0001004878-12-000203.txt : 20120709
0001004878-12-000203.hdr.sgml : 20120709
20120709103504
ACCESSION NUMBER: 0001004878-12-000203
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20120629
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120709
DATE AS OF CHANGE: 20120709
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vanguard Energy Corp
CENTRAL INDEX KEY: 0001497649
STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381]
IRS NUMBER: 272888719
STATE OF INCORPORATION: CO
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-174194
FILM NUMBER: 12952198
BUSINESS ADDRESS:
STREET 1: 1330 POST OAK BLVD.
STREET 2: SUITE 1600
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-627-2500
MAIL ADDRESS:
STREET 1: 1330 POST OAK BLVD.
STREET 2: SUITE 1600
CITY: HOUSTON
STATE: TX
ZIP: 77056
8-K/A
1
form8k302amdjuly-12.txt
AMENDED FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 29, 2012
VANGUARD ENERGY CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Colorado 333-174194 27-2888719
------------------------- ------------------ -------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
-------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (713) 627-2500
N/A
---------------------
(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Recent Sales of Unregistered Securities
On June 29 and July 6, 2012 Vanguard Energy Corporation sold convertible
secured promissory notes, in the total principal amount of $5,910,000, to a
group of private investors. The notes bear interest at 15% per year, are payable
quarterly, mature on June 30, 2015, and are convertible into shares of our
common stock at a conversion price of $1.25 per share, subject to adjustment.
The notes are secured by a first lien on a substantial portion of our assets.
The placement agents for this offering received a cash commission of
$427,900 as well as 461,000 Series E warrants. Each Series E warrant entitles
the holder to purchase one share of our common stock. The Series E warrants may
be exercised at any time on or before June 30, 2017 at a price of $1.55 per
share.
The foregoing description of the terms and conditions of the convertible
notes and Series E warrants do not purport to be complete and are qualified in
their entirety by the convertible notes and Series E warrants, which are
attached hereto as Exhibits 10.13 and 10.14 and incorporated herein by
reference.
We relied upon the exemption from registration provided by Section 4(2) of
the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder
..with respect to the sale of the notes and warrants. The purchasers of these
securities were accredited investors who were provided full information
regarding our business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The purchasers acquired
these securities for their own account. The notes and warrants, and any shares
of common stock issuable upon the conversion of the notes or the exercise of the
warrants, cannot be sold unless pursuant to an effective registration statement
or an exemption from registration.
Net proceeds from this financing will be used to fund an accelerated
developmental drilling program in our fields located in Southeast Texas and to
pay off any of our 2010 convertible notes that remain outstanding on October 31,
2012, the maturity date of the 2010 notes.
Item 7.01. Regulation FD Disclosure.
The information and exhibits provided pursuant to this Item 7.01 shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or incorporated by reference into those filings of the
Company that provide for the incorporation of all reports and documents filed by
the Company under the Exchange Act. The information furnished pursuant to this
Item 7.01 shall instead be deemed "furnished."
On July 5, 2012, the Company issued a press release with respect to the
sale of convertible notes to the investors as described under Item 3.02. A copy
of this press release is attached hereto as Exhibit 99.1.
2
Operations Update
We also successfully completed another well in the Baston Dome field and
await completion on two additional wells. These wells are still undergoing
testing but we expect that they will perform similarly to our existing wells in
the field and have production rates of between 20 and 30 barrels of oil per day
each. We now have seven total producing wells in the Batson Dome field. Our net
production for is now approximately 200 BOPD and we continue to receive a
premium to WTI pricing. We have been cash flow positive from operations since
the Spring of 2011. Our engineers and geologists estimate there are up to 50
potential well locations in its Batson Dome field.
We previously announced the successful acquisition of additional acreage
in the Hull-Daisetta field in Southeast Texas, approximately 10 miles from the
Batson Dome field. This field also sits atop a salt dome and has similar
geologic features with Batson Dome. This new lease provides us with a foothold
in a new field and the ability to expand our low-risk drilling program.
Item 9.01 Exhibits
10.13 Form of Convertible Note
10.14 Form of Series E Warrant
99.1 Press Release dated July 5, 2012
3
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.
Date: July 5, 2012 VANGUARD ENERGY CORPORATION
By: /s/ Warren Dillard
--------------------------------------
Warren M. Dillard, President and Chief
Executive Officer
4
EXHIBIT INDEX
10.13 Form of Convertible Note
10.14 Form of Series E Warrant
99.1 Press Release dated July 6, 2012
5
EX-10
2
form8kitem302ex1013july-12.txt
EXHIBIT 10.13 FORM OF CONVERTIBLE NOTE
EXHIBIT 10.13
15% SECURED NOTE
FOR VALUE RECEIVED, Vanguard Energy Corporation, a Colorado corporation,
and its successors and assigns, (the "Company") promises to pay to the order
of_______________ (the "Holder") or, the principal sum of Twenty-Five Thousand
Dollars ($25,000) in lawful money of the United States of America, together with
interest on so much of the principal balance thereof as is from time to time
outstanding at the rate hereinafter provided, and payable as hereinafter
provided.
This Note is one of a series of Notes, designated the 15% Convertible
Notes (individually referred to herein as a "Note," the series of notes is
referred to herein collectively as the "Notes"), aggregating up to $10,000,000
issued by the Company. All the Notes shall rank pari passu in respect to payment
of principal and interest and upon any dissolution, liquidation or winding-up of
the Company. Any action permitted by this Note that is taken by one holder will
be deemed to have been taken by all holders in proportion to the Principal
Amount of each Holder's Note as compared to the total Principal Amount of the
Notes then outstanding.
1. Interest Rate. The unpaid balance of this Note shall bear interest at
the rate of fifteen percent (15%) per annum, simple interest. Interest shall be
calculated on a 365-day year and the actual number of days in each month.
2. Payment/Maturity Date. Interest on the Note shall be paid quarterly, on
the last day of March, June, September and December in each year, beginning
September 30, 2012, and continuing until the Note is finally paid. The total
outstanding principal balance hereof, together with accrued and unpaid interest,
shall be paid on June 30, 2015. Interest must be paid in cash.
3. Conversion.
(a) The Holder shall have the option to convert all or any part of the
principal amount of this Note, together with all accrued interest thereon
in accordance with the provisions of and upon satisfaction of the
conditions contained in this Note, into fully paid and non-assessable
shares of the Company's common stock as is determined by dividing that
portion of the outstanding principal balance and accrued interest under
this Note as of such date that the Holder elects to convert by the
Conversion Price. The initial Conversion Price is $1.25.
(b) No fractional shares of common stock shall be issued upon conversion of
this Note, and in lieu thereof the number of shares of common stock to be
issued upon each conversion shall be rounded up to the nearest whole
number of shares of common stock.
(c) The Holder's conversion right set forth in this Section may be exercised
at any time and from time to time but prior to payment in full of the
principal and accrued interest on this Note.
(d) The Holder may exercise the right to convert all or any portion of this
Note only by delivery of a properly completed conversion notice on a
Business Day to the Company's principal executive offices. Such conversion
shall be deemed to have been made immediately prior to the close of
business on the Business Day of such delivery of the conversion notice (the
"Conversion Date"), and the Holder shall be treated for all purposes as the
record holder of the shares of common stock into which this Note is
converted as of such date. For purposes of this Note, a Business Day is any
day the Federal Reserve Bank is open.
(e) As promptly as practicable after the Conversion Date, the Company at its
expense shall issue and deliver to the Holder of this Note a stock
certificate or certificates representing the number of shares of common
stock into which this Note has been converted.
(f) Upon the full conversion of this Note the Company shall be forever
released from all of its obligations and liabilities under this Note.
(g) Holder acknowledges that the shares of common stock issuable upon
conversion of this note are "restricted securities," as such term is
defined under the Securities Act. Holder agrees that Holder will not
attempt to pledge, transfer, convey or otherwise dispose of such shares
except in a transaction that is the subject of either: (i) an effective
registration statement under the Securities Act and any applicable state
securities laws; or (ii) an opinion of counsel rendered by legal counsel
satisfactory to the Company, which opinion of counsel shall be satisfactory
to the Company, to the effect that such registration is not required. The
Company may rely on such an opinion of Holder's counsel in making such
determination. Holder consents to the placement of a legend on the shares
of common stock issuable upon the exercise of this Note stating that the
shares represented by the certificate have not been registered under the
Securities Act and setting forth or referring to the restrictions on
transferability and sale thereof.
(h) Except for Exempt Issuances, if the Company sells any additional shares of
common stock, or any securities convertible into common stock, at a price
below the then applicable Conversion Price in a public or private offering
in which the gross offering proceeds are in excess of $1,000,000, the
Conversion Price will be reduced to equal the amount determined by the
following formula:
CP x (S1 + S2) = NCP
----------------
S3
Where:
CP = the Conversion Price in effect immediately prior to the issuance of
common stock or securities convertible into common stock
S1 = the number of shares of the Company's common stock outstanding
immediately prior to the issuance;
S2 = the amount the Compamy receives from the sale of the securities in
the transaction (plus any amounts receivable upon the conversion of
any securities or the exercise of any warrants sold in the
transaction) divided by the average closing price of the Company's
common stock over the five trading days prior to the sale of the
securities;
2
S3 = the number of shares of common stock outstanding immediately after
the transaction, or which would be outstanding if:
o all convertible securities which the Company sold in the
transaction were converted into shares of the Company's common
stock (at the lowest price at which the securities could be
converted into the Company's common stock), and
o all warrants sold in the transaction were exercised.
NCP = New Conversion Price
The Conversion Price will also be proportionately adjusted in the event of
any stock split, or capital reorganization.
(i) The term "Exempt Issuance" means the sale or issuance of:
o securities or options issued to the Company's employees, officers
or directors pursuant to any stock or option plan duly adopted
for such purpose, by a majority of the non-employee members of
the Company's Board of Directors or a majority of the members of
a committee of non-employee directors established for such
purpose,
o securities issued and outstanding on June 5, 2012 which are
exercisable or exchangeable for, or convertible into, shares of
common stock, provided that such securities have not been amended
since June 5, 2012 to increase the number of such securities or
to decrease the exercise price, exchange price or conversion
price of such securities.
o securities issued in connection with an acquisition of oil and
gas properties, the acquisition of an unaffiliated company, a
joint venture or similar strategic transaction where the primary
purpose is not to raise cash;
o securities upon the conversion of the Notes; or
o securities issued upon the Company's Series E (i.e. the Placement
Agents') warrants.
(j) If the common stock to be issued on conversion of this Note shall be
changed into any other class or classes of stock, whether by capital
reorganization, reclassification, or otherwise, the holder of this Note
shall, upon its conversion be entitled to receive, in lieu of the common
stock which the Holder would have become entitled to receive but for such
change, a number of shares of such other class or classes of stock that
would have been subject to receipt by the Holder if it had exercised its
rights of conversion immediately before such changes.
(k) If at any time there shall be a capital reorganization of the Company's
common stock (other than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this Section 3) or merger of
the Company into another corporation, or the sale of the Company's
properties and assets as, or substantially as, an entirety to any other
3
person, then, as a part of such reorganization, merger or sale, lawful
provision shall be made so that the Holder of this Note will be entitled to
receive the number of shares of stock or other securities or property from
the successor corporation resulting from such merger to which the Holder
would have been entitled as a result of such capital reorganization, merger
or sale if this Note had been converted immediately before such capital
reorganization, merger or sale.
(l) The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, recapitalization, transfer of assets, merger,
dissolution, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Section and in the taking of all
such action as may be necessary or appropriate in order to protect the
conversion rights of the holder of this Note against impairment.
(m) Upon the occurrence of each adjustment or readjustment pursuant to any
provision hereof, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare
and furnish to the Holder of this Note a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.
4. Reservation of Shares. At all times while this Note shall be convertible
into shares of common stock, the Company shall reserve and keep available out of
its authorized but unissued shares of common stock solely for the purpose of
effecting the conversion of this Note such number of its shares of such common
stock as shall from time to time be sufficient to effect the conversion of this
Note in full. In the event that the number of authorized but unissued shares of
such common stock shall not be sufficient to effect the conversion of the entire
outstanding principal amount of this Note, then in addition to such other
remedies as shall be available to the Holder, the Company shall take such
corporate action as may be necessary to increase its authorized but unissued
shares of such common stock to such number of shares as shall be sufficient for
such purpose.
5. Prepayment. On or prior to December 31, 2013, the Company may repay the
Notes, without penalty, upon twenty days written notice to the Note holders if,
during any twenty trading days within a period of thirty consecutive trading
days, the closing price of the Company's common stock is $2.25 or greater and
the Company's common stock has an average daily trading volume of 100,000 shares
or more during the twenty trading days. After December 31, 2013 the Company may
prepay the Notes upon twenty days written notice to the Note holders.
6. Security.
(a) The Notes will be secured by a first lien on all of the Company's assets
which the Company owns on the date the first Notes were sold, with the
exception of the first four wells the Company drilled and completed and
the undeveloped portion of the Company's 230 acre lease in the Batson Dome
Field. The Notes will also be secured by any wells the Company drills and
completes, or leases or other assets acquired, with the proceeds from the
sale of Notes. The Holders will have a second priority security interest
in the Company's first four wells and the undeveloped portion of the 230
acre lease in the Batson Dome Field.
4
(b) Notwithstanding the above, the Holders' lien will be subordinated to the
lien of any new creditor, provided that:
o the terms of the new financing are more favorable than the terms of
the Notes the Company sold in 2010;
o the lien of any new creditor may only extend to the Company's first
four wells and the undeveloped portion of the Company's 230 acre lease
in the Batson Dome Field;
o the amount borrowed cannot exceed $3,400,000; and
o any amounts borrowed can only be used to repay any Notes sold in 2010.
(c) Each Holder will be a party to an Agreement Among Lenders. Pursuant to the
Agreement Among Lenders, the Holders will appoint GVC Capital LLC as their
custodian for the purpose of holding the security documents which will
evidence the Holders' lien on the Company's assets described above.
Upon the occurrence the following, an Agent will be appointed:
(i) The conversion or full repayment of the Notes.
(ii) An Event of Default,
(iii) The decision of the Holders holding at least 2/3 of all of the then
outstanding principal amounts of the Notes.
The Agent shall act for the Holders in the following respects:
(i) Upon conversion or full repayment of all of the Notes, the Agent will
release the lien on the Company's assets.
(ii) Upon an Event of Default, the Agent will enforce the Note and the
security documents.
7. Default. At the option of Holder, the unpaid principal balance of this
Note and all accrued interest thereon shall become immediately due, payable, and
collectible, without notice or demand, upon the occurrence at any time of any of
the following events, each of which shall be deemed to be an event of default
hereunder.
(a) The Company fails to make any payment of interest or principal on the date
on which such payment becomes due and payable under this Note;
(b) The Company breaches any representation, warranty or covenant or defaults
in the timely performance of any other obligation in its agreements with
the Note holders and the breach or default continues uncured for a period
of five Business Days after the date on which notice of the breach or
default is first given to the Company, or ten trading days after the
Company becomes, or should have become aware of such breach or default;
5
(c) The Company files for protection from its creditors under the federal
bankruptcy code or a third party files an involuntary bankruptcy petition
against the Company;
8. Default, Interest and Attorney Fees. Upon declaration of a default
hereunder, the balance of the principal remaining unpaid, interest accrued
thereon, and all other costs, and fees shall be immediately due and payable, and
the balance of the principal reaming unpaid will bear interest at 18% per year.
In the event of default, the Company agrees to pay all costs of collection
including reasonable attorney's fees.
9. Representations, Warranties and Covenants of the Company. The Company
represents, warrants and covenants with the Holder as follows:
(a) Authorization; Enforceability. All action on the part of the Company,
necessary for the authorization, execution and delivery of this Note and
the performance of all obligations of the Company hereunder has been taken,
and this Note constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors' rights
generally, and (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies.
(b) Governmental Consents. No consent, approval, qualification, order or
authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the
Company's valid execution, delivery or performance of this Note.
(c) No Violation. The execution, delivery and performance by the Company of
this Note and the consummation of the obligations contemplated hereby will
not result in a violation in any material respect of its Articles of
Incorporation or By-Laws, or of any provision of any mortgage, agreement,
instrument or contract to which it is a party or by which it is bound or,
to the best of its knowledge, of any federal or state judgment, order,
writ, decree, statute, rule or regulation applicable to the Company or be
in material conflict with or constitute, with or without the passage of
time or giving of notice, either a material default under any such
provision or an event that results in the creation of any material lien,
charge or encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit,
license, authorization or approval applicable to the Company, its business
or operations, or any of its assets.
(d) Covenants. So long as any Note is outstanding the Company will not pay any
dividends or other distributions to the holders of any shares of its
preferred stock or common stock unless all payments have been made to the
Holders on a current basis.
10. Assignment of Note. This Note may not be assigned by Company. The Note
may be assigned by Holder with the express written consent of the Company.
6
11. Loss of Note. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Note,
and in case of loss, theft or destruction of indemnification in form and
substance acceptable to the Company in its reasonable discretion, and upon
surrender and cancellation of this Note, if mutilated, the Company shall execute
and deliver a new Note of like tenor and date.
12. Non-Waiver. No delay or omission on the part of Holder in exercising
any rights or remedy hereunder shall operate as a waiver of such right or remedy
or of any other right or remedy under this Note. A waiver on any one or more
occasion shall not be construed as a bar to or waiver of any such right and/or
remedy on any future occasion.
13. Maximum Interest. In no event whatsoever shall the amount paid, or
agreed to be paid, to Holder for the use, forbearance, or retention of the money
to be loaned hereunder ("Interest") exceed the maximum amount permissible under
applicable law. If the performance or fulfillment of any provision hereof, or
any agreement between Company and Holder shall result in Interest exceeding the
limit for Interest prescribed by law, then the amount of such Interest shall be
reduced to such limit. If, from any circumstance whatsoever, Holder should
receive as Interest an amount which would exceed the highest lawful rate, the
amount which would be excessive Interest shall be applied to the reduction of
the principal balance owing hereunder (or, at the option of Holder, be paid over
to Company) and not to the payment of Interest.
14. Purpose of Loan. Company certifies that the loan evidenced by this Note
is obtained for business or commercial purposes and that the proceeds thereof
will not be used primarily for personal, family, household or agricultural
purposes.
15. Waiver of Presentment. Company and the endorsers, sureties, guarantors
and all persons who may become liable for all or any part of this obligation
shall be jointly and severally liable for such obligation and hereby jointly and
severally waive presentment and demand for payment, notice of dishonor, protest
and notice of protest, and any and all lack of diligence or delays in collection
or enforcement hereof. Said parties consent to any modification or extension of
time (whether one or more) of payment hereof, the release of all or any part of
the security for the payment hereof, and the release of any party liable for
payment of this obligation. Any modification, extension, or release may be
without notice to any such party and shall not discharge said party's liability
hereunder.
16. Governing Law. As an additional consideration for the extension of
credit, Company and each endorser, surety, guarantor, and any other person who
may become liable for all or any part of this obligation understand and agree
that the loan evidenced by this Note will be construed in accordance with the
laws of the State of Colorado.
17. Arbitration. Any controversy or claim arising out of, or relating to
this Note, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Houston, Texas in accordance with the rules of the
American Arbitration Association then existing, and judgment on the arbitration
award may be entered in any court having jurisdiction over the subject matter of
the controversy.
7
18. Binding Effect. The term "Company" as used herein shall include the
original Company of this Note and any party who may subsequently become liable
for the payment hereof as an assumer with the consent of the Holder, provided
that Holder may, at its option, consider the original Company of this Note alone
as Company unless Holder has consented in writing to the substitution of another
party as Company.
19. Relationship of Parties. Nothing herein contained shall create or be
deemed or construed to create a joint venture or partnership between Company and
Holder, Holder is acting hereunder as a lender only.
20. Severability. Invalidation of any of the provisions of this Note or of
any paragraph, sentence, clause, phrase, or word herein, or the application
thereof in any given circumstance, shall not affect the validity of the
remainder of this Note.
21. Amendment. This Note may not be amended, modified, or changed, except
only by an instrument in writing signed by both of the parties.
22. Time of the Essence. Time is of the essence for the performance of each
and every obligation of Company hereunder.
23. Notices. All notices, consents, approvals, requests, demands and other
communications which are required or may be given hereunder shall be in writing
and shall be duly given if personally delivered, sent by overnight courier or
posted by U.S. registered or certified mail, return receipt requested, postage
prepaid and addressed to the other parties at the addresses set forth below.
If to the Company:
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
ATTN: Warren Dillard, President
If to the Holder, at the address as shown on the register maintained
by the Company for such purpose.
The Company or the Holder may change their address for purposes of this
Section by giving to the other addressee notice of such new address in
conformance with this Section. If the Company receives any notice pursuant to
this Note or any other Note of this series, it must, not later than five
business days thereafter, dispatch a copy of such notice to the Holder of this
Note and to each other Holder of any Note as reflected in the current Note
Register.
8
IN WITNESS WHEREOF, the undersigned has executed this Note as of the
_____________ ___, 2012.
Vanguard Energy Corporation
By:/s/ Warren Dillard
------------------------------
Warren Dillard, President
9
NOTICE OF CONVERSION
The undersigned hereby elects to convert the 15% Secured Note of Vanguard
Energy Corporation (the "Company") into shares of the Company's common stock
according to the terms of the Note, as of the date written below.
Conversion calculations:
Date of Conversion:
Principal Amount of Note to be Converted:
Payment of Interest in Common Stock Yes __ No __
If yes, $______ of Accrued Interest to be converted.
Signature: --------------------------------
Name (Print):---------------------------------
Address: --------------------------------
10
VANGUARD ENERGY CORPORATION
ASSIGNMENT OF 15% SECURED NOTE
(Form of Assignment to be Executed if Note Holder
Desires to Transfer all or part of 15% Secured Note)
FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers to _______________________________________________________.
(Please print name and address including zip code)
Please insert social security, federal
tax ID number or other identifying
number:
Check one:
|_| the attached Note, or
|_| $______ of the principal represented by the attached Note
Dated: ___________________ ______________________________
Signature
(Signature must conform in all
respects to name of holder as shown on
the face of the Note).
Note: Any transfer or assignment of the Note is subject to compliance with the
restrictions on transfer imposed by the terms of the Note.
11
EX-10
3
form8kitem302ex1014july-12.txt
EXHIBIT 10.14 FORM OF SERIES E WARRAN
EXHIBIT 10.14
NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
VANGUARD ENERGY CORPORATION
SERIES E WARRANT
Warrant No. __ Original Issue Date:
June 29, 2012
VANGUARD ENERGY CORPORATION a Colorado corporation (the "Company"),
hereby certifies that, for value received, __________________ or its registered
assigns (the "Holder"), is entitled to purchase from the Company up to a total
of [_______] shares of Common Stock (each such share, a "Warrant Share" and all
such shares, the "Warrant Shares"), at any time and from time to time from and
after the Original Issue Date and through and including June 30, 2017 (the
"Expiration Date"), and subject to the following terms and conditions:
1. Definitions. As used in this Warrant, the following terms shall have
the respective definitions set forth in this Section 1.
"Closing Price" means, for any date of determination, the price
determined by the first of the following clauses that applies: (i) if the Common
Stock is then listed or quoted on a Trading Market, the closing bid price per
share of the Common Stock for such date (or the nearest preceding date) on such
market; (ii) if prices for the Common Stock are then quoted on the OTC Bulletin
Board, the closing bid price per share of the Common Stock for such date (or the
nearest preceding date) so quoted; (iii) if prices for the Common Stock are then
reported in the "Pink Sheets" published by the National Quotation Bureau
Incorporated (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so
reported; or (iv) in all other cases, the fair market value of a share of Common
Stock as determined by an independent qualified appraiser selected in good faith
and paid for by the Company.
"Common Stock" means the common stock of the Company and any securities
into which such common stock may hereafter be reclassified.
"Exercise Price" means $1.55, subject to adjustment in accordance with
Section 9.
"Fundamental Transaction" means any of the following: (i) the Company
effects any merger or consolidation of the Company with or into another person,
(ii) the Company effects any sale of all or substantially all of its assets in
one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or another person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property.
"Original Issue Date" means the Original Issue Date first set forth on
the first page of this Warrant or its predecessor instrument.
"Trading Day" means (i) a day on which the Common Stock is traded on a
Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin Board), a day on
which the Common Stock is traded in the over-the-counter market, as reported by
the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any
Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not
listed or quoted as set forth in clauses (i), (ii) and (iii) hereof, then
Trading Day shall mean a Business Day.
"Trading Market" means whichever of the New York Stock Exchange, NYSE
MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or the OTC Bulletin Board on which the Common Stock is listed or
quoted for trading on the date in question.
2. Registration of Warrant. The Company shall register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.
3. Registration of Transfers. The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address specified herein. Upon any such registration or
transfer, a new Warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new Warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.
2
4. Exercise and Duration of Warrants.
(a) This Warrant shall be exercisable by the registered Holder in
whole at any time and in part from time to time from the Original Issue Date
through and including the Expiration Date. At 5:00 p.m., Eastern time on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value. The Company may not call or redeem any
portion of this Warrant without the prior written consent of the affected
Holder.
(b) Notwithstanding anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially owned by such Holder and its
affiliates (as defined under Rule 144, "Affiliates") and any other persons whose
beneficial ownership of Common Stock would be aggregated with the Holder's for
purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), does not exceed 4.999% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of Common Stock
issuable upon such exercise). For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. This provision shall not restrict the
number of shares of Common Stock which a Holder may receive or beneficially own
in order to determine the amount of securities or other consideration that such
Holder may receive in the event of a Fundamental Transaction as contemplated in
Section 9 of this Warrant. By written notice to the Company, the Holder may
waive the provisions of this Section 4(b) but any such waiver will not be
effective until the 61st day after delivery of such notice, nor will any such
waiver effect any other Holder.
Notwithstanding anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially owned by such Holder and its
Affiliates and any other persons whose beneficial ownership of Common Stock
would be aggregated with the Holder's for purposes of Section 13(d) of the
Exchange Act, does not exceed 9.999% of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. This provision shall
not restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this Warrant. This restriction may
not be waived.
3
5. Delivery of Warrant Shares.
(a) To affect exercises hereunder, the Holder shall not be required
to physically surrender this Warrant unless the aggregate Warrant Shares
represented by this Warrant are being exercised. Upon delivery of the Exercise
Notice (in the form attached hereto) to the Company (with the attached Warrant
Shares Exercise Log) at its address for notice set forth herein and upon payment
of the Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, the Company shall promptly (but in no event later
than three Trading Days after the Date of Exercise (as defined herein)) issue
and deliver to the Holder, a certificate for the Warrant Shares issuable upon
such exercise, which shall be free of restrictive legends if the Warrant Shares
are covered by an effective registration statement or are otherwise able to be
sold pursuant to Rule 144 promulgated under the Securities Act (or its
successors). The Company shall, upon request of the Holder and subsequent to the
date on which a registration statement covering the resale of the Warrant Shares
has been declared effective by the Securities and Exchange Commission, use its
reasonable best efforts to deliver Warrant Shares hereunder electronically
through the Depository Trust Corporation or another established clearing
corporation performing similar functions, if available, provided, that, the
Company may, but will not be required to change its transfer agent if its
current transfer agent cannot deliver Warrant Shares electronically through the
Depository Trust Corporation. A "Date of Exercise" means the date on which the
Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it), appropriately completed and duly signed
and (ii) if such Holder is not utilizing the cashless exercise provisions set
forth in this Warrant, payment of the Exercise Price for the number of Warrant
Shares so indicated by the Holder to be purchased.
(b) If the Warrant Shares are covered by an effective registration
statement or are otherwise able to be sold pursuant to Rule 144 promulgated
under the Securities Act (or its successors), by the third Trading Day after a
Date of Exercise the Company fails to deliver the required number of Warrant
Shares in the manner required pursuant to Section 5(a), then the Holder will
have the right to rescind such exercise.
(c) If the Warrant Shares are covered by an effective registration
statement or are otherwise able to be sold pursuant to Rule 144 promulgated
under the Securities Act (or its successors), by the third Trading Day after a
Date of Exercise the Company fails to deliver the required number of Warrant
Shares in the manner required pursuant to Section 5(a), and if after such third
Trading Day and prior to the receipt of such Warrant Shares, the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of the Warrant Shares which the
Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue by (B) the closing bid price of the
Common Stock at the time of the obligation giving rise to such purchase
obligation and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In.
4
(d) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any
person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other person, and irrespective of
any other circumstance which might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.
6. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.
7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company's
obligation to issue the New Warrant.
8. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.
9. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.
(a) Stock Dividends and Splits. If the Company, at any time while
this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into
a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be adjusted to equal the product obtained by multiplying the then-current
Exercise Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or
combination.
5
(b) Fundamental Transactions. If, at any time while this Warrant is
outstanding there is a Fundamental Transaction, then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the same amount and
kind of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the "Alternate
Consideration"). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental Transaction shall, either (1) issue to the
Holder a new warrant substantially in the form of this Warrant and consistent
with the foregoing provisions and evidencing the Holder's right to purchase the
Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
or (2) purchase the Warrant from the Holder for a purchase price, payable in
cash within five Trading Days after such request (or, if later, on the effective
date of the Fundamental Transaction), equal to the Black Scholes value of the
remaining unexercised portion of this Warrant on the date of such request. The
terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply
with the provisions of this paragraph (b) and insuring that the Warrant (or any
such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.
(c) Number of Warrant Shares. Simultaneously with any adjustment to
the Exercise Price pursuant to this Section 9, the number of Warrant Shares that
may be purchased upon exercise of this Warrant shall be increased or decreased
proportionately, so that after such adjustment the aggregate Exercise Price
payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment.
(d) Calculations. All calculations under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of Common Stock.
(e) Notice of Adjustments. Upon the occurrence of each adjustment
pursuant to this Section 9, the Company at its expense will promptly compute
such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's Transfer Agent.
6
10. Payment of Exercise Price. The Holder may pay the Exercise Price in
one of the following manners:
(a) Cash Exercise. The Holder may deliver immediately available
funds; or
(b) Cashless Exercise. The Holder may notify the Company in an
Exercise Notice of its election to utilize a cashless exercise, in which event
the Company shall issue to the Holder the number of Warrant Shares determined as
follows:
X = Y [(A-B)/A]
where:
X = the number of Warrant Shares to be issued to the Holder.
Y = the number of Warrant Shares with respect to which this
Warrant is being exercised.
A = the average of the Closing Prices for the five Trading
Days immediately prior to (but not including) the Exercise
Date.
B = the Exercise Price.
11. No Fractional Shares. No fractional shares of Warrant Shares will be
issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the Closing Price of one
Warrant Share is exercised.
12. Notices. Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective if provided personally or by
electronic or facsimile transmission, or on the third day after mailing if
mailed by first-class, postage prepaid and properly addressed to the party at
its most recent address provided to the party providing notice. In case any
time: (1) the Company shall declare any cash dividend on its capital stock; (2)
the Company shall pay any dividend payable in stock upon its capital stock or
make any distribution to the holders of its capital stock; (3) the Company shall
offer for subscription pro rata to the holders of its capital stock any
additional shares of stock of any class or other rights; (4) there shall be any
capital reorganization, or reclassification of the capital stock of the Company,
or consolidation or merger of the Company with, or sale of all or substantially
all of its assets to, another corporation; or (5) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, in any
one or more of said cases, the Company shall give prompt written notice to the
Holder. Such notice shall also specify the date as of which the holders of
capital stock of record shall participate in such dividend, distribution or
subscription rights, or shall be entitled to exchange their capital stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, or conversion or redemption, as the case may be. Such written notice
shall be given at least 20 days prior to the action in question and not less
than 20 days prior to the record date or the date on which the Company's
transfer books are closed in respect thereto.
13. Lock-Up. If the Holder participates in a public offering (the "Public
Offering") of the Company's securities and this Warrant is deemed to be
underwriting compensation in accordance with the applicable rules of the
Financial Regulatory Authority, Inc. ("FINRA"), then, pursuant to FINRA Rule
5110(g), this Warrant shall not be sold during the Public Offering, or sold,
transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in
the effective economic disposition of this Warrant or the Warrant Shares, by any
person for a period of 180 days immediately following the date of effectiveness
or commencement of sales of the Offering, except as provided in paragraph (g)(2)
of FINRA Rule 5110.
7
14. Miscellaneous.
(a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder and their successors and
assigns.
(b) All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof.
(c) The headings herein are for convenience only, do not constitute
a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.
(d) In case any one or more of the provisions of this Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
(e) Prior to exercise of this Warrant, the Holder hereof shall not,
by reason of by being a Holder, be entitled to any rights of a stockholder with
respect to the Warrant Shares.
(f) The Company shall use its best efforts to register the Warrant
Shares on a registration statement under the Securities Act in the event the
Company is otherwise registering shares of common stock pursuant to a
registration statement under the Securities Act (other than on Form S-4 or Form
S-8.
[Remainder of page intentionally left blank, signature page follows]
8
In witness whereof, the Company has caused this Warrant to be duly executed
by its authorized officer as of the date first indicated above.
VANGUARD ENEGRY CORPORATION
By: /s/ Warren Dillard
----------------------------
Name: ________________________
Its: ________________________
9
EXERCISE NOTICE
The undersigned Holder hereby irrevocably elects to purchase shares of
Common Stock pursuant to the attached Warrant. Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Warrant.
(1) The undersigned Holder hereby exercises its right to purchase Warrant
Shares pursuant to the Warrant.
(2) The Holder intends that payment of the Exercise Price shall be made as
(check one):
______ "Cash Exercise" under Section 10
______ "Cashless Exercise" under Section 10
(3) If the holder has elected a Cash Exercise, the holder shall pay the sum of
$____________ to the Company in accordance with the terms of the Warrant.
(4) Pursuant to this Exercise Notice, the Company shall deliver to the holder
Warrant Shares in accordance with the terms of the Warrant.
Dated ______________ __, _____ Name of Holder:
(Print)
------------------------------------
By:_________________________________
Its:_________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant)
10
Warrant Shares Exercise Log
-------------------------------------------------------------------------------
Date Number of Warrant Number of Warrant Number of Warrant
Shares Available Shares Exercised Shares Remaining
to be Exercised to be Exercised
-------------------------------------------------------------------------------
11
FORM OF ASSIGNMENT
[To be completed and signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the right represented by the attached Warrant to purchase shares of Common
Stock to which such Warrant relates and appoints attorney to transfer said right
on the books of the Company with full power of substitution in the premises.
Dated: __________ __, _______
----------------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant)
Address of Transferee
------------------------------------------
------------------------------------------
Note: Address for Delivery may not be a P.O. box and must be
a physical address where stock certificates may be delivered
in connection with this purchase or any future stock issued
through splits, warrant conversions or other circumstances.
The delivery address may be a personal residence, or a
broker dealer where the certificate would be deposited
Attest:__________________________
12
EX-99
4
form8kitem302ex99july-12.txt
EXHIBIT 99 PRESS RELEASE DATED JULY 5, 2012
EXHIBIT 99.1
Vanguard Energy Corporation Closes Private Placement Financing
Houston, TX - (Marketwire)--07/6/12--Vanguard Energy Corporation (OTCQX:VNGE)
(OTCBB:VNGE), a Houston, Texas based oil development and production company,
today announced that it has successfully closed on the private placement of
$5,910,000 in principal amount of convertible secured promissory notes.
The notes bear 15% interest per year, payable quarterly. The notes mature on
June 30, 2015 and are convertible into common stock at a price of $1.25 per
share. The offering was presented to a limited number of accredited investors
through the Company's placement agents. The securities have not and will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration under the Securities Act of 1933 or an
exemption from the registration requirements.
Of the total amount raised, $3,310,000 represents new cash investors and
$2,600,000 represents investors from a convertible note offering that the
Company completed in November 2010 who chose to roll their investment in that
earlier offering into the Company's new offering.
Net proceeds from this financing will be used to fund an accelerated
developmental drilling program in the Company's oil fields located in Southeast
Texas and to pay any convertible notes, which were sold in 2010 and which remain
outstanding on October 31, 2012, the maturity date of the notes.
Safe Harbor
This press release and other statements Vanguard Energy may make in the future
contain forward-looking statements that relate to Vanguard's plans, objectives
and future estimates. Various risks, uncertainties and other factors could cause
actual results to differ materially from those expressed in any forward-looking
statements. For a more detailed list of such risks, uncertainties and other
factors, please refer to the Risk Factor section of Vanguard's Registration
Statement on Form S-1 and in its periodic filings with the Securities and
Exchange Commission. Vanguard makes no commitment to update any forward-looking
statement, or to disclose any facts, events, or circumstances after the date of
this release that may affect the accuracy of any forward-looking statement,
except as may be required by applicable law.
Investor Relations Contact:
Brad Holmes
EnergyIR
(713)654-4009
B_holmes@att.net
#####