8-K

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):  May 28, 2014

WORTHINGTON ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52590	20-1399613
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

145 Corte Madera Town Center #138

Corte Madera, CA 94925

(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 450-1515

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Charles A. Adams

Effective June 21, 2014, the Board of Directors (the “Board”) of Worthington Energy, Inc. (the “Company”) appointed Mr. Charles A. Adams to the Board of Directors to fill a vacancy created by the resignation of Paul Jordan on January 31, 2013.

Charles Adams, 45, has been the President and Chief Executive Officer of American Dynamic Resources, Inc. since 2010. Acting as President and Chief Executive Officer of American Dynamic Resources, Mr. Adams has completed a series of acquisitions of oil and gas properties in southeast Kansas. He has also secured private investment for the company and established relationships with private/public companies for potential mergers and joint ventures. From 2007 to 2010, Mr. Adams was the President and Chief Executive Officer of Landstar Energy, Inc., where he developed a strategic corporate plan for potential acquisitions of oil and gas properties and the implementation of operations in southeast Kansas. Mr. Adams received a B.S.in Economics and Management from Kansas State University in 1991.

There are no family relationships between Mr. Adams and any previous officers or directors of the Company.

There are no arrangements or understandings between Mr. Adams and any other person pursuant to which he was selected to serve on the Board. There are no relationships between Mr. Adams and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events

Montecito Settlement

On May 6, 2011, the Company completed its acquisition of certain assets pursuant to an Asset Sale Agreement (the “Montecito Agreement”) with Montecito Offshore, L.L.C. (“Montecito”). The assets consist of certain oil and gas leases located in the Vermillion 179 tract, which is in the shallow waters of the Gulf of Mexico offshore from Louisiana. Pursuant to the terms of the Montecito Agreement, as amended, Montecito agreed to sell the Company a 70% leasehold working interest, with a net revenue interest of 51.975%, of certain oil and gas leases owned by Montecito, for $1,500,000 in cash, a subordinated promissory note in the amount of $500,000, and 30,000 shares of common stock. The leasehold interest has been capitalized in the amount of $5,698,563, representing $2,000,000 in cash and promissory note, $3,675,000 for the common stock based on a closing price of $2.45 per share on the closing date, and $23,563 in acquisition costs. No drilling or production has commenced as of March 31, 2014. Consequently, the oil and gas properties have not been subjected to amortization of the full cost pool.

In December 2011, Montecito filed a lawsuit in the Civil District Court for the Parish of Orleans of the State of Louisiana (the “Court”) against the Company by filing a Petition to Rescind Sale. In this action, Montecito sought to rescind the asset sale transaction, as described above. On February 12, 2014, all parties signed a resale and settlement agreement (the “Release and Settlement Agreement”), pursuant to which the matter has been settled and the operative terms of the settlement were recited into the record in open court on the day of trial.

On May 28, 2014, the Court entered a judgment (the “Judgment”) approving, the Joint Motion To Dismiss, submitted by all parties in the matter entitled Montecito Offshore, LLC v. Paxton Energy Inc. and PAXACQ,Inc. (the “Action”), pursuant to which all claims asserted against the Company and Montecito have been dismissed with prejudice, along with any other outstanding pleadings or claims against Montecito or the Company.

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The Company’s obligations extinguished include a secured notes payable in the amount of $500,000 and convertible debentures of approximately $2,450,000. Below is an unaudited pro forma balance sheet that shows the pro forma impact of this settlement on the Company’s March 31, 2014 balance sheet:

WORTHINGTON ENERGY, INC.

(AN EXPLORATION-STAGE COMPANY)

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

	March 31, 2014			Pro Forma
	As filed			Adjustments			Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	7,055		$	0		$	7,055
Total Current Assets		7,055			–			7,055
Property and Equipment, net of accumulated depreciation		8,777			–			8,777
Oil and gas properties		5,698,563			(5,698,563	)		–
Other assets		14,610			–			14,610
Total Assets	$	5,729,005		$	(5,698,563	)	$	30,442
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable	$	989,286		$	–		$	989,286
Accrued interest		1,479,730			(1,233,496	)		246,234
Accrued liabilities		496,188			–			496,188
Payable to Ironridge Global IV, Ltd.		236,496			–			236,496
Payable to former officer		115,000			–			115,000
Unsecured convertible promissory notes payable, net of discount, in default		1,052,584			–			1,052,584
Secured notes payable, net of discount, in default		639,012			(500,000	)		139,012
Convertible debentures in default		2,453,032			(2,453,032	)		–
Derivative liabilities		7,539,089			(5,259,769	)		2,279,320
Total Current Liabilities		15,000,417			(9,446,297	)		5,554,120
Long-Term Liabilities
Long-term asset retirement obligation		37,288			(37,288	)		–
Total Liabilities		15,037,705			(9,483,585	)		5,554,120
Stockholders' Deficiency:
Undesignated preferred stock, $0.001 par value; 9,000,000 share authorized, none issued and outstanding		–			–			–
Series A convertible preferred stock, $0.001 par value; 1,000,000 shares authorized, 1,000,000 shares; issued and outstanding		1,000			–			1,000
Common stock, $0.001 par value; 6,490,000,000 shares authorized, 186,908,173 and 47,476,265 shares issued and outstanding, respectively		186,907			–			186,907
Additional paid-in capital		26,394,378			–			26,394,378
Deficit accumulated during the exploration stage		(35,890,985	)		3,785,022			(32,105,963	)
Total Stockholders' Deficiency		(9,308,700	)		3,785,022			(5,523,678	)
Total Liabilities and Stockholders' Deficiency	$	5,729,005		$	(5,698,563	)	$	30,442

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Item 9.01 Exhibits.

Number Exhibit

10.1	Release and Settlement Agreement, by and among Worthington Energy, Inc. and Montecito Offshore, LLC, dated February 12, 2014.
99.1	Joint Motion to Dismiss and Order, dated May 28, 2014

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SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WORTHINGTON ENERGY, INC.
Date: June 27, 2014	By:	/s/ CHARLES VOLK
		Charles Volk Chief Executive Officer

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EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND RELEASES

This Release and Settlement Agreement (“Settlement Agreement”) is made and entered into by and between (1) Montecito Offshore, LLC (“Montecito”), (2) Worthington Energy, Inc. (“Worthington”), formerly known as Paxton Energy, Inc., and PaxAcq, Inc. (“PaxAcq” and Worthington are collectively referred to herein as “Paxton”), and (3) Alva Terry Staples, et al. (“Debenture Holders”), a complete listing of whom is attached as Exhibit A. The parties to this Settlement Agreement are sometimes referred to individually as a “Party” and collectively as “Parties.” Any references to Paxton contained in this Settlement Agreement shall be deemed to refer to each of Worthington and PaxAcq, individually, and to both of them jointly.

RECITALS

WHEREAS, Montecito, Paxton, and the Debenture Holders have each asserted various claims and defenses in the lawsuit captioned Montecito Offshore, LLC v. Paxton Energy, Inc. and PaxAcq, Inc., No. 11-12640 (the “Lawsuit”) filed in the Civil District Court for the Parish of Orleans, State of Louisiana (the “District Court”);

WHEREAS, each Party denies the allegations asserted against it in the Lawsuit;

WHEREAS, without admitting the claims and defenses that have been or could be asserted in the Lawsuit, in arbitration, or in any other legal proceeding, and being mindful of the hazards of litigation, the Parties have now agreed to resolve all disputes between them that arise out of or relate to the Lawsuit and/or that certain oil, gas, and mineral lease issued to Montecito by the United States Minerals Management Service and bearing serial number OCS-G 33597 (the “Vermilion 179 Lease”).

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

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1. Montecito Release. Montecito releases and forever discharges Paxton and all of its predecessors, successors, assigns, affiliates, subsidiaries, current and former insurers, and its current and former officers, directors, employees, representatives, members, fiduciaries, and agents from any and all claims, causes or rights of action (including any right of rescission), demands, actions, suits, liabilities, claims for costs, interest, expenses, expert fees and costs, attorneys’ fees, damages, and penalties of any kind or nature, whether contractual or delictual, direct or consequential, known or unknown, that at any time were asserted in, arise out of, or relate to the Lawsuit and/or the Vermilion 179 Lease that Montecito may be entitled to or have against Paxton. This release specifically includes, but is not limited to, the remission and extinguishment of the May 6, 2011 Subordinated Promissory Note executed by Paxton in favor of Montecito.In addition, Montecito releases the Act of Mortgage, Assignment of Production, Security Agreement and Financing Statement – dated May 5, 2011 and recorded on May 10, 2011, file number 322446, in the records of Cameron Parish, Louisiana – that was issued to it in connection with the sale of an interest in the Vermilion 179 Lease to Paxton. Montecito further releases and forever discharges each and every one of the Debenture Holders and all of their respective predecessors, successors, assigns, affiliates, subsidiaries, current and former insurers, and their respective current and former officers, directors, employees, representatives, members, fiduciaries, and agents from any and all claims, causes or rights of action, demands, actions, suits, liabilities, claims for costs, interest, expenses, expert fees and costs, attorneys' fees, damages, and penalties of any kind or nature, whether contractual or delictual, direct or consequential, known or unknown, that at any time were asserted in, arise out of, or relate to the Lawsuit and/or the Vermilion 179 Lease that Montecito may be entitled to or have against any and/or all of the Debenture Holders.

2. Paxton Release. Paxton releases and forever discharges Montecito and all of its predecessors, successors, assigns, affiliates, subsidiaries, current and former insurers, and its current and former officers, directors, employees, representatives, members, fiduciaries, and agents from any and all claims, causes or rights of action, demands, actions, suits, liabilities, claims for costs, interest, expenses, expert fees and costs, attorneys’ fees, damages, and penalties of any kind or nature, whether contractual or delictual, direct or consequential, known or unknown, that at any time were asserted in, arise out of, or relate to the Lawsuit and/or the Vermilion 179 Lease that Paxton may be entitled to or have against Montecito. Paxton further releases and discharges each and every one of the Debenture Holders and all of their respective predecessors, successors, assigns, affiliates, subsidiaries, current and former insurers, and their respective current and former officers, directors, employees, representatives, members, fiduciaries, and agents from any and all claims, causes or rights of action, demands, actions, suits, liabilities, claims for costs, interest, expenses, expert fees and costs, attorneys’ fees, damages, and penalties of any kind or nature, whether contractual or delictual, direct or consequential, known or unknown, that at any time were asserted in, arise out of, or relate to the Lawsuit and/or the Vermilion 179 Lease and/or the April/May 2011 Secured Convertible Debentures executed by Paxton in favor of the Debenture Holders and/or the April 15, 2011 Mortgage, Assignment, Security Agreement, and Financing Statement executed by Paxton that Paxton may be entitled to or have against any or all of the Debenture Holders.

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3. Debenture Holders Release. Each Debenture Holder hereby releases and forever discharges Paxton and all of their predecessors, successors, assigns, affiliates, subsidiaries, current and former insurers, and its current and former officers, directors, employees, representatives, members, fiduciaries, and agents from any and all claims, causes or rights of action, demands, actions, suits, liabilities, claims for costs, interest, expenses, expert fees and costs, attorneys’ fees, damages, and penalties of any kind or nature, whether contractual or delictual, direct or consequential, known or unknown, that at any time were asserted in, arise out of, or relate to the Lawsuit and/or the Vermilion 179 Lease that the Debenture Holders may be entitled to or have against Paxton. This release specifically includes, but is not limited to, the remission and extinguishment of all of the April/May 2011 Secured Convertible Debentures executed by Paxton in favor of the Debenture Holders, and the release of the April 15, 2011 Mortgage, Assignment, Security Agreement, and Financing Statement executed by Paxton as security for the debentures and any obligations thereunder. The Debenture Holders further release and forever discharge Montecito and all of its predecessors, successors, assigns, affiliates, subsidiaries, current and former insurers, and its current and former officers, directors, employees, representatives, members, fiduciaries, and agents from any and all claims, causes or rights of action, demands, actions, suits, liabilities, claims for costs, interest, expenses, expert fees and costs, attorneys’ fees, damages, and penalties of any kind or nature, whether contractual or delictual, direct or consequential, known or unknown, that at any time were asserted in, arise out of, or relate to the Lawsuit and/or the Vermilion 179 Lease that the Debenture Holders may be entitled to or have against Montecito. This release specifically includes, but is not limited to, the release of the May 5, 2011 Act of Mortgage, Assignment of Production, Security Agreement, and Financing Statement executed by Montecito and all claims arising out of, or connected therewith.

4. Dismissal, Tender, and Cancellation. Each Party’s attorney will sign the motion to dismiss the Lawsuit with prejudice attached hereto as Exhibit 1. Each releasing Party will also surrender the debt instruments referenced in the above paragraphs to the released Parties, and will immediately procure the cancellation of the related mortgages with the appropriate recorder of mortgages.

5. No Admission of Liability. The Parties hereto expressly agree and understand that the terms of this Settlement Agreement are contractual and not merely recitals; that the agreements and warranties contained herein are to compromise and to avoid the additional costs and uncertainties resulting from further litigation; and that nothing contained herein shall be construed as an admission of liability by any Party. Further, this Settlement Agreement shall not be considered as evidence of any violation of or noncompliance with any other agreement, promise, obligation, warranty, statute, or law by any Party.

6. Representations and Warranties. Each Party represents and warrants that it (i) owns the claims asserted in the Lawsuit and has not alienated or encumbered them, (ii) does not require consent or approval from any other person, or already have received such consent or approval, to enter into this Settlement Agreement, (iii) has full authority to enter into this Settlement Agreement. As used in this paragraph, the term “it” encompasses individuals, entities, organizations and associations.

7. Competence. Each Party acknowledges that it was represented by counsel in connection with the negotiation, preparation, and execution of this Settlement Agreement; is fully competent to execute this Settlement Agreement; understands the terms and provisions of this Settlement Agreement; and has voluntarily executed this Settlement Agreement. This Settlement Agreement is a negotiated agreement prepared jointly and not by one Party to the exclusion of the other, and it shall not be construed against the drafter. Each Party further acknowledges that, in executing this Settlement Agreement, it has not relied upon any warranty, representation, statement, or promise except those expressly set forth herein.

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8. Entire Agreement. Each Party agrees that this Settlement Agreement supersedes any and all prior or contemporaneous agreements, understandings, prior discussions, or representations, whether oral or written, with respect to this Settlement Agreement and the matters set forth herein. This Settlement Agreement shall not be modified, amended, or terminated unless such modification, amendment, or termination is executed in writing by each of the Parties hereto. This Settlement Agreement is binding on and will inure to the benefit of each of the Parties and all of their respective predecessors, successors, heirs, assigns, parents, affiliates, related entities, indemnitors, indemnitees, officers, directors, employees, agents, attorneys, insurers, consultants, experts, and representatives.

9. Counterparts. This Settlement Agreement may be executed in counterparts, all of which, when taken together, shall constitute one and the same instrument, but the same shall not be binding on the Parties unless and until all Parties execute this Settlement Agreement. Signed counterparts transmitted electronically will be treated as originals for this purpose.

10. Enforcement. Construction, interpretation, and enforcement of this Settlement Agreement shall be done in accordance with the laws of the State of Louisiana, without regard to any conflict of laws principles, and any action concerning enforcement of this Settlement Agreement shall be brought only in Orleans Parish, Louisiana. In any action concerning enforcement of this Settlement Agreement, the prevailing Party shall be entitled to receive from the losing Party reasonable attorney’s fees and costs incurred in prosecuting or defending such action, in addition to any other remedies available under applicable law.

11. Confidentiality. The Parties shall keep the terms of this Settlement Agreement strictly confidential and agree not to disclose to any other person or entity the terms of this Settlement Agreement, except that the Parties may disclose the terms of this Settlement Agreement to (a) their attorneys, accountants, auditors, financial advisors, and/or insurers, who shall be required to maintain and honor the confidentiality of such information; (b) the extent required for tax returns and related documents; and (c) to their wholly owned subsidiaries, title designee(s), and assigns who shall be required to maintain and honor the confidentiality of such information. The terms of this Settlement Agreement may be disclosed in any legal proceeding concerning the enforcement of the Settlement Agreement, provided that the party seeking to disclose it seeks a protective order requiring that the terms of the Settlement Agreement be maintained as strictly confidential, the intent being to preserve the strict confidentiality of this Settlement Agreement to the maximum extent possible. In the event that a Party, or other person or entity in possession of this agreement or having knowledge of some or all of its terms, receives a valid subpoena, or is otherwise ordered by a Court or tribunal, to disclose any of the terms of this Settlement Agreement, the Party or other person agrees to notify all Parties in writing at least five (5) days in advance of the disclosure to afford the other Parties an opportunity to prevent or limit the disclosure or otherwise seek to maintain the strict confidentiality of the terms of this Agreement.

12. Binding Effect. This Settlement Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; but no person or entity may become a successor or assign unless they agree to assume the obligations contained herein.

13. Effective Date. This Settlement Agreement is effective as of the date of the last signature hereto.

THUS DONE AND SIGNED on the dates shown below.

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STATE OF LOUISIANA	§
	§
PARISH OF ORLEANS	§

On this _____ day of _____________ 2014, before me, the undersigned notary, and the undersigned witnesses, personally appeared Hoyt Smith, who, after being sworn, did say that he is the manager of Montecito Offshore, LLC with authority to sign the foregoing instrument and then he signed the foregoing instrument on behalf of said companies.

WITNESSES:	Montecito Offshore, LLC
	Hoyt Smith, Manager
Printed Name
Printed name

______________________________

NOTARY PUBLIC

No. ____________________

My Commission expires _____________________

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STATE OF CALIFORNIA	§
	§
COUNTY OF ________	§

On this _____ day of _____________ 2014, before me, the undersigned notary, and the undersigned witnesses, personally appeared Charles Volk, who being sworn, did represent that he is the Chairman and CEO of Worthington Energy, Inc. and PaxAcq, Inc and that he was authorized by the board of directors of both entities to sign the foregoing instrument on their behalf and then he signed the foregoing instrument on their behalf.

WITNESSES:	Worthington Energy, Inc. PaxAcq, Inc.
	Charles Volk, Chairman and CEO of
	Worthington Energy, Inc. and PacAcq, Inc.
Printed Name
Printed name

______________________________

NOTARY PUBLIC

No. ____________________

My Commission expires _____________________

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STATE OF LOUISIANA	§
	§
PARISH OF ORLEANS	§

On this _____ day of _____________ 2014, before me, the undersigned notary, and the undersigned witnesses, personally appeared Douglas S. Draper, who, after being sworn, represented that he is the authorized agent of Alva Terry Staples, et al. (“Debenture Holders”), a complete listing of whom is attached as Exhibit A and that he was authorized by said Debenture Holders to sign the foregoing instrument or their behalf and then he signed the foregoing instrument on behalf of said Debenture Holders.

WITNESSES:	Debenture Holders
	Douglas S. Draper, Agent
Printed Name
Printed name

______________________________

NOTARY PUBLIC

No. ____________________

My Commission expires _____________________

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EX-99.1

Exhibit 99.1

FILED

2014 MAY-2 A 9:45

CIVIL DISTRICT COURT

CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS

STATE OF LOUISIANA

NO. 11-10640 DIVISION G-11

MONTECITO OFFSHORE, LLC

VERSUS

PAXTON ENERGY, INC. and PAXACQ, INC.

FILED: _________________________	____________________________
	DEPUTY CLERK

JOINT MOTION TO DISMISS

Plaintiff, Montecito Offshore, LLC ("Montecito"), defendants, Worthington Energy, Inc., formerly known as Paxton Energy, Inc., and PaxAcq, Inc. (collectively, "Paxton"), and intervenors, Alva Terry Staples, et al. ("Debenture Holders"), a complete list of which are attached hereto as Exhibit A, jointly move that all of the various claims each has asserted against the others in this lawsuit be dismissed with prejudice. Specifically, Montecito moves that its claims asserted against Paxton in the Amended Petition to Rescind Sale, filed March 20, 2012, be dismissed with prejudice, along with any other pleadings or claims against Paxton. Paxton moves that the claims asserted in its Amended Reconventional Demand, filed July 27, 2012, be dismissed with prejudice, along with any other pleadings or claims against Montecito. Finally, the Debenture Holders move that the claims asserted in their Amended Motion to Intervene and Petition for Intervention, filed October 15, 2012, be dismissed with prejudice, along with any other outstanding pleadings or claims against Montecito or Paxton. Each party shall bear its own costs and attorney fees and reserves its claims against all other parties, persons or entity.

 

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FILED

2014 MAY-2 A 9:45

CIVIL DISTRICT COURT

Respectfully submitted,

/s/ Guy E. Wall                                           

Guy E. Wall (#7718)

Paul E. Bullington (#14109)

Brandon D. Zeller (#34166)

Wall, Bullington & Cook, LLC

540 Elmwood Park Blvd.

New Orleans, LA 70123

(504) 736-0347 (Phone)

(504) 734-8574 (Fax)

Attorneys for plaintiff, Montecito Offshore, LLC

/s/ R. Patrick Vance                                

R. PATRICK VANCE (Bar No. 13008)

TYLER J. RENCH (Bar No. 34049)

Jones, Walker, Waechter, Poitevent

    Carrere & Denegre, LLP

201 St. Charles Ave, Suite 5100

New Orleans, LA 70170

(504) 582-8336 Telephone

(504) 589-8336 Facsimile

pvance@joneswalker.com

trench@joneswalker.com

Attorneys for Worthington Energy Inc., f/k./a Paxton

Energy, Inc. an PaxAcq, Inc. Defendants

/s/ Douglas S. Draper                                     

DOUGLAS S. DRAPER (Bar No. 5073)

GRETA M. BROUGHY (Bar No. 26216)

Heller Draper Patrick & Horn, LLC

650 Poydras St. Suite 2500

New Orleans, LA 70130

Telephone: 504-299-3300

Facsimile: 504-299-3399

E-mail: ddraper@hellerdraper.com

E-mail: gbroughy@hellerdraper.com

Attorneys for Intervenors, Alva Terry Staples et. al.

Certificate of Service

The undersigned counsel of record hereby certifies that the foregoing has been served on all parties by fax, mail or hand delivery this 2nd day of May, 2014.

 

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CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS

STATE OF LOUISIANA

NO. 11-10640 DIVISION G-11

MONTECITO OFFSHORE, LLC

VERSUS

PAXTON ENERGY, INC. and PAXACQ, INC.

FILED: _________________________	____________________________
	DEPUTY CLERK

JUDGMENT

Considering the foregoing Joint Motion to Dismiss filed by plaintiff, Montecito Offshore, LLC ("Montecito"), defendants, Worthington Energy, Inc., formerly known as Paxton Energy, Inc., and PaxAcq, Inc. (collectively, "Paxton"), and intervenors, Alva Terry Staples, et al. ("Debenture Holders"),

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the Joint Motion to

Dismiss is GRANTED and

1. Montecito's claims asserted against Paxton in the Amended Petition to Rescind Sale, filed March 20, 2012, are dismissed with prejudice, along with any other outstanding pleadings or claims against Paxton;

2. Paxton's claims asserted against Montecito in the Amended Reconventional Demand, filed July 27, 2012, any other outstanding pleadings or claims against Montecito, are dismissed with prejudice; and

3. Debenture Holders' claims asserted in their Amended Motion to Intervene and Petition for Intervention, filed October 15, 2012, and any other outstanding pleadings or claims against Montecito or Paxton, are dismissed with prejudice.

4.Montecito, Paxton and Debenture Holders reserve their claims against all other parties, persons or entities and each will pay their own costs.

New Orleans, Louisiana this May 27, 2014

 

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