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 18, 2016
RANGEFORD RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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000-54306 |
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777-116182 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
556 Silicon Drive, Suite 103 Southlake, TX |
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76092 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (817) 648-8062 |
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:
☐ 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))
Section 1— Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On March 1, 2016, we amended the $750,000 Revolving Credit Note (the "Revolving Note") from Cicerone Corporate Development, LLC ("Cicerone"). The 2nd Amendment of the Revolving Credit Note Agreement increases the Revolver Commitment from $750,000 to $1,250,000 and extends the maturity date to February 1, 2017.
Item 9.01 Exhibits
(c) EXHIBITS
The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
Exhibit No. |
Description |
99.1 |
Second Amendment to Revolving Credit Note Agreement |
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.
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RANGEFORD RESOURCES, INC. |
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Date: March 18, 2016 |
By: /s/ Thomas E. Lindholm |
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Thomas E. Lindholm, CEO |
Exhibit 99.1
SECOND AMENDMENT TO
REVOLVING CREDIT NOTE AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT NOTE AGREEMENT, dated effective as of March 1, 2016 (the "Second Amendment"), is made and entered into by and among RANGEFORD RESOURCES, INC., a Nevada corporation (the "Company") and CICERONE CORPORATE DEVELOPMENT, LLC, a limited liability company, or its assigns (the "Noteholder").
WITNESSETH:
WHEREAS, the Company and the Noteholder entered into that certain Revolving Credit Note Agreement dated as of September 4, 2013 and the First Amendment to the Revolving Credit Note Agreement effective January 29, 2015 (the "Revolving Credit Agreement, as amended"), pursuant to which the Noteholder established a revolving line of credit in favor of the Company in the maximum principal amount of $750,000.00 until February 1, 2017 (the "Amended Revolving Note Commitment"), as evidenced by a Revolving Credit Note Agreement in the maximum principal amount of $750,000.00 and dated as of September 4, 2013 and the first amendment to revolving credit note agreement effective as of January 29, 2015 (the "Revolving Note"); and
WHEREAS, the Company has requested the Noteholder to increase the maximum principal amount of the Revolving Credit Agreement as Amended from $750,000 to $1,250,000 until the Amended Revolving Final Maturity Date of February 1, 2017, as evidenced by that certain replacement promissory note herein described; and
WHEREAS, subject to the terms, provisions and conditions hereinafter set forth, the Noteholder is willing to increase the maximum principal amount to $1,250,000 (the” Amended Revolver Commitment”) until the extended Revolving Final Maturity Date of February 1, 2017, subject to the terms, provisions, conditions and limitations hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, receipt of which is acknowledged by the parties hereto, the parties agree as follows:
Definitions. Any capitalized term used herein (including in the recitals hereto) but not otherwise defined shall have the meaning given to such term in the Existing Loan Agreement. In addition, the following definitions in Article I of the Existing Loan Agreement are hereby replaced in their entirety:
"Amended Revolving Final Maturity Date" shall mean February 1, 2017, unless otherwise extended or renewed in writing by the mutual agreement of the Company and the Noteholder.
Amended Revolver Commitment. The Amended Revolver Commitment is hereby extended and renewed in the existing maximum principal amount of $1,250,000 until the Amended Revolving Final Maturity Date, subject to the restrictions contained in the Revolving Credit Agreement, as Amended.
Ratification. The remaining terms, provisions and conditions set forth in the Existing Loan Agreement shall remain in full force and effect for all purposes and are incorporated herein by reference.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered effective as of the day and year first above written.
COMPANY |
Rangeford Resources, Inc. |
(a Nevada corporation) | |
By: ________________________ | |
(Colin Richardson, President) | |
_________________________ | |
(Michael Farmer, Chairman of the Board of Directors) | |
NOTEHOLDER: |
CICERONE CORPORATE DEVELOPMENT, LLC |
By: _______________________________ | |
(Managing Member on Behalf of the CE McMillan Family Trust) |
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