code)
Mailing address
(leave blank if same as -----------------------------------------
street address) (Street number and name or Post Office
Box information)
-----------------------------------------
(City) (State) (ZIP/Postal Code)
Page 1 of 3
(The following statement is adopted by marking the box.)
/_X_/ The person appointed as registered agent above has consented to being so
appointed.
4. The true name and mailing address of the incorporator are
Name Littman Michael
(if an individual) -----------------------------------------
(Last) (First) (Middle) (Suffix)
or
(if an entity) -----------------------------------------
(Caution: Do not provide both an individual and an entity name.)
Mailing address 7609 Ralston Road
-----------------------------------------
(Street number and name)
Arvada, CO 80002
-----------------------------------------
(City) (State) (ZIP/Postal Code)
UNITED STATES
-------------------------- --------------
(Province - if applicable) (Country)
(If the following statement applies, adopt the statement by marking the box and
include an attachment.)
/___/ The corporation has one or more additional incorporators and the name and
mailing address of each additional incorporator are stated in an attachment.
5. The classes of shares and number of shares of each class that the corporation
is authorized to issue are as follows.
/___/ The corporation is authorized to issue ___________ common shares that
shall have unlimited voting rights and are entitled to receive the net assets of
the corporation upon dissolution.
/_X_/ Information regarding shares as required by section 7-106-101, C.R.S., is
included in an attachment.
6. (If the following statement applies, adopt the statement by marking the box
and include an attachment.)
/_X_/ This document contains additional information as provided by law.
7. (Caution: Leave blank if the document does not have a delayed effective date.
Stating a delayed effective date has significant legal consequences. Read
instructions before entering a date.)
(If the following statement applies, adopt the statement by entering a date and,
if applicable, time using the required format.)
The delayed effective date and, if applicable, time of this document is/are
______________________________.
(mm/dd/yyyy hour:minute am/pm)
Notice:
Causing this document to be delivered to the Secretary of State for filing shall
constitute the affirmation or acknowledgment of each individual causing such
delivery, under penalties of perjury, that the document is the individual's act
and deed, or that the individual in good faith believes the document is the act
and deed of the person on whose behalf the individual is causing the document to
be delivered for filing, taken in conformity with the requirements of part 3 of
article 90 of title 7, C.R.S., the constituent documents, and the organic
statutes, and that the individual in good faith believes the facts stated in the
document are true and the document complies with the requirements of that Part,
the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be
delivered to the Secretary of State, whether or not such individual is named in
the document as one who has caused it to be delivered.
Page 2 of 3
8. The true name and mailing address of the individual causing the document to
be delivered for filing are
Littman Michael
-----------------------------------------
(Last) (First) (Middle) (Suffix)
7609 Ralston Road
-----------------------------------------
(Street number and name)
Arvada, CO 80002
-----------------------------------------
(City) (State) (ZIP/Postal Code)
UNITED STATES
-------------------------- --------------
(Province - if applicable) (Country)
(If the following statement applies, adopt the statement by marking the box and
include an attachment.)
/___/ This document contains the true name and mailing address of one or more
additional individuals causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet, and any related instructions, are not intended to provide
legal, business or tax advice, and are furnished without representation or
warranty. While this form/cover sheet is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form/cover sheet. Questions should be addressed to the user's legal,
business or tax advisor(s).
Page 3 of 3
The total number of shares of stock which the Corporation shall have authority
to issue is Three Hundred Twenty Five Million (325,000,000); of which Two
Hundred Seventy Five Million shares (275,000,000) are designated as Common
Shares, $0.001 par value per share, and of which Fifty Million (50,000,000) are
designated as Preferred Stock, $0.001 par value, which may be subdivided into
various Classes or Series with Rights, Privileges and Preferences to be
hereafter determined and designated by the Board of Directors, in the Boards
sole discretion in the exercise of its business judgment by filing a Certificate
of Designation for each separate Class or Series, containing such Rights,
Privileges and Preferences.
"Any action required or permitted by Colorado Revised Statutes to be taken at a
shareholder meeting may be taken without a meeting, if the shareholders holding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all of the shares
entitled to vote thereon were present and voted, consent to such action in
writing. Effectiveness of such action shall be as provided in Colorado Revised
Statutes except when the requirements of Section 14 of the Securities Exchange
Act of 1934 specify otherwise. Record date for determining shareholders entitled
to take action, or entitled to be given notice under CRS 7-107-104 (as it may be
amended) is the date the corporation first receives a writing upon which the
action is taken pursuant to written consent of a majority of shareholders."
EXHIBIT C
T-Rex Oil, Inc.
Bylaws
BY-LAWS
OF
T-REX OIL, INC.,
A COLORADO CORPORATION
ARTICLE I
The initial principal office of the Corporation shall be in Arvada,
Colorado. The Corporation may have offices at such other places within or
without the State of Colorado as the Board of Directors may from time to time
establish.
ARTICLE II
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken in
connection with corporate action, by any provisions of the statutes of the
Certificate of Incorporation, the meeting and vote of stockholders may be
dispensed with, if a majority of the stockholders who should have been entitled
to vote upon the action if such meeting were held, shall consent in writing to
such corporate action being taken, as allowed.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business of the Corporation shall be
managed by the Board of Directors, except as otherwise provided by statute or by
the Articles of Incorporation.
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of up to seven (7) members. This number may be increased only by the
vote or written consent of the holders of fifty-one (51) percent of the stock of
the Corporation outstanding and entitled to vote. The current number of
Directors shall be determined by the Board of Directors at its annual meeting.
No Director need be a stockholder. The initial Board of Directors needs only to
be one persons until multiple shareholders have been obtained.
Section 3. ELECTION AND TERM OF OFFICE. The Directors shall be elected
annually by the stockholders, and shall hold office until their successors are
respectively elected and qualified.
Election of Directors need not be by ballot.
Section 4. COMPENSATION. The members of the Board of Directors shall be
paid a fee of $500.00 for attendance at all annual, regular, special and
adjourned meetings of the Board. No such fee shall be paid any director if
absent. Any director of the Corporation may also serve the Corporation in any
other capacity, and receive compensation therefore in any form. Members of
special or standing committees may be allowed like compensation for attending
committee meetings.
Section 5. REMOVAL AND RESIGNATIONS. The stockholders may, at any
meeting called for the purpose, by vote of a majority of the capital stock
issued and outstanding, remove any directors from office, with or without cause;
provided however, that no director shall be removed in case the vote of a
1
sufficient number of shares are cast against his removal, which if cumulatively
voted at any election of directors would be sufficient to elect him, if
cumulative voting is allowed by the Articles of Incorporation.
Section 6. VACANCIES. Any vacancy occurring in the office of director
may be filled by appointment approved by a majority of the directors then in
office, though less than a quorum, and the directors so chosen shall hold office
until the next annual election and until their successors are duly elected and
qualified, unless sooner displaced.
When one or more directors resign from the Board, effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have power of appointment to fill such vacancy or vacancies, the
vote thereon to be effective when such resignation or resignations become
effective.
ARTICLE IV
MEETINGS OF BOARD OF DIRECTORS
Section 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors may be held without call or formal notice immediately after and at the
same place as the annual meeting of the stockholders or any special meeting of
the stockholders at such places within or without the State of Colorado and at
such times as the Board may by vote from time to time determine.
Section 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any place whether within or without the State of Colorado at any
time when called by the President, Treasurer, Secretary or two or more
directors. Notice of the time and place thereof shall be given to each director
at least three (3) days before the meeting if by mail or at least twenty-four
hours if in person or by telephone or e-mail. A waiver of such notice in
writing, signed by the person or persons entitled to said notice, either before
or after the time stated therein, shall be deemed equivalent to such notice.
Notice of any adjourned meeting of the Board of Directors need not be given.
Section 3. QUORUM. The presence, at any meeting, of one-third of the
total number of directors, but in no case less than two (2) directors, shall be
necessary and sufficient to constitute a quorum for the transaction of business
except as otherwise required by statute or by the Certificate of Incorporation,
the act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. In the absence of a quorum,
a majority of the directors present at the time and place of any meeting may
adjourn such meeting from time to time until a quorum be present.
Section 4. a. CONSENT OF DIRECTORS IN LIEU OF MEETING. Any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting, if to
authorize such action a written consent thereto is signed by all members of the
Board or committee, and such written consent is filed within the minutes of the
Corporation.
b. The Board of Directors may hold regular or special
meetings by telephone conference call, provided that any resolutions adopted
shall be recorded in writing within 3 days of such telephone conference, and
written ratification of such resolutions by the directors shall be provided
within 30 days thereafter.
ARTICLE V
COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of two
or more of the directors of the Corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
2
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
The committees of the Board of Directors shall keep regular minutes of
their proceedings and report the same to the Board of Directors when required.
ARTICLE VI
OFFICERS
Section 1. DESIGNATED OFFICERS. The Corporation shall have a Chief
Executive Officer who may also be President, a Chief Financial Officer, one or
more Vice Presidents, a Secretary and a Treasurer, and such other officers,
agents and factors as may be deemed necessary by the Board. One person may hold
any two offices except the offices of President and Vice President and the
offices of President and Secretary.
Section 2. APPOINTMENT, TERM OF OFFICE AND QUALIFICATION. The officers
specifically designated in Section 1 of this Article VI shall be chosen annually
and appointed by the Board of Directors and shall hold office until their
successors are chosen and qualified. No officer need be a director.
Section 3. SUBORDINATE OFFICERS. The Board of Directors from time to
time may appoint other non-executive officers and agents, including one or more
Assistant Secretaries and one or more Assistant Treasurers, each of whom shall
hold office for such period, have such authority and perform such ministerial
duties as are provided in these By-Laws or as the Board of Directors from time
to time may determine. The Board of Directors may delegate to any office the
power to appoint any such subordinate officers, agents and factors and to
prescribe their respective authorities and duties.
Section 4. REMOVALS AND RESIGNATIONS. The Board of Directors may at any
meeting called for the purpose, by vote of a majority of their entire number,
remove from office any officer or agent of the Corporation, or any member of any
committee appointed by the Board of Directors.
The Board of Directors may at any meeting, by vote of a majority of the
directors present at such meeting, accept the resignation of any officer of the
Corporation.
Section 5. VACANCIES. Any vacancy occurring in the office of President,
Vice President, Secretary, Treasurer or any other office by death, resignation,
removal or otherwise shall be filled for the expired portion of the term in the
manner prescribed by these By-Laws for the regular election or appointment to
such office.
Section 6. THE PRESIDENT. The President shall manage the staff of the
Corporation and, subject to the direction and under the supervision of the Board
of Directors, shall have general charge of the business, affairs and property of
the Corporation, and control over its officers, agents and employees. The
President shall preside at all meetings of the stockholders and of the Board of
Directors at which he is present. The President shall do and perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these By-Laws or by the Board of Directors.
Section 7. THE VICE PRESIDENT. At the request of the President or in
the event of his absence or disability, the Vice President, or in case there
shall be more than one Vice President, the Vice President designated by the
President, or in the absence of such designation, the Vice President designated
by the Board of Directors, shall perform all the duties of the President, and
when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the President. Any Vice President shall perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these By-Laws or by the Board of Directors, or the President.
3
Section 8. THE SECRETARY. The Secretary shall:
a. Record all the proceedings of the meetings of the Corporation and
directors in a book to be kept for that purpose;
b. Have charge of the stock ledger (which may, however, be kept by any
transfer agent or agents of the Corporation under the direction of the
Secretary), an original or duplicate of which shall be kept at the principal
office or place of business of the Corporation in the State of Colorado;
c. Prepare and make, at least ten (10) days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order;
d. See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by statute;
e. Be custodian of the records of the Corporation and the Board of
Directors, and of the seal of the Corporation, and see that the seal is affixed
to all stock certificates prior to their issuance and to all documents, the
execution of which on behalf of the Corporation under its seal have been duly
authorized;
f. See that all books, reports, statements, certificates and the other
documents and records required by law to be kept or filed are properly kept or
filed; and
g. In general, perform all duties and have all powers incident to the
office of Secretary and perform such other duties and have such powers as from
time to time may be assigned to him by these By-Laws or by the Board of
Directors or the President.
Section 9. THE TREASURER. The Treasurer shall:
a. Act as Chief Financial Officer unless the Board bifurcates the job
descriptions by resolution.
b. Have supervision over the funds, securities, receipts, and
disbursements of the Corporation;
c. Cause all monies and other valuable effects of the Corporation to be
deposited in its name and to its credit, in such depositories as shall be
selected by the Board of Directors or pursuant to authority conferred by the
Board of Directors.
d. Cause the funds of the Corporation to be disbursed by checks or
drafts upon the authorized depositories of the Corporation, when such
disbursements shall have been duly authorized;
e. Cause to be taken and preserved proper vouchers for all monies
disbursed;
f. Cause to be kept at the principal office of the Corporation correct
books of account of all its business and transactions;
g. Render to the President or the Board of Directors, whenever
requested, an account of the financial condition of the Corporation and of his
transactions as Treasurer;
h. Be empowered to require from the officers or agents of the
Corporation reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation; and
i. In general, perform all duties and have all powers incident to the
office of Treasurer and perform such other duties and have such power as from
time to time may be assigned to him by these By-Laws or by the Board of
Directors or President.
4
Section 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers shall have such duties as from
time to time may be assigned to them by the Board of Directors or the President.
Section 11. SALARIES. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed in accordance with the
provisions of Section 3 of this Article VI. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
Section 12. SURETY BOND. The Board of Directors may secure the fidelity
of any or all of the officers of the Corporation by bond or otherwise.
ARTICLE VII
EXECUTION OF INSTRUMENTS
Section 1. EXECUTION OF INSTRUMENTS GENERALLY. All documents or
writings of any nature shall be signed, executed, verified, acknowledged and
delivered by such officer or officers or such agent of the Corporation and in
such manner as the Board of Directors from time to time may determine.
Section 2. CHECKS, DRAFTS, ETC. All notes, drafts, acceptances, checks,
endorsements, and all evidence of indebtedness of the corporation whatsoever,
shall be signed by such officer or officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from time to time may
determine. Endorsements for deposit to the credit of the Corporation in any of
its duly authorized depositories shall be made in such manner as the Board of
Directors from time to time may determine.
Section 3. PROXIES. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
President or Vice President and the Secretary or Assistant Secretary of the
Corporation or by any other person or persons duly authorized by the Board of
Directors.
ARTICLE VIII
Section 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed in the name of the
Corporation by the Chairman or Vice President of the Board of Directors, the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation; provided, however, that where
such certificate is signed by a transfer agent or an assistant transfer agent or
by a transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any such Chairman of the Board of Directors, President, Vice
President, Treasurer, Assistant Treasurer, Secretary, or Assistant Secretary may
be facsimile. In case any officer or officers who shall have signed, or whole
facsimile signature or signatures shall have been used thereon, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be such officer or officers of the
Corporation, and any such delivery shall be regarded as an adoption by the
Corporation of such certificate or certificates.
Certificates of stock shall be in such form as shall, in conformity to
law, be prescribed from time to time by the Board of Directors.
5
Section 2. TRANSFER OF STOCK. Shares of stock of the Corporation shall
only be transferred on the books of the Corporation by the holder of record
thereof or by his attorney duly authorized in writing, upon surrender to the
Corporation of the certificates for such shares endorsed by the appropriate
person or persons, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and accompanied by all necessary stock transfer tax stamps. In that
event, it shall be the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
on its books.
Section 3. RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS.
Prior to the surrender to the Corporation of the certificates for shares of
stock with a request to record the transfer of such shares, the Corporation may
treat the registered owner as the person entitled to receive dividends, to vote,
to receive notifications, and otherwise to exercise all the rights and powers of
an owner.
Section 4. CLOSING STOCK TRANSFER BOOK. The Board of Directors may
close the Stock Transfer Book of the Corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of the stockholders or the
date for payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go into
effect or for a period of not exceeding (50) days in connection with obtaining
the consent of stockholders for any purpose. However, in lieu of closing the
Stock Transfer Book, the Board of Directors may fix in advance a date, not
exceeding fifty (50) days preceding the date of any meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 5. LOST, DESTROYED AND STOLEN CERTIFICATES. Where the owner of
a Certificate for shares claims that such certificate has been lost, destroyed
or wrongfully taken, the Corporation shall issue a new certificate in place of
the original certificate if the owner (a) so requests before the Corporation has
notice that the shares have been acquired by a bona fide purchaser; (b) files
with the Corporation a sufficient indemnity bond unless waived by Board
Resolution; and (c) satisfies such other reasonable requirements, including
evidence of such loss, destruction, or wrongful taking, as may be imposed by the
Corporation.
ARTICLE IX
DIVIDENDS
Section 1. SOURCES OF DIVIDENDS. The directors of the Corporation,
subject to any restrictions contained in the statutes and Certificate of
Incorporation, may declare and pay dividends upon the shares of the capital
stock of the Corporation either (a) out of its new assets in excess of its
capital, or (b) in case there shall be no such excess, out of its net profits
for the fiscal year then current or the current and preceding fiscal year.
Section 2. RESERVES. Before the payment of any dividend, the directors
of the Corporation may set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose, and the
directors may abolish any such reserve in the manner in which it was created.
Section 3. RELIANCE ON CORPORATE RECORDS. A director shall be fully
protected in relying in good faith upon the books of account of the Corporation
or statements prepared by any of its officials as to the value and amount of the
assets, liabilities and net profits of the Corporation, or any other facts
6
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid.
Section 4. MANNER OF PAYMENT. Dividends may be paid in cash, in
property, or in shares of the capital stock of the Corporation at par.
ARTICLE X
SEAL
The Corporate seal, may be a stamp and, shall be in the form of a
circle and shall bear the name of the Corporation and shall indicate its
formation under the laws of the State of Colorado. Such seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. No document shall be invalidated by the lack of a Seal.
ARTICLE XI
FISCAL YEAR
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the calendar year.
ARTICLE XII
AMENDMENTS
Section 1. BY THE STOCKHOLDERS. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, these By-Laws may be amended
or repealed, or new By-Laws may be made and adopted by a majority vote of all
the stock of the Corporation issued and outstanding and entitled to vote at any
annual or special meeting of the stockholders, provided that notice of intention
to amend shall have been contained in the notice of meeting.
Section 2. BY THE DIRECTORS. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, these By-Laws, including
amendments adopted by the stockholders, may be amended or repealed by a majority
vote of the whole Board of Directors at any regular or special meeting of the
Board, provided that the stockholders may from time to time specify particular
provisions of the By-Laws which shall not be amended by the Board of Directors.
ARTICLE XIII
INDEMNIFICATION
The Board of Directors hereby adopt the provisions of C.R.S. 7-3-101
(as it may be amended from time to time) relating to Indemnification and
incorporates such provisions by this reference as fully as if set forth herein.
Duly Adopted ___________, 2014
By: __________________________
President & Director
7
EXHIBIT D
Colorado Statement of Merger
Document processing fee
If document is filed on paper $150.00
If document is filed electronically Currently Not Available
Fees & forms/cover sheets are
subject to change.
To file electronically, access instructions
for this form/cover sheet and other
information or print copies of filed
documents, visit www.sos.state.co.us
and select Business.
Paper documents must be typewritten or machine printed.
STATEMENT OF MERGER
(SURVIVING ENTITY IS A DOMESTIC ENTITY)
filed pursuant to ss. 7-90-203.7 of the Colorado Revised Statutes (C.R.S.)
1. For each merging entity, its ID number (if applicable), entity name or true
name, form of entity, jurisdiction under the law of which it is formed, and
principal address are
ID Number C2559-2004
---------------------------------------
(Colorado Secretary of State ID number)
Entity name or true name Rancher Energy Corp.
---------------------------------------
Form of entity Corporation
---------------------------------------
Jurisdiction Nevada
---------------------------------------
Street address 520 Zang Street
---------------------------------------
(Street number and name)
Suite 250
---------------------------------------
Broomfield, CO 80021
---------------------------------------
(City) (State) (Zip/Postal Code)
USA
-------------------------- ------------
(Province - if applicable) (Country)
Mailing address
(leave blank if same
as street address)
-----------------------------------------
(Street number and name)
-----------------------------------------
(City) (State) (ZIP/Postal Code)
-------------------------- --------------
(Province - if applicable) (Country)
================================================================================
ID Number
---------------------------------------
(Colorado Secretary of State ID number)
Entity name or true name
---------------------------------------
Form of entity
---------------------------------------
Jurisdiction
---------------------------------------
Page 1 of 4
Street address
---------------------------------------
(Street number and name)
---------------------------------------
---------------------------------------
(City) (State) (Zip/Postal Code)
-------------------------- ------------
(Province - if applicable) (Country)
Mailing address
(leave blank if same
as street address)
-----------------------------------------
(Street number and name)
-----------------------------------------
(City) (State) (ZIP/Postal Code)
-------------------------- --------------
(Province - if applicable) (Country)
================================================================================
ID Number
---------------------------------------
(Colorado Secretary of State ID number)
Entity name or true name
---------------------------------------
Form of entity
---------------------------------------
Jurisdiction
---------------------------------------
Street address
---------------------------------------
(Street number and name)
---------------------------------------
---------------------------------------
(City) (State) (Zip/Postal Code)
-------------------------- ------------
(Province - if applicable) (Country)
Mailing address
(leave blank if same
as street address)
-----------------------------------------
(Street number and name)
-----------------------------------------
(City) (State) (ZIP/Postal Code)
-------------------------- --------------
(Province - if applicable) (Country)
(if the following statement applies, adopt the statement by marking the box and
include an attachment.)
/__/ There are more than three merging entities and the ID number (if
applicable), entity name or true name, form of entity, jurisdiction under the
law of which it is formed, and the principal address of each additional merging
entity is stated in an attachment.
2. For the surviving entity, its entity ID number (if appplicable), entity name
or true name, form of entity, jurisdiction under the law of which it is formed,
and principal address are
ID Number 2014 1537916
---------------------------------------
(Colorado Secretary of State ID number)
Entity name or true name T-Rex Oil, Inc.
---------------------------------------
Page 2 of 4
Form of entity Corporation
---------------------------------------
Jurisdiction Colorado
---------------------------------------
Street address 520 Zang Street
---------------------------------------
(Street number and name)
Suite 250
---------------------------------------
Broomfield, CO 80021
---------------------------------------
(City) (State) (Zip/Postal Code)
USA
-------------------------- ------------
(Province - if applicable) (Country)
Mailing address
(leave blank if same
as street address)
-----------------------------------------
(Street number and name)
-----------------------------------------
(City) (State) (ZIP/Postal Code)
-------------------------- --------------
(Province - if applicable) (Country)
3. Each mergining entity has been merged into the surviving entity.
4. (If the following statement applies, adopt the statement by marking the box.)
/__/ The plan of merger provides for amendments to a constituent filed document
of the surviving entity and an appropriate statement of change or other document
effecting the amendments will be delivered to the Secretary of State for filing
pursuant to Part 3 of Article 90 of Title 7, C.R.S.
5. (If the following statement applies, adopt the statement by marking the box
and state the appropriate document number(s).)
/__/ One of more of the merging entities is a registrant of a trademark
described in a filed document in the records of the secretary of state and the
document number of each filed document is
Document number _________________________
Document number _________________________
Document number _________________________
(If the following statement applies, adopt the statement by marking the box and
include an attachment.)
/__/ There are more than three trademarks and the documetn number of each
additional trademark is stated in an attachment.
6.(If the following statement applies, adopt the statement by marking the box
and include an attachment.)
/__/ This document contains additional information as provided by law.
7. (Caution: Leave blank if the document does not have a delayed effective date.
Stating a delayed effective date has significant legal consequences. Read
instructions before entering a date.)
(If the following statement applies, adopt the statement by enetering a date
and, if applicable, time using the required format.)
The delayed effective date and, if applicable, time of this document are
_____________________________
(mm/dd/yyy hour:minute am/pm)
Page 3 of 4
Notice:
Causing this document to be delivered to the Secretary of State for filing shall
constitute the affirmation or acknowledgment of each individual causing such
delivery, under penalties of perjury, that such document is such individual's
act and deed, or that such individual in good faith believes such document is
the act and deed of the person on whose behalf such individual is causing such
document to be delivered for filing, taken in conformity with the requirements
of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent
documents and the organic statutes, and that such individual in good faith
believes the facts stated in such document are true and such document complies
with the requirements of that Part, the constituent documents, and the organic
statutes.
This perjury notice applies to each individual who causes this document to be
delivered to the Secretary of State, whether or not such individual is
identified in this document as one who has caused it to be delivered.
8. The true name and mailing address of the individual causing this document to
be delivered for filing are
Littman Michael
-----------------------------------------
(Last) (First) (Middle) (Suffix)
7609 Ralston Road
-----------------------------------------
(Street number and name)
Arvada, CO 80002
-----------------------------------------
(City) (State) (ZIP/Postal Code)
-----------------------------------------
(Province - if applicable) (Country)
(If applicable, adopt the following statement by marking the box and include an
attachment.)
/__/ This document contains the true name and mailing address of one or more
additional individuals causing the document to be delivered for filing.
DISCLAIMER:
This form/cover sheet, and any related instructions, are not intended to provide
legal, business or tax advice, and are furnished without representation or
warranty. While this form/cover sheet is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form/cover sheet. Questions should be addressed to the user's legal,
business or tax advisor(s).
Page 4 of 4
EXHIBIT E
Nevada Merger Statement
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
ARTICLES OF MERGER /
(PURSUANT TO NRS 92A.200) /
PAGE 1 /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS CHAPTER 92A)
1) Name and jurisdiction of organization of each constituent entity (NRS
92A.200):
/__/ If there are more than four merging entities, check box and attach an 8
1/2" x 11" blank sheet containing the required information for each additonal
entity from article one.
Rancher Energy Corp.
-----------------------------------------------------------------------
Name of merging entity
Nevada Corporation
------------------------------------- -----------------------
Jurisdiction Entity type*
-----------------------------------------------------------------------
Name of merging entity
------------------------------------- -----------------------
Jurisdiction Entity type*
-----------------------------------------------------------------------
Name of merging entity
------------------------------------- -----------------------
Jurisdiction Entity type*
-----------------------------------------------------------------------
Name of merging entity
------------------------------------- -----------------------
Jurisdiction Entity type*
and
T-Rex Oil, Inc.
-----------------------------------------------------------------------
Name of surviving entity
Colorado Corporation
------------------------------------- -----------------------
Jurisdiction Entity type*
*Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing Fee: $350.00
This form must be accompannied by appropriate fees.
Nevada Secretary of State 92A Merger Page 1
Revised: 8-31-11
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
ARTICLES OF MERGER /
(PURSUANT TO NRS 92A.200) /
PAGE 2 /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
2) Forwarding address where copies of process may be sent by the Secretary of
State of Nevada (if a foreign entity is the survivor in the merger - NRS
92A.190):
Attn: Donald Walford
c/o: 520 Zang Street, Ste 250,
Broomfield, CO 80021
3) Choose one:
/_X_/ The undersigned declares that a plan of merger has been adopted by each
constituent entity (NRS 92A.200).
/__/ The undersigned declares that a plan of merger has been adopted by the
parent domestic entity (NRS 92A.180).
4) Owner's approval (NRS 92A.200) (options a, b or c must be used, as
applicable, for each entity):
/__/ If there are more than four merging entities, check box and attach an 8
1/2" x 11" blank sheet containing the required information for each additonal
entity from the appropriate section of article four.
(a) Owner's approval was not required from
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
and, or;
T-Rex Oil, Inc.
-------------------------------------------
Name of surviving entity, if applicable
This form must be accompannied by appropriate fees.
Nevada Secretary of State 92A Merger Page 2
Revised: 8-31-11
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
ARTICLES OF MERGER /
(PURSUANT TO NRS 92A.200) /
PAGE 3 /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(b) The plan was approved by the required consent of the owners of*:
Rancher Energy Corp.
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
and, or;
-------------------------------------------
Name of surviving entity, if applicable
*Unless otherwise provided in the certificate of trust or governing instrument
of a business trust, a merger must be approved by all the trustees and
beneficial owners of each business trust that is a constituent entity in the
merger.
This form must be accompannied by appropriate fees.
Nevada Secretary of State 92A Merger Page 3
Revised: 8-31-11
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
ARTICLES OF MERGER /
(PURSUANT TO NRS 92A.200) /
PAGE 4 /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporaiton and by
each public officer or other person whose approval of the plan of merger is
required by the articles of incorporation of the domestic corporation.
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
-------------------------------------------
Name of merging entity, if applicable
and, or;
-------------------------------------------
Name of surviving entity, if applicable
This form must be accompannied by appropriate fees.
Nevada Secretary of State 92A Merger Page 4
Revised: 8-31-11
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
ARTICLES OF MERGER /
(PURSUANT TO NRS 92A.200) /
PAGE 5 /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
5) Amendments, if any, to the articles or certificate of the surviving entity.
Provide article numbers, if available. (NRS 92A.200)*:
NONE
6) Location of Plan of Merger (check a or b):
/___/ (a) The entire plan of merger is attached;
or,
/_X_/ The entire plan of merger is on file at the registered office of the
surviving corporation, limited-liability company or business trust, or at the
records office address if a limited partnership, or other place of business of
the surviving entity (NRS 92A.200).
7) Effective date and time of filing: (optional) (must not be later than 90 days
after the certificate is filed)
Date: October 2014 Time: 5PM PDT
* Amended and restated articles may be attached as an exhibit or integrated into
the articles of merger. Please entitle them "Restated" or "Amended and
Restated," accordingly. The form to accompany restated articles prescribed by
the secretary of state must accompany the amended and/or restated articles.
Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning
90% or more of subsidiary), the articles of merger may not contain amendments to
the constituent documents of the surviving entity except that the name of the
surviving entity may be changed.
This form must be accompannied by appropriate fees.
Nevada Secretary of State 92A Merger Page 5
Revised: 8-31-11
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4520
(775) 684-5708
WEBSITE: WWW.NVSOS.GOV
----------------------------------------
ARTICLES OF MERGER /
(PURSUANT TO NRS 92A.200) /
PAGE 6 /
----------------------------------------
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
8) Signatures - Must be signed by: An officer of each Nevada corporation; All
general partners of each Nevada limited partnership; All general partners of
each Nevada limited-liability limited partnership; A manager of each Nevada
limited-liability company with managers or one member if there are no managers;
A trustee of each Nevada business trust (NRS 92A.230)*
/__/ If there are more than four merging entities, check box and attach an 8
1/2" x 11" blank sheet containing the required information for each additional
entity from article eight.
Rancher Energy Corp.
----------------------------------------------
Name of merging entity
X CEO
----------------------------------- --------------- -----------------
Signature Title Date
----------------------------------------------
Name of merging entity
X
----------------------------------- --------------- -----------------
Signature Title Date
----------------------------------------------
Name of merging entity
X
----------------------------------- --------------- -----------------
Signature Title Date
----------------------------------------------
Name of merging entity
X
----------------------------------- --------------- -----------------
Signature Title Date
and,
T-Rex Oil, Inc.
----------------------------------------------
Name of surviving entity
X CEO
----------------------------------- --------------- -----------------
Signature Title Date
*The articles of merger must be signed by each foreign constituent entity in the
manner provided by the law governing it (NRS 92A.230). Additional signature
blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit with the
proper fees may cuase this filing to be rejected.
This form must be accompannied by appropriate fees.
Nevada Secretary of State 92A Merger Page 6
Revised: 8-31-11
EXHIBIT F
Plan of Merger
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of _________, 2014, (the "Merger
Agreement"), between Rancher Energy Corp., a Nevada corporation ("REC"), and
T-Rex Oil, Inc., a Colorado corporation ("Merger Co.").
WHEREAS: On the date hereof; REC has authority to issue 325,000,000
shares of stock, $0.001 par value per share, of which
275,000,000 common shares are authorized ("the REC common")
and 50,000,000 Preferred shares are authorized with
249,914,171 common shares issued and outstanding and no
Preferred shares are outstanding;
WHEREAS: On the date hereof, Merger Co. has authority to issue
325,000,000 shares of stock, $0.001 par value per share,
275,000,000 of which are Common Shares (the "Merger Co.
Common") and 50,000,000 Preferred shares are authorized of
which 1,000 shares of common stock are issued and outstanding
and owned by REC; constituting 100% of the issued and
outstanding common stock of Merger Co., and no shares of
Preferred Stock are outstanding;
WHEREAS: The respective Boards of Directors of REC and Merger Co. have
determined that it is advisable and in the best interests of
each of such corporations that they merge into a Merger Co.
pursuant to the Colorado Business Corporation Act, under which
Merger Co. would survive as the Company, by the merger of REC
with and into Merger Co., and with each share of REC Common
Stock outstanding converting into one share of Merger Co.
Common Stock automatically by virtue of the merger;
WHEREAS: Under the respective certificates of incorporation of REC and
Merger Co., the REC Common Stock and Preferred Stock have the
same designations, rights and powers and preferences, and the
qualifications, limitations and restrictions thereof, as the
Merger Co. Common and Preferred Stock which will be exchanged
therefore pursuant to the merger;
WHEREAS: The Boards of Directors of REC and Merger Co. have approved
this Merger Agreement, shareholder approval having been
obtained by written consent pursuant to Nevada Revised
Statutes and Colorado Business Corporation Act, respectively;
WHEREAS: The parties hereto intend that this Merger Agreement shall
constitute a tax-free reorganization pursuant to Section
368(a)(1) of the Internal Revenue Code;
NOW THEREFORE, in consideration of the mutual agreements and covenants herein
contained, REC and Merger Co. hereby agree as follows:
1. Merger. REC shall be merged with and into Merger Co. (the "Merger"),
and Merger Co. shall be the surviving corporation (hereinafter
sometimes referred to as the "Surviving Corporation"). The Merger shall
become effective upon filing of Articles of Merger providing for an
effective date of __________, 2014 with the Secretary of State of the
State of Nevada in accordance with the Nevada Revised Statutes (the
"Effective Time").
2. Certificate of Incorporation of the Surviving Corporation. At the
Effective Time, the Certificate of Incorporation of Merger Co., in
effect immediately prior to the Effective Time, shall continue in full
force and effect as the Certificate of Incorporation of the Surviving
Corporation until amended as provided therein and under the Colorado
Business Corporation Act.
3. Succession. At the Effective Time, the separate corporate existence of
REC shall cease, and Merger Co. be the Surviving Corporation shall
succeed to all of the assets and property (whether real, personal or
mixed), rights, privileges, franchises, immunities and powers of REC,
and Merger Co. shall assume and be subject to all of the duties,
liabilities, obligations and restrictions of every kind and description
of REC, including, without limitation, all outstanding indebtedness of
REC, all in the manner and as more fully set forth in the Colorado
Business Corporation Act, as applicable.
4. Directors. The directors of REC immediately prior to the Effective Time
shall be the directors of the Surviving Corporation, Merger Co., at and
after the Effective Time to serve until the expiration of their
respective terms and until their successors are duly elected and
qualified.
5. Officers. The officers of REC immediately preceding the Effective Time
shall be the officers of the Surviving Corporation Merger Co., at and
after the Effective Time until their successors are duly elected and
qualified.
6. Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:
a. each share of REC Common Stock issued and outstanding
immediately prior to the Effective Time shall be changed and
converted into and shall be one fully paid and non-assessable
share of Merger Co. Common Stock;
b. each share of REC Common Stock held in the treasury of REC
immediately prior to the Effective Time shall be cancelled and
retired;
c. each options, warrant, purchase right, unit or other security
of REC convertible into shares of REC Common Stock shall
become convertible into the same number of shares of Merger
Co. common Stock as such security would have received if the
security had been converted into shares of REC Common Stock
immediately prior to the Effective Time, and Merger Co. shall
reserve for purposes of the exercise of such options,
warrants, purchase rights, units or other securities an equal
number of shares of Merger Co. Common Stock as REC had
reserved; and
d. each share of Merger Co. Common Stock issued and outstanding
in the name of REC immediately prior to the Effective Time
shall be cancelled and retired and resume the status of
authorized and unissued shares of Merger Co. Common Stock.
7. Other Agreements. At the Effective Time, Merger Co. shall assume any
obligation of REC to deliver or make available shares of REC Common
Stock under any agreement or employee benefit plan not referred to in
Paragraph 6 herein to which REC is a party. Any reference to REC Common
Stock under any such agreement or employee benefit plan shall be deemed
to be a reference to Merger Co. Common Stock and one share of Merger
Co. Common Stock shall be issuable in lieu of each share of REC Common
Stock required to be issued by any such agreement or employee benefit
plan, subject to subsequent adjustment as provided in any such
agreement or employee benefit plan.
8. Further Assurances. From time to time, as and when required by the
Surviving Corporation or by its successors or assigns, there shall be
executed and delivered on behalf of REC such deeds and other
instruments, and there shall be taken or caused to be taken by it all
such further and other action, as shall be appropriate, advisable or
necessary in order to vest, perfect or conform, of record or otherwise,
in the Surviving Corporation, the title to and possession of all
property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of REC, and otherwise to carry out the
purposes of this Merger Agreement, and the officers and directors of
the Surviving Corporation are fully authorized, in the name and on
behalf of REC or otherwise, to take any and all such action and to
execute and deliver any and all such deeds and other instruments.
9. Certificates. At and after the Effective Time, all of the outstanding
certificates which immediately prior thereto represented shares of REC
Common or Preferred Stock shall be deemed for all purposes to evidence
ownership of and to represent the respective shares of Merger Co.
Common Stock, as the case may be, into which the shares of REC Common
or Preferred Stock represented by such certificates have been converted
as herein provided and shall be so registered on the books and records
of Merger Co. and its transfer agent. The registered owner of any such
outstanding certificate shall, until such certificate shall have been
surrendered for transfer or otherwise accounted for to Merger Co. or
its transfer agent, have and be entitled to exercise any voting and
other rights with respect to, and to receive any dividends and other
distributions upon, the shares of Merger Co. Common or Preferred Stock,
as the ease may be, evidenced by such outstanding certificate, as above
provided.
10. Amendment. The parties hereto, by mutual consent of their respective
boards of directors, may amend, modify or supplement this Merger
Agreement prior to the Effective Time.
11. Compliance with the Colorado Business Corporation Act. Prior to the
Effective Time, the parties hereto will take all steps necessary to
comply with the Colorado Business Corporation Act, as may be
applicable, including without limitation, the following:
a) Certificate of Incorporation, Amendments, and By-Laws of
Merger Co. At the Effective Time, the Certificate of
Incorporation Amendments, and By-Laws of Merger Co. as in
effect immediately prior to the Effective Time shall be in the
form of the Certificate of Incorporation, Amendments, and
By-Laws of Merger Co. as surviving corporation.
b) Directors and Officers of Merger Co. At the Effective Time,
the directors and officers of REC immediately prior to the
Effective Time shall be the directors and officers of Merger
Co., in the case of directors, until their successors are
elected and qualified and, in the case of officers, to serve
at the pleasure of the Board of Directors of Merger Co.
c) Filings. Prior to the Effective Time, the Surviving
Corporation shall cause a certified copy of this Agreement to
be executed and Statement of Merger shall be filed in Nevada
with the Secretary of State. Prior to the Effective Time, to
the extent necessary to effectuate any amendments to the
certificates of incorporation of the Surviving Corporation,
Merger Co., contemplated by this Agreement, the Surviving
Corporation, Merger Co., shall also cause to be filed with the
Nevada Secretary of State such certificates or documents
required to give effect thereto.
12. Termination. This Merger Agreement may be terminated, and the Merger
and the other transactions provided for herein may be abandoned, at any
time prior to the Effective Time, whether before or after approval of
this Merger Agreement by the board of directors of Merger Co. and REC,
by action of the board of directors of REC if it determines for any
reason, in its sole judgment and discretion, that the consummation of
the Merger would be inadvisable or not in the best interests of REC and
its stockholders.
13. Counterparts. This Merger Agreement may be executed in one or more
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall
constitute but one agreement.
14. Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Merger Agreement.
15. Governing Law. This Merger Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, Merger Co. and REC have caused this Merger
Agreement to be executed and delivered as of the date first above written.
RANCHER ENERGY CORP., A NEVADA CORPORATION
-----------------------------------------
Name:
Title: President and CEO
------------------------------------------
Name:
Title: Secretary
T-REX OIL, INC., A COLORADO CORPORATION
-----------------------------------------
Name:
Title: President & CEO
EXHIBIT G
NEVADA DISSENTERS RIGHTS NOTICE
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless
the context otherwise requires, the words and terms defined in NRS 92A.305 to
92A.335, inclusive, have the meanings ascribed to them in those sections.
NRS 92A.305 "Beneficial stockholder" defined. "Beneficial stockholder" means a
person who is a beneficial owner of shares held in a voting trust or by a
nominee as the stockholder of record.
NRS 92A.310 "Corporate action" defined. "Corporate action" means the action of a
domestic corporation.
NRS 92A.315 "Dissenter" defined. "Dissenter" means a stockholder who is entitled
to dissent from a domestic corporation's action under NRS 92A.380 and who
exercises that right when and in the manner required by NRS 92A.400 to 92A.480,
inclusive.
NRS 92A.320 "Fair value" defined. "Fair value," with respect to a dissenter's
shares, means the value of the shares immediately before the effectuation of the
corporate action to which he objects, excluding any appreciation or depreciation
in anticipation of the corporate action unless exclusion would be inequitable.
NRS 92A.325 "Stockholder" defined. "Stockholder" means a stockholder of record
or a beneficial stockholder of a domestic corporation.
NRS 92A.330 "Stockholder of record" defined. "Stockholder of record" means the
person in whose name shares are registered in the records of a domestic
corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee's certificate on file with the domestic corporation.
NRS 92A.335 "Subject corporation" defined. "Subject corporation" means the
domestic corporation which is the issuer of the shares held by a dissenter
before the corporate action creating the dissenter's rights becomes effective or
the surviving or acquiring entity of that issuer after the corporate action
becomes effective.
NRS 92A.340 Computation of interest. Interest payable pursuant to NRS 92A.300 to
92A.500, inclusive, must be computed from the effective date of the action until
the date of payment, at the average rate currently paid by the entity on its
principal bank loans or, if it has no bank loans, at a rate that is fair and
equitable under all of the circumstances.
NRS 92A.380 Right of stockholder to dissent from certain corporate actions and
to obtain payment for shares. 1. Except as otherwise provided in NRS 92A.370 and
92A.390, any stockholder is entitled to dissent from, and obtain payment of the
fair value of his shares in the event of any of the following corporate actions:
(a) Consummation of a conversion or plan of merger to which the domestic
corporation is a constituent entity:
(1) If approval by the stockholders is required for the conversion or merger by
NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless
of whether the stockholder is entitled to vote on the conversion or plan of
merger; or
(2) If the domestic corporation is a subsidiary and is merged with its parent
pursuant to NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic corporation is a
constituent entity as the corporation whose subject owner's interests will be
acquired, if his shares are to be acquired in the plan of exchange.
(c) Any corporate action taken pursuant to a vote of the stockholders to the
extent that the articles of incorporation, bylaws or a resolution of the board
of directors provides that voting or nonvoting stockholders are entitled to
dissent and obtain payment for their shares.
(d) Any corporate action not described in paragraph (a), (b) or (c) that will
result in the stockholder receiving money or scrip instead of fractional shares
except where the stockholder would not be entitled to receive such payment
pursuant to NRS 78.205, 78.2055 or 78.207.
2. A stockholder who is entitled to dissent and obtain payment pursuant to NRS
92A.300 to 92A.500, inclusive, may not challenge the corporate action creating
his entitlement unless the action is unlawful or fraudulent with respect to him
or the domestic corporation.
3. From and after the effective date of any corporate action described in
subsection 1, no stockholder who has exercised his right to dissent pursuant to
NRS 92A.300 to 92A.500, inclusive, is entitled to vote his shares for any
purpose or to receive payment of dividends or any other distributions on shares.
This subsection does not apply to dividends or other distributions payable to
stockholders on a date before the effective date of any corporate action from
which the stockholder has dissented.
(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204; 2007,
2438)
NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes or
series; action of stockholders not required for plan of merger.
1. There is no right of dissent with respect to a plan of merger or exchange in
favor of stockholders of any class or series which, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting at which the plan of merger or exchange is to be acted on, were either
listed on a national securities exchange, included in the national market system
by the National Association of Securities Dealers, Inc., or held by at least
2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the shares provide
otherwise; or
(b) The holders of the class or series are required under the plan of merger or
exchange to accept for the shares anything except:
(1) Cash, owner's interests or owner's interests and cash in lieu of fractional
owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan of merger or
exchange, were either listed on a national securities exchange, included in the
national market system by the National Association of Securities Dealers, Inc.,
or held of record by a least 2,000 holders of owner's interests of record; or
(2) A combination of cash and
owner's interests of the kind described in sub-subparagraphs (I) and (II) of
subparagraph (1) of paragraph (b).
2. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130.
NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to fewer than all of
the shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one person and notifies the subject corporation in
writing of the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares held on
his behalf only if:
(a) He submits to the subject corporation the written consent of the stockholder
of record to the dissent not later than the time the beneficial stockholder
asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.
NRS 92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating dissenters' rights is submitted to a
vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are or may be entitled to assert dissenters' rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken by written
consent of the stockholders or without a vote of the stockholders, the domestic
corporation shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is submitted to a
vote at a stockholders' meeting, a stockholder who wishes to assert dissenter's
rights:
(a) Must deliver to the subject corporation, before the vote is taken, written
notice of his intent to demand payment for his shares if the proposed action is
effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. If a proposed corporate action creating dissenters' rights is taken by
written consent of the stockholders, a stockholder who wishes to assert
dissenters' rights must not consent to or approve the proposed corporate action.
3. A stockholder who does not satisfy the requirements of subsection 1 or 2 and
NRS 92A.400 is not entitled to payment for his shares under this chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to assert
rights; contents.
1. The subject corporation shall deliver a written dissenter's notice to all
stockholders entitled to assert dissenters' rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what extent
the transfer of the shares will be restricted after the demand for payment is
received;
(c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the subject corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date the
notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.440 Demand for payment and deposit of certificates; retention of rights
of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he or the beneficial owner on whose behalf he is dissenting,
as the case may be, acquired beneficial ownership of the shares before the date
required to be set forth in the dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
2. The stockholder who demands payment and deposits his certificates, if any,
before the proposed corporate action is taken retains all other rights of a
stockholder until those rights are cancelled or modified by the taking of the
proposed corporate action.
3. The stockholder who does not demand payment or deposit his certificates where
required, each by the date set forth in the dissenter's notice, is not entitled
to payment for his shares under this chapter.
NRS 92A.450 Uncertificated shares: Authority to restrict transfer after demand
for payment; retention of rights of stockholder.
1. The subject corporation may restrict the transfer of shares not represented
by a certificate from the date the demand for their payment is received.
2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are cancelled or modified by the taking of the proposed corporate
action.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of
a demand for payment, the subject corporation shall pay each dissenter who
complied with NRS 92A.440 the amount the subject corporation estimates to be the
fair value of his shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the district court:
(a) Of the county where the corporation's principal office
is located; (b) If the corporation's principal office is not located in this
State, in Carson City; or (c) At the election of any dissenter residing or
having its principal office in this State, of the county where the dissenter
resides or has its principal office. The court shall dispose of the complaint
promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
and the latest available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value of the
shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS 92A.480;
and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after date of dissenter's
notice.
1. A subject corporation may elect to withhold payment from a dissenter unless
he was the beneficial owner of the shares before the date set forth in the
dissenter's notice as the date of the first announcement to the news media or to
the stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold payment, after
taking the proposed action, it shall estimate the fair value of the shares, plus
accrued interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The subject corporation
shall send with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a statement of
the dissenters' right to demand payment pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of his own estimate
of the fair value of his shares and the amount of interest due, and demand
payment of his estimate, less any payment pursuant to NRS 92A.460, or reject the
offer pursuant to NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant to NRS 92A.460 or
offered pursuant to NRS 92A.470 is less than the fair value of his shares or
that the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the subject corporation of his demand in writing within 30
days after the subject corporation made or offered payment for his shares.
NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject corporation shall
commence a proceeding within 60 days after receiving the demand and petition the
court to determine the fair value of the shares and accrued interest. If the
subject corporation does not commence the proceeding within the 60-day period,
it shall pay each dissenter whose demand remains unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the district court of
the county where its principal office is located. If the principal office of the
subject corporation is not located in the State, it shall commence the
proceeding in the county where the principal office of the domestic corporation
merged with or whose shares were acquired by the foreign entity was located. If
the principal office of the subject corporation and the domestic corporation
merged with or whose shares were acquired is not located in this State, the
subject corporation shall commence the proceeding in the district court in
Carson City.
3. The subject corporation shall make all dissenters, whether or not residents
of Nevada, whose demands remain unsettled, parties to the proceeding as in an
action against their shares. All parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired shares for
which the subject corporation elected to withhold payment pursuant to NRS
92A.470.
NRS 92A.500 Legal proceeding to determine fair value: Assessment of costs and
fees.
1. The court in a proceeding to determine fair value shall determine all of the
costs of the proceeding, including the reasonable compensation and expenses of
any appraisers appointed by the court. The court shall assess the costs against
the subject corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously or not in good faith
in demanding payment.
2. The court may also assess the fees and expenses of the counsel and experts
for the respective parties, in amounts the court finds equitable: (a) Against
the subject corporation and in favor of all dissenters if the court finds the
subject corporation did not substantially comply with the requirements of NRS
92A.300 to 92A.500, inclusive; or (b) Against either the subject corporation or
a dissenter in favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously
or not in good faith with respect to the rights provided by NRS 92A.300 to
92A.500, inclusive.
3. If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters who are parties to the proceeding, in
amounts the court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced pursuant
to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68 or NRS
17.115.