-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DBw1b0rjqDIprjdBzSeMHrLc2DAUr/Gp83dyQtXBqda1rNT6EzuvJPyXoyGbuXZN d6mPibB7DoyGhALfBytPpg== 0000949353-05-000312.txt : 20050815 0000949353-05-000312.hdr.sgml : 20050815 20050815150804 ACCESSION NUMBER: 0000949353-05-000312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050809 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRINX RESOURCES LTD CENTRAL INDEX KEY: 0001212641 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980388682 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-102441 FILM NUMBER: 051025974 BUSINESS ADDRESS: STREET 1: #211 - 1455 BELLEVUE AVE. CITY: WEST VANCOUVER STATE: A1 ZIP: V7T 1C3 BUSINESS PHONE: (604) 913-6689 MAIL ADDRESS: STREET 1: #211 - 1455 BELLEVUE AVE. CITY: WEST VANCOUVER STATE: A1 ZIP: V7T 1C3 8-K 1 f8k-080905.txt FORM 8-K AUG 9 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): AUGUST 9, 2005 BRINX RESOURCES LTD. (Exact name of registrant as specified in its charter) NEVADA 333-102441 98-0388682 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 820 PIEDRA VISTA ROAD NE, ALBUQUERQUE, NM 87123 (Address of principal executive offices)(Zip Code) (505) 250-9992 Registrant's telephone number, including area code 4519 WOODGREEN DRIVE, WEST VANCOUVER, B.C. V7S 2T8 CANADA (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On August 10, 2005, Brinks Resources Ltd, a Nevada corporation ("BNXR"), entered into a letter agreement (the "Letter Agreement") with Ranken Energy Corporation, an Oklahoma corporation ("Ranken"), whereby BNXR has acquired a 70% working interest in the Ranken Energy Corporation Owl Creek Prospect for a total buy-in cost of $211,750. BNXR's working interest includes leasehold interests, two re-entry test wells, geologic expenses, brokerage costs, 3-D seismic usage, geophysical interpretations, and overhead. BNXR also agreed to participate in drilling operations and related costs. The Letter Agreement is furnished herewith as Exhibit 10.1 and incorporated by reference herein. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (B) DEPARTURE OF PRESIDENT, SECRETARY AND TREASURER On August 9, 2005, Ken Cabianca resigned as president, secretary and treasurer of Brinks Resources Ltd. Mr. Cabianca will remain as a director of the company. (C) APPOINTMENT OF DIRECTOR, PRESIDENT, SECRETARY AND TREASURER On August 9, 2005, Leroy Halterman was appointed as director, president, secretary and treasurer of the company. A graduate of the Missouri School of Mines with a BS degree in geology, Mr. Halterman has over 37 years experience. He is registered as a geologist in Wyoming and is licensed as a geologist in Texas. On August 9, 2005, the Company issued a press release announcing the above changes. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS REGULATION S-K NUMBER DOCUMENT 10.1 Letter Agreement dated August 10, 2005. 99.1 Press Release dated August 9, 2005. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRINX RESOURCES LTD. August 11, 2005 By: /s/ LEROY HALTERMAN --------------------------------------- Leroy Halterman, President 3 EX-10 2 exh10-1_agreement.txt EXH 10-1 LETTER AGREEMENT EXHIBIT 10.1 LETTER AGREEMENT DATED AUGUST 10, 2005 RANKEN ENERGY CORPORATION 417 W. 18th Street, Suite 101 Edmond, Oklahoma 73013-3663 (405) 340-2363 * Fax (405) 340-2365 July 25, 2005 Mr. Ken Cabianca, President Brinx Resources, Ltd. 4519 Woodgreen Drive West Vancouver, BC V7S 2T8 RE: LETTER AGREEMENT Ranken Energy Corporation Owl Creek Prospect McClain and Garvin Counties, Oklahoma Dear Ken: This LETTER AGREEMENT shall set forth the terms and conditions for your participation in the RANKEN ENERGY CORPORATION ("REC") OWL CREEK PROSPECT located in Garvin & McClain Counties, Oklahoma. Specifically, you agree to participate with a 70% Working Interest, subject to the following: 1). You agree to purchase an undivided 70% Working Interest in the REC OWL CREEK PROSPECT for a total Buy-In Cost of $211,750.00 ($302,500 x .70) which is your proportionate share. 2). All future leasehold costs shall be billed to the Joint Account at $350/acre at a 78% net revenue basis. 3). Your initial Buy-In Cost includes all current leasehold (820.42 + net acres), whether force pooled or leased, in support of the two initial re-entry test wells, geologic expenses, brokerage costs, 3-D seismic usage, geophysical interpretations, and overhead, etc. 4). You agree to pay your Buy-In Cost upon the execution of this LETTER AGREEMENT, as well as your proportionate share of the estimated costs to casing point for: DRILLING: JOHNSON #1 RE-ENTRY DRILLING: POWELL #1 RE-ENTRY 5). You agree to participate in the Drilling Operations (to casing point) in the wells as specified in Item #3 above, with your interest, bearing your proportionate share of a 20% carried Working Interest in all of these operations. The carried working interest in these two initial Re-Entry wells shall be defined as those costs incurred for the drilling and setting/cementing of production casing. All future costs shall be billed to the Joint Account on a "heads up" basis. Your Before Casing Point Interest "BCP" shall be 87.5% and your After Casing Point Interest "ACP" shall be 70%. This carried Working Interest shall only apply to the two initial re-entry test wells listed in paragraph #4 above. However, should the primary objective (Viola) in each of the initial Re-Entry wells not be reached due to any down hole problems, then you agree to drill a replacement well or wells, on the same terms and obligations as set forth in this LETTER AGREEMENT. 6). Your Net Revenue Interest Lease "NRI" in the REC OWL CREEK PROSPECT shall be 78%. 7). You acknowledge and understand that some of these Prospects were Forced Pooled under Oklahoma law and as such, the various Respondents have the right to participate in any well. Should any Respondents elect to participate, then your participation interest shall be proportionately reduced in the spacing unit. Your costs in the project will also be proportionately reduced respectively. 8). Should you agree to participate in any completion attempt in any well drilled in the REC OWL CREEK PROSPECT, you agree to immediately forward your proportionate share of the Estimated Completion Costs, upon receipt of invoice, to Ranken Energy Corporation. 9). You agree to become a signatory to a mutually agreeable Joint Operating Agreement "JOA" consistent with industry standards (enclosed). 10). You acknowledge that you are a sophisticated & accredited investor and fully understand the inherent risks associated with oil & gas investing. Further, you acknowledge that no Return on Investment or Rate of Return has been guaranteed or promised, and, in fact, accept the possibility that you could lose 100% of your investment in this program. Should you agree with these terms and conditions expressed herein, please execute this LETTER AGREEMENT in the space provided below. Sincerely, /s/ RANDOLPH L. COY Randolph L. Coy President RLC/pak Enclosure Agreed to and accepted this 10th day of August , 2005. ----- ------------- WI OWNER: BRINX RESOURCES LTD. SIGNATURE: /s/ LEROY HALTERMAN ------------------------------ ----------------------------- Print Company/Individual Name BY: LEROY HALTERMAN DATE: 8/10/05 ------------------------------------ Print Name and Title PRESIDENT EX-99 3 exh99-1_pressrelease.txt EXH 99-1 PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 9, 2005 BRINX RESOURCES, LTD. 820 Piedra Vista Road NE, Albuquerque, NM 87123-1954 Corporate Office: 505.291.0158 ~ Fax: 505.291.0158 NEWS RELEASE AUGUST 9, 2005 ================================================================================ BRINX RESOURCES LTD., ANNOUNCES NEW PRESIDENT Brinx Resources Ltd., (OTCBB:BNXR) (the "Company") is pleased to announce the appointment of a new President, Mr. Leroy Halterman effective immediately. Mr. Ken Cabianca has resigned his position as president but will remain as a director of the company. The company will establish its new headquarters in Albuquerque, New Mexico. Mr. Halterman brings a broad background of oil, gas and mining expertise to Brinx Resources. He is a graduate of Missouri School of Mines and holds a BS degree in geology. He has over 37 years of experience and is a registered geologist in Wyoming and a licensed geologist in Texas. He has been employed by Gulf Oil Corporation, Phillips Petroleum and Energy Reserves Group as well as several public and private firms. His broad experience has allowed him to perform mineral appraisals under United States government standards for numerous entities including the United States Park Service and the United States Department of Justice. Twenty-seven years of Mr. Halterman's experience has been in management positions where he has administered multimillion-dollar budgets for exploration, development, and operations. "I'm very excited by the opportunity to guide Brinx Resources as it establishes itself as an aggressive competitor in the oil and gas sector," said Mr. Halterman, President. "I have every intention of assembling an expert team and the capital required at this early, high-growth stage of its development." Brinx Resources Ltd. is exploring opportunities in the oil and gas sector. Mr. Leroy Halterman, PRESIDENT CONTACT: Leroy Halterman Ph: 505.291.0158 BRINXRESOURCE@AOL.COM The Company relies upon the Safe Harbor Laws of 1993, 1934, and 1995 for all public news releases. The Company has no official gas or oil reserves at this time and may not have sufficient funding to thoroughly explore, drill or develop its properties. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future operations, performance and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. It is impossible to identify all such factors but they include and are not limited to the existence of underground deposits of commercial quantities of oil and gas; cessation or delays in exploration because of mechanical, operating, financial or other problems; capital expenditures that are higher than anticipated; or exploration opportunities being fewer than currently anticipated. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition and other factors which may be identified from time to time in the Company's public announcements and filings. -----END PRIVACY-ENHANCED MESSAGE-----