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 20, 2015
Novamex Energy Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54035 | 20-4952339 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1610 Woodstead
Court, Suite 330 The Woodlands, Texas |
77380 | |
| (Address of principal executive offices) | (Zip Code) |
(844) 266-8263
(Registrant’s telephone number, including area code)
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 7.01 Regulation FD Disclosure.
On May 20, 2015, Novamex Energy Inc., a Nevada corporation (the "Company"), issued a press release announcing that on May 20, 2015 (the "Closing Date”), the Company entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Novamex Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (the "Subsidiary"), Rio Bravo Oilfield Services, Inc., a Texas corporation ("Rio Bravo"), and Gordon Payne, Jackson Payne, and Coleman Payne, the shareholders of Rio Bravo. In accordance with the terms of Merger Agreement, on the Closing Date, the Subsidiary merged with and into Rio Bravo (the "Merger"), with Rio Bravo surviving the Merger as the Company's wholly-owned subsidiary. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 or furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company, under the Securities Act of 1933, as amended, or the Exchange Act.
Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company's performance is contained in the Company's filings with the Securities and Exchange Commission (“SEC”). The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date hereof.
Additional Information:
Pursuant to the requirements of Form 8-K, the Company will file with the SEC a Current Report on Form 8-K describing the Merger on or before May 26, 2015.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of Novamex Energy Inc., dated May 20, 2015. |
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.
| Novamex Energy, Inc. | ||||
| Date: | May 20, 2015 | By: | /s/ Coleman Payne | |
| Coleman Payne | ||||
| Secretary | ||||
Exhibit 99.1
Houston, Texas May 20, 2015 –
Novamex Energy Inc. (OTCQB:NGLE) announced today that on May 20, 2015 it consummated a merger transaction with Rio Bravo Oilfield Services, Inc., a Texas corporation ("Rio Bravo"), in which Rio Bravo became a wholly owned subsidiary of Novamex.
Rio Bravo is an oil and gas equipment manufacturer, with operations in Saltillo, Mexico. Rio Bravo manufactures high-quality steel tanks and buildings for its customers, which consists primarily of oil and gas drilling companies. This acquisition is the first by Novamex in its M&A-based growth strategy.
"The successful completion of the merger represents a major milestone for Rio Bravo, positioning the company for growth," said Gordon Payne, CEO. “We believe this transaction will enable us to grow our business and further position Rio Bravo to take advantage of the historic Mexico Energy Reform.”
Stephen Bargo, Chairman of Novamex, added, “We are thrilled to acquire this leading oil and gas product and service provider. Rio Bravo’s Mexico-based manufacturing fits well into our strategic vision and, in addition to a competitive cost structure, gives the Company a strong base from which it can access opportunities in the Mexican oil and gas market.”
Additional information regarding the merger transaction is set forth in the Company's Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission by May 26, 2015.
Forward-Looking Statements
This press release contains "forward-looking statements." Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
For further information contact: Jackson Payne, CEO, Novamex Energy Inc.
Tel.: (844) 266-8263