-----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, TWIYaD5zmZpcSJPqq2mtB7Z+MaNgfOTWpvs04f+3S0yjV/9UZmJ72VtFdDKyFlA9 paGgK66R2jI/gxm40sk7EQ== 0000949353-05-000400.txt : 20051012 0000949353-05-000400.hdr.sgml : 20051012 20051012165522 ACCESSION NUMBER: 0000949353-05-000400 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051012 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051012 DATE AS OF CHANGE: 20051012 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: 051135472 BUSINESS ADDRESS: STREET 1: 820 PIEDRA VISTA ROAD NE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 BUSINESS PHONE: (505) 250-9992 MAIL ADDRESS: STREET 1: 820 PIEDRA VISTA ROAD NE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 8-K 1 f8k-brinx_101205.txt FORM 8-K 10-12-05 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): OCTOBER 6, 2005 BRINX RESOURCES LTD. (Exact name of registrant as specified in its charter) NEVADA 333-102441 98-0388682 (State or other jurisdiction (Commission (IRS Employer of 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 NOT APPLICABLE (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 October 6, 2005, Brinks Resources Ltd, a Nevada corporation ("BNXR"), entered into a letter agreement (the "Letter Agreement") with Vector Exploration, Inc., an Oklahoma corporation, whereby BNXR has acquired a 40% working interest in the Three Sands Prospect (the "Prospect") for a total buy-in cost of $88,000. BNXR's working interest includes leasehold interests, one re-entry production well, and two drilling wells. 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. On October 11, 2005, the Company issued a press release announcing the Letter Agreement. 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 October 6, 2005. 99.1 Press Release dated October 11, 2005. 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. October 12, 2005 By: /s/ LEROY HALTERMAN ------------------------------------ Leroy Halterman, President 2 EX-10 2 exh10-1_agmt.txt EXH 10-1 AGREEMENT October 6, 2005 Mr. Leroy Halterman, President Brinx Resources, Ltd. 820 Piedra Vista Road, N.E. Albuquerque, NM 87123-1954 RE: LETTER AGREEMENT Vector Exploration, Inc. Three Sands Prospect Noble County, Oklahoma Dear Lee: This LETTER AGREEMENT shall set forth the terms and conditions for your participation in the Vector Exploration, Inc. ("VE") Three Sands Prospect located in Noble, County, Oklahoma. Specifically, you agree to participate with a 40% Working Interest, subject to the following: 1). You agree to purchase an undivided 40% Working Interest in the VE Three Sands Prospect for a total Buy-In Cost of $88,000 ($220,000 x .40) which is your proportionate share. 2). All future leasehold costs shall be billed to the Joint Account at $250/acre at a 78% net revenue basis. 3). Your Buy-In Cost includes all leasehold acquired (880 net acres) together with any limitations, whether force pooled or leased, and all prospect fees, geologic fees and brokerage expenses associated with the Three Sands Prospect. The purchase of any geophysical information, the geophysical interpretation and associated expenses thereof; and the normal administrative overhead for each well drilled in the Three Sands Prospect area shall not be included in the Buy-In Cost. 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: Kodesh #1-3 Disposal Well Drilling: Kodesh #2-3 Production Well Re-Entry: Smithheisler (Flying Double SS Lease) Production Well 5). You agree to participate in the Drilling Operations (to casing point) in the wells as specified in Item #3, Kodesh #1, with your interest, bearing your proportionate share of a 25% carried Working Interest in all of these operations. The carried working interest in the Kodesh #1 disposal well shall be to casing point and the Smithheisler is to include intangible workover/completion costs. All future costs shall be billed to the Joint Account on a "heads up" basis. Your Before Casing Point Interest "BCP" shall be 50% and your After Casing Point Interest "ACP" shall be 40%. This carried Working Interest shall only apply to the two wells mentioned above and to the first new drill disposal or production well or re-entry on each 160 acre tract of land. Wells on additional leases taken will not be subject to the carried interest but will be subject to the $250 per acre acquisition cost. In any event the carried interest shall not exceed five (5) total wells. 6). Your Net Revenue Interest Lease "NRI" in the VE Three Sands Prospect shall be 78%. 7). You acknowledge and understand that some of these Prospects maybe 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 VE Three Sands Prospect, you agree to immediately forward your proportionate share of the Estimated Completion Costs, upon receipt of invoice, to Vector Exploration, Inc. 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/ KENNETH HEDRICK Kenneth Hedrick President Enclosure Agreed and accepted this 6th day of October, 2005 WI OWNER: BRINX RESOURCES LTD. Signature: /s/ LEROY HALTERMAN ----------------------------- -------------------------- By: Leroy Halterman Date: 10/6/05 ----------------------------------- ------------------------------- Name and Title President EX-99 3 exh99-1_pressrelease.txt EXH 99-1 PRESS RELEASE BRINX RESOURCES, LTD. 820 Piedra Vista Road NE, Albuquerque, NM 87123-1954 Corporate Office: 505.250.9992 ~ Fax: 505.291.0158 NEWS RELEASE OCTOBER 11, 2005 ================================================================================ BRINX RESOURCES ACQUIRES ADDITIONAL OIL & GAS PROPERTY Brinx Resources Ltd. (OTCBB:BNXR) (the "Company" or "Brinx") is pleased to announce the acquisition of a new oil & gas asset--the Three Sand Project--in Oklahoma. Brinx Resources Ltd. has signed an agreement to purchase an undivided 40% working interest in the Three Sand Project which is comprised of 880 acres in Noble County, Oklahoma. The operator for the Three Sands Project, Vector Exploration Inc, has already drilled and plans to complete a new high volume water disposal well over the next few weeks. Vector also intends to begin drilling a new production well in October. As well, it will re-enter an existing well with the intent of placing it into production, also beginning in October. Brinx expects to achieve production of both oil and high BTU gas from these wells within 60 days. "This is very exciting news," says Brinx Resources Ltd. President, Mr. Leroy Halterman (C.P.G., R.P.G., LPG) "as we continue to take important steps towards building real value for our company. Furthermore, the addition of the Three Sand Project enables to focus on exploiting near-term potential revenue streams from wells that we hope could have multiple pay zones." The acquisition of Three Sands in conjunction with Brinx's earlier announced 70% interest in the Owl Creek property (see WWW.BRINXRESOURCES.COM) gives Brinx a more recognizable presence in the region as the Company continues to search for, and develop its existing oil and gas projects. Also, Brinx expects to acquire, and capitalize on additional leases in this (the Three Sand) project as they become available in the future. By way of modern technology, combined with historical data, Brinx expects a substantial economic opportunity exists to locate new fields as well as to recover additional oil and gas reserves. The Company is also investigating additional energy-related opportunities on an ongoing basis. Mr. Leroy Halterman, PRESIDENT CONTACT: Leroy Halterman Ph: 505.250.9992 BRINXRESOURCE@AOL.COM 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-----