ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 31, 2014, Sara Creek Gold Corp. ("Sara Creek", "we", "us" or "our")
closed a private placement of 1,175,000 "Units." Of the 1,175, 000 Units,
950,000 were sold to three investors for gross proceeds of $95,000, and 225,000
Units were issued to two creditors of the Company in consideration of
cancellation of an aggregate of $22,500 in debt owing by the Company. No
commissions were paid or are payable. The price of each Unit (including the
value used to determine the cancellation of debt) was $0.10. Each Unit was
comprised of one share of our common stock, together with a warrant to acquire
an additional one-half share of our common stock on payment of $0.20 per share.
The warrants expire five years from the closing date.
Included among the five investors that participated in the private placement was
Kristian Andreson, a director, officer and significant stockholder of Sara
Creek, who was issued 150,000 Units in consideration of cancellation of $15,000
in debt owing from the Company.
Forms of the warrants (one for United States investors and one for non-United
States investors) issued in connection with the sale of Units are attached to
the Company's Current Report on Form 8-K filed on January 16, 2014 as
Exhibits 10.1 and 10.2, respectively. The above description of the warrants is
qualified by reference to the complete text of the warrants. However, the
warrants, including without limitation any representations and warranties
contained in the warrants, are not intended as documents for investors or the
public to obtain factual information about the current state of affairs of Sara
Creek. Rather, investors and the public should look to other disclosures
contained in our reports under the Securities Exchange Act of 1934, as amended.
ITEM 2.01. COMPLETION OF ACQUISITION OF ASSETS
As previously disclosed, SCNRG, LLC, a California limited liability company and
wholly owned subsidiary of Sara Creek's ("SCNRG") owns a two-thirds working
interest in an oil producing property known as the DEEP Lease and held an option
(the "DEEP Option") to acquire the remaining one-third interest from SAL Energy,
LLC and TEN-ONE Oil and Gas LLC for an aggregate purchase price of $325,000. On
February 4, 2014, SCNRG exercised a portion of the DEEP Option for a purchase
price of $200,000, resulting in SCNRG owning approximately a 87% working
interest in the DEEP Lease. In connection with the option exercise, SAL Energy,
LLC will act as Operator of the contract area that is subject to the DEEP Lease
until SCNRG qualifies as Operator with the State of California. SCNRG continues
to hold the option to acquire the remaining interest in the DEEP Lease from SAL
Energy, LLC and TEN-ONE Oil and Gas LLC for an additional purchase price of
The DEEP Lease is subject to a 20.9% overriding royalty interest, or ORRI, and a
40% net profits interest, or NPI. More information regarding the DEEP Lease,
including additional details concerning the ORRI and NPI, can be found in the
Form 10-K for the year ended 2013.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The sale of Units described under Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein.
The issuances of the securities described in Item 1.01 were made in reliance
upon the exemption from registration available under Section 4(2) of the
Securities Act of 1933, as amended ("Securities Act"), including Regulation D
promulgated thereunder, as transactions not involving a public offering, or
pursuant to Regulation S as transactions not requiring registration under
Section 5 of the Securities Act. In transactions made in reliance on the
exemption from registration, the exemption was claimed on the basis that those
transactions did not involve any public offering and the purchasers in each
offering were accredited or sophisticated and had sufficient access to the kind
of information registration would provide. In transactions made in reliance on
Regulation S, the safe harbor from registration was claimed on the basis that
they involved an offshore transaction, no directed selling efforts were made in
the United States and appropriate offering restrictions were implemented. In
each case, appropriate investment representations were obtained and stock
certificates were issued with restrictive legends.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements that are required pursuant to this Item 9.01(a) will be
filed by amendment not later than 71 calendar days after the date that this
Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information.
The pro forma financial information that is required pursuant to this Item
9.01(b) will be filed by amendment not later than 71 calendar days after the
date that this Current Report on Form 8-K was required to be filed.