-----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, RKHzG5MoqjVUEzz4iQu6UwtIwPKTtO6myhd3TKVBHDXA9QQWtKn0N//2Ib9Pm98U zoPpomNR3XxMMOU7fzQuvw== 0000949353-06-000184.txt : 20060317 0000949353-06-000184.hdr.sgml : 20060317 20060317160004 ACCESSION NUMBER: 0000949353-06-000184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 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: 06696007 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-022806_brinx.txt FORM 8-K 02-28-06 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): February 28, 2006 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 February 28, 2006, Brinks Resources Ltd, a Nevada corporation ("BNXR"), entered into an Assignment Agreement (the "Assignment Agreement") with Bud Enterprises, a British Columbia, Canada corporation, ("Assignor"), to be closed within fourteen days of execution. On March 14, 2006, BNXR and the Assignor extended the closing date of the Agreement to thirty days after execution (the "Extension Agreement"). The parties closed the Assignment Agreement on March 17, 2006. BNXR paid cash in the amount of $350,000 to Assignor on March 17, 2006 and assumed all of Assignor's obligations in connection with the Griffin Drilling Program Agreement. Under the terms of the Assignment Agreement, Assignor assigned to BNXR all its interests in a Drilling Program Agreement previously entered into by Assignor and Griffin and Griffin LLC, a Mississippi limited liability company, on December 21, 2005 (the "Griffin Drilling Program Agreement"). Assignor's interest in the Griffin Drilling Program includes a ten percent (10%) gross working interest and revenue interest in a new ten-hole drilling operation in Palmetto Point, Mississippi. The targets are primarily natural gas. The Assignment Agreement is furnished herewith as Exhibit 10.1 and incorporated by reference herein. The Extension Agreement is furnished herewith as Exhibit 10.2 and incorporated by reference herein. On March 8, 2006, the Company issued a press release announcing the Assignment Agreement. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS REGULATION DOCUMENT S-K NUMBER 10.1 Assignment Agreement Letter Agreement dated February 28, 2006. 10.2 Extension Agreement dated March 14, 2006. 99.1 Press Release dated March 8, 2006. 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. March 17, 2006 By: /s/ LEROY HALTERMAN -------------------------------------- Leroy Halterman, President 2 EX-10 2 exh10-1_agmt.txt EXH 10-1 AGREEMENT EXHIBIT 10.1 ASSIGNMENT AGREEMENT LETTER AGREEMENT DATED FEBRUARY 28, 2006 ASSIGNMENT AGREEMENT THIS AGREEMENT is made effective as of this 28th day of February, 2006 BETWEEN: BUD ENTERPRISES a corporation incorporated in the Province of British Columbia, having a business office in the Province of British Columbia, Canada (the "ASSIGNOR") AND: BRINX RESOURCES CORP., a corporation incorporated in the State of Nevada, having a business office in the City of Albuquerque, New Mexico, USA (the "ASSIGNEE") WHEREAS: A. The Assignor and the Assignee are in the business of resource exploration; B. Griffin & Griffin Exploration L.L.C. ("Griffin") is the owner or will become the owner of the oil, gas and mineral leases covering certain prospects and will drill on each a prospect well ("Program Well") to a depth sufficient to test the Frio Sands identified as prospectively productive of oil and/or gas (the "Drilling Program"). C. On or about December 21, 2005, the Assignor entered into a Drilling Program Agreement with Griffin & Griffin Exploration, L.L.C. ("Griffin") (the "Drilling Program Agreement") to purchase from Griffin a ten percent (10%) gross working interest and revenue interest in the Drilling Program; and D. Upon the terms and subject to the conditions set forth in this agreement, with the consent of Griffin, the Assignor has agreed to assign and the Assignee has agreed to accept an assignment of the Drilling Program Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows: 1. The Assignor hereby assigns, transfers and sets over to the Assignee all rights, title, interest and benefits held by or granted to the Assignor in and to the Drilling Program Agreement dated December 21, 2005 between the Assignor and Griffin, a complete copy of which is attached hereto as Exhibit "A". 2. The Assignee hereby agrees to pay to the Assignor the sum of Three Hundred and Fifty Thousand ($350,000) Dollars in United States funds on or before the fourteenth day following the date of this Agreement, failing which, this Agreement and the Assignment(s) contained herein shall be null and void, unless otherwise agreed to in writing by the parties. 3. The Assignor warrants and represents that as of the date of this Assignment Agreement, the Drilling Program Agreement is in full force and effect, without modification or amendment, that it has the full right and authority to transfer said agreement and that the rights transferred herein are free of lien, encumbrance or adverse claim. 4. The Assignee hereby assumes and agrees to perform all obligations of the Assignor under the Drilling Program Agreement and guarantees to hold the Assignor harmless from any claim or demand, of any kind made hereunder. 5. This Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. 6. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purpose of this Assignment. 7. This Assignment may not be amended except by an instrument in writing signed by each of the parties. 8. This Assignment and the Exhibit hereto contain the entire agreement between the parties with respect to the subject matter hereof and supercede all prior arrangements and understandings, both written and oral, express or implied, with respect thereto. Any preceding correspondence or offers are expressly superceded and terminated by this Assignment. 9. All notices and other communications required or permitted under this Assignment must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally recognized courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified by like notice): If to the Assignor: If to the Assignee: If to Griffin: 1180 Berry Point Rd. 820 Piedra Vista Rd. LeFleur's Gallery Gabriolla Is, BC NE Albequerqe NM, P.O. Box 12274 Canada, VOR 1X1 USA, 87123-1954 Jackson, MS, 39236 250.247.9135 ph 505.291.0158 ph 601.713.1175 fax 250.247.9138 fax 505.291.0158 fax 10. This Assignment will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada as applicable to contracts made and performed therein. 11. This Assignment may be executed in one or more counterparts, all of which will be considered one and the same Assignment and will become effective when one or mare counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 12. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes. 13. The Exhibit is attached to this Assignment and is incorporated herein. IN WITNESS WHEREOF the parties have executed this Assignment as of the day and year first above written. ASSIGNOR: ASSIGNEE: BUD ENTERPRISES : BRINX RESOURCES LTD. Per: /s/ MIKE JENKS Per: /s/ LEROY HALTERMAN ---------------------------------- ------------------------------- Authorized Signatory Authorized Signatory Name: MIKE JENKS Name: LEROY HALTERMAN --------------------------------- ------------------------------ Title: PRESIDENT Title: PRESIDENT -------------------------------- ----------------------------- EX-10 3 exh10-2_agmt.txt EXH 10-2 AGREEMENT EXHIBIT 10.2 EXTENSION AGREEMENT DATED MARCH 14, 2006 BUD ENTERPRISES 1180 BERRY POINT ROAD GABRIOLA ISLAND, BC V0R 1X1 March 14, 2006 Brinx Resources Ltd 820 Piedra Vista Road NE Albuquerque, NM 87123 RE: Assignment Agreement dated February 28, 2006 Dear Mr. Halterman, Please accept this as confirmation that, pursuant to Paragraph 2 of that certain Assignment Agreement by and between Bud Enterprises, a corporation incorporated in the Province of British Columbia ("Bud Enterprises") and Brinx Resources Ltd., a Nevada corporation ("Brinx"), dated February 28, 2006, (the "Assignment Agreement"), Bud Enterprises hereby agrees to extend the date of payment of US$350,000 from 14 days following the execution of the Assignment Agreement to 30 days following the execution of the Assignment Agreement. Please sign below to indicate acceptance. BUD ENTERPRISES: BRINX RESOURCES LTD.: Per: /s/ MIKE JENKS Per: /s/ LEROY HALTERMAN ----------------------------------- ------------------------------ Authorized Signatory Authorized Signatory Name: MIKE JENKS Name: LEROY HALTERMAN ---------------------------------- ----------------------------- Title: PRESIDENT Title: PRESIDENT --------------------------------- ---------------------------- EX-99 4 exh99-1_pressrelease.txt EXH 99-1 PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE DATED MARCH 8, 2006 Brinx Resources, Ltd. 820 Piedra Vista Road NE, Albuquerque, NM 87123-1954 Corporate Office: 505.291.0158 ~ Fax: 505.291.0158 NEWS RELEASE MARCH 8, 2006 ================================================================================ BRINX RESOURCES ACQUIRES ADDITIONAL NATURAL GAS INTEREST IN PALMETTO POINT, MISSISSIPPI; TEN WELL DRILLING PROGRAM TO COMMENCE SHORTLY Brinx Resources Ltd. (BNXR) (the "Company") has agreed to purchase for cash, a 10% interest in a new 10-hole drilling program at Palmetto Point, Mississippi. The targets are primarily but not exclusively natural gas, and the first drilling is expected to commence during the month of March. Drill locations are typically identified by 3D seismic and the Company notes that over 80 targets have already been identified. The operator has acquired or shot extensive areas of both 2D and 3D seismic and has a long history of operations in the area. The operator of the drilling program is Griffin & Griffin Exploration, L.L.C., which has drilled, owned or operated more than 100 Frio wells in the region. "Depending upon the success of this ten well program, we are most interested in our ability to participate in a long-term development project of potentially over eighty wells at Palmetto Point," said Leroy Halterman, President of Brinx Resources, who added that "this project has the potential to deliver significant value to our Company." Griffin has utilized seismic "bright spot" technology, a technology that helps to identify gas reservoirs and to delineate the reservoir geometry and limits. Utilizing these critical factors has improved reserve estimates and the geologic success ratio. The drilling program will consist of the drilling, logging, testing, completing and equipping for production (or if applicable, the plugging and abandonment) of ten wells. Griffin anticipates drilling to a subsurface depth equal to such depth as is necessary to penetrate the sands of the Frio Formation identified as potentially productive of oil and/or gas. The prospect wells are located in the Frio Geological formation. Frio wells typically enjoy low finding costs and have a high degree of success. The gas targets occur at shallower depths, and have minimal completion costs. The Frio in the area of Southwest Mississippi and North-Central Louisiana is a very complex series of sand representing marine transgressions and regression and therefore the presence of varying depositional environments. Structurally, the Frio gas accumulations are a function of local structure and/or structural nose formed as a result of differential compaction features. However, stratigraphic termination (i.e. up dip shales outs of sands) also plays a role in most Frio accumulations. The stratigraphy is so complex that seismic HCL evaluations are the only viable exploratory tool for the Frio prospect. Brinx expects the acquisition to close within 30 days. About Brinx Resources Brinx Resources is an expanding growing exploration company focused on developing North American oil and natural gas reserves. The Company's current focus is on the continued exploration of its land portfolio comprised of working interests in the Three Sand Project in McClain County, Oklahoma (70% interest), the Owl Creek Project in Noble County, Oklahoma (40% interest), and its newest interest in its Mississippi Prospect in Palmetto Point (10% interest). Brinx Resources is seeking to expand its portfolio to include additional interests North America. Leroy Halterman C.P.G., R.P.G., LPG, President For more information please visit WWW.BRINXRESOURCES.COM or contact 250-Media at 1-888-32-BRINX (27469). 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-----