Current Report Filing (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):  December 1, 2014

 

STRATEX OIL & GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Colorado		333-164856		94-3364776
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

175 S. Main, Suite 900, Salt Lake City, Utah		84111
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

30 Echo Lake Road, Watertown, CT 06795

(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:

 

☐  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 2.01    Completion of Acquisition or Disposition of Assets.

On December 1, 2014, pursuant to the terms and condition of the Agreement and Plan of Merger dated May 6, 2014 by and among Stratex Oil & Gas Holdings, Inc. (the “Company”), Richfield Acquisition Corp. (“Merger Sub”), and Richfield Oil & Gas Company (“Richfield”), as amended by Amendment No. 1 to Agreement and Plan and Merger dated July 17, 2014 (the Agreement and Plan of Merger, as so amended, the “Merger Agreement”), Merger Sub merged with and  into Richfield, with Richfield continuing as the surviving corporation and as a wholly owned subsidiary of Stratex (the “Merger”). Prior to the completion of the transaction, the Merger Agreement and related transactions were approved by Richfield’s stockholders at a special meeting held on November 24, 2014.

As a result of the Merger, each outstanding share of Richfield common stock was converted into the right to receive one share of our common stock. As a result of the Merger, we will deliver an aggregate of approximately 60,616,448 shares of our common stock to the Richfield stockholders. Those shares are registered under the Securities Act of 1933, as amended, on Stratex’s Registration Statement on Form S-4 (File No.333-198384) which includes a Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. The Agreement and Plan of Merger dated May 6, 2014 was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2014 and Amendment No. 1 to Agreement and Plan of Merger dated July 17, 2014 was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2014, both of which Exhibits are incorporated herein by reference.

The Merger Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements made in those representations and warranties were made for the purposes of that agreement and are subject to qualifications and limitations agreed upon by the parties, which are not necessarily reflected in the Merger Agreement, in connection with negotiating the terms of that agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from that generally used by investors, or may have been used for the purpose of allocating risk between the parties and not for the purposes of accurately portraying matters of fact.

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

 

Effective December 1, 2014, we entered into an Employment Agreement with Michael Cederstrom, to serve as our Vice President – Corporate Affairs. Immediately prior to joining Stratex, Mr. Cederstrom served as President and Chief Executive Officer of Richfield. Below is a summary of the material provisions of such Employment Agreement which summary is qualified in its entirety by reference to the full text of the Employment Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement.

 

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The initial term of employment under the Employment Agreement is two (2) years, unless earlier terminated by us or Mr. Cederstrom by reason of disability, for cause, for “good reason,” change of control or otherwise. The Employment Agreement provides for an annual base salary of $230,000 during the first year of employment and $253,000 during the second year of employment. In addition to his base salary, we have agreed to issue Mr. Cederstrom 400,000 shares of the Company’s common stock on or before February 15, 2015. Commencing January 1, 2015, Mr. Cederstrom will be eligible for a targeted annual performance bonus (“Bonus”) equal to 50% of his then applicable base salary, as determined by our Board, based upon certain performance criteria to be adopted by the Board upon the recommendation of our compensation committee.  The actual Bonus may be less than or more than the target bonus based upon the assessment by the Board, in its sole and absolute discretion, of Executive’s performance against such criteria. Notwithstanding the foregoing, in no event shall the Bonus awarded in any year exceed 100% of Mr. Cederstrom’s then applicable base salary. Upon termination of Mr. Cederstrom without “cause”, upon his resignation for “good reason”, or upon his termination following a “change of control” (each as defined in the Employment Agreement) he will be entitled to receive from us a severance payment in an amount equal to six (6) months of his then current base salary. As a condition to entering into the Employment Agreement with Stratex, Mr. Cederstrom waived his rights to receive all compensation, severance or any other payments that may have been due to him from Richfield, except that we agreed to pay him certain unpaid salary in the amount of $46,414 on or before November 30, 2015.  

 

On December 1, 2014, we increased the size of our Board of Directors from four (4) persons to six (6) persons and appointed Joseph Tate and John McFadden to serve as directors of the Company. Previously, Messrs. Tate and McFadden were directors of Richfield.

 

Set forth below are the biographies for each of Messrs. Cederstrom, Tate and McFadden:

 

Michael A. Cederstrom (age 61) served as Richfield’s general counsel and corporate secretary since December 15, 2011 and as Richfield’s president and chief executive officer since September 9, 2014. Mr. Cederstrom provided legal services to Richfield as an independent contractor from March 2011 until December 15, 2011. Mr. Cederstrom served as general counsel to Hewitt Petroleum, Inc. from May 2009 until March 2011. Mr. Cederstrom has over 31 years of experience as a corporate attorney representing businesses in various capacities, including SEC reporting and compliance. Mr. Cederstrom has represented oil and gas exploration and production companies for over 17 years in all areas including leasing, environmental and regulatory compliance and securities matters. Mr. Cederstrom practiced law with Dexter & Dexter Attorneys at Law from 2004 to 2008. Mr. Cederstrom’s law practice specialized in business law, including initial organization of business entities, maintenance of the entity, employment matters and business tax matters. In 1997 Mr. Cederstrom organized and registered the shares of HEGCO Canada, Inc. on the CDNX, and served as its general counsel and CFO from 1997 to 2002. Mr. Cederstrom has participated in the organization of a bank and registration of the bank's shares on the New York Stock Exchange, and has served on the Board of Directors of two banks and several other businesses. Mr. Cederstrom received a Bachelor of Science degree in Finance from the University of Utah and a Juris Doctorate degree from Southwestern University. While at Southwestern University, Mr. Cederstrom earned two Jurisprudence Awards for exceptional achievement in the study of Tax and Estate Planning.

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John J. McFadden served on Richfield’s Board of Directors since May 18, 2008 and served as the Chairman of Richfield’s Compensation and Audit Committees. Mr. McFadden brings over 40 years of experience in the investment banking industry. Since 1998 Mr. McFadden has been self-employed as a consultant, providing consultation to his clients regarding both investment banking and energy matters. His clients include Equitable Gas, Select Energy and Optimira Energy. From 1996 until 1998, Mr. McFadden was employed as the Senior Managing Director of Cambridge Holding and Cambridge Partners, LLC, a private investment company based in New York, NY. From 1968 until 1996 Mr. McFadden was employed by The First Boston Corporation (later Credit Suisse First Boston) with a variety of responsibilities in corporate finance and public finance, including service as Vice President and Treasurer. Mr. McFadden has previously served as a director of two publicly-traded companies, of Advanced Battery Technologies, Inc. and China Digital Animation, Inc. Mr. McFadden received a Bachelor of Arts degree from St. Bonaventure University.

 

Joseph P. Tate served on Richfield’s Board of Directors since March 31, 2012 and served as the Chairman of Richfield’s Nominating and Corporate Governance Committees and as a member of Richfield’s Audit Committee and Compensation Committee. Mr. Tate has more than 40 years of entrepreneurial experience. In 1967, he founded Valley Sanitation, a two-truck waste hauling business in Fort Atkinson, Wisconsin. The company had three employees and annual revenues of $40,000 the first year. In 1993, he merged his 12-location business with 10 others to form Superior Services, Inc., a solid waste, special waste and hazardous waste business serving the Midwest (“Superior”). By 1999, Superior had a successful initial public offering, a secondary offering and finally, sold to Vivendi, a French conglomerate. At the time of the sale, Superior had over 3,000 employees. Mr. Tate served as President/CEO and Chairman of the Board at Superior. After the sale of Superior, Mr. Tate started Tate Enterprises, a company that offers professional management services to the organizations in which he is a substantial equity partner. Mr. Tate is an officer, director and/or significant equity holder in several companies including OnMilwaukee.com, an internet city guide; TMX, a decorative mulch company; Tate Farm, a ranch in Utah; Mason Car Wash, a car wash and oil change business; Sherman Disposal, a solid waste disposal company; Coastal Disposal, a solid waste disposal company; Midwest Compost, a grass and leaves transfer station; and Rapport Leadership, an organizational and leadership development company. Mr. Tate recently retired from the non-profit boards of Second Harvest of Wisconsin and the Next Door Foundation. He currently serves as a director of CEO Leadership Academy, The Tate Family Foundation and Rapport Leadership.

 

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Certain Related Party Transactions

Joseph P. Tate:

·

Mr. Tate is a beneficial owner of land within the HUOP.  Richfield entered into two oil and natural gas leases with Mr. Tate and his spouse (“Tate”) as joint tenants, totaling 1,823 acres. The Tate leases consisted of i) a new lease Richfield entered into in March 2012 relating to 400 net acres, for $100,000; and ii) the renewal of an existing lease Richfield entered into on March 2012 for a five-year term relating to 1,423 net acres, for $283,200.  The total amount of $383,200 was paid to Tate through the issuance of 153,280 shares of Richfield common stock, valued at $2.50 per share. In March 2014, Richfield consolidated and replaced the prior Tate leases with a new lease covering a combined 1,823 net acres.  The initial bonus for the new lease totals $182,308 which was paid through the issuance of 729,232 shares of Richfield common stock, valued at $0.25 per share, which represents a prepayment of all delay rentals for the 10 year primary term commencing on April 15, 2014.  The initial bonus amount is similar to third party 10 year primary term leases obtained by Richfield in the HUOP at or around the time of the transaction. Pursuant to the terms of the new Tate lease, Tate is entitled to 12.50% landowner royalty-interest revenues relating to hydrocarbons produced by Richfield.  No oil or natural gas has been extracted from the leased land and therefore no  landowner royalties have been paid to Tate.

 

·

In March 2012, Tate and Richfield agreed to the repayment of a $100,000 outstanding payable, including interest of $18,000, through the issuance of 47,200 shares of common stock, valued at $118,000, or $2.50 per share.

 

·

In October 2012, MacKov assigned warrants to purchase 88,057 shares of Richfield common stock to Joseph P. Tate and several unaffiliated investors for total cash consideration of $17,611, or $0.20 per warrant.  Mr. Tate and the other unaffiliated investors then exercised the warrants to purchase 88,057 shares of Richfield common stock for total cash consideration of $140,889, or $1.60 per share.

 

·

In May 2013, Mr. Tate purchased 250,000 shares of common stock of Richfield for cash in the amount of $200,000, or $0.80 per share. The shares were subject to a ratchet provision that in the event Richfield sold shares of common stock or convertible securities at any time prior to December 31, 2013 at a price per share less than $0.80, Richfield would issue an additional amount of shares of common stock to make the effective price of the shares of common stock equal to the price per share of common stock that were sold for less than $0.80. In addition, Richfield granted warrants to Mr. Tate to purchase up to 125,000 shares of common stock with an exercise price of $1.00 that expired in May 2014.  In January 2014, 262,821 shares of common stock were issued pursuant to the terms of this provision. The fair value of these shares at the time of issuance was $63,077 or $0.24 per share.

 

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Item 9.01    Financial Statements and Exhibits.

a.           Financial Statements of Business Acquired.

 

The financial statements of Richfield required by Item 9.01(a) were included in the Proxy Statement/Prospectus and are incorporated herein by reference.

 

b.           Pro Forma Financial Information.

 

The pro forma financial information required by Item 9.01(b) was included in the Proxy Statement/Prospectus and is incorporated herein by reference.

 

c.           Exhibits

 

Exhibit Number		Description
2.1		Agreement and Plan of Merger dated as of May 6, 2014 by and among Stratex Oil & Gas Holdings, Inc., Richfield Acquisition Corp., and Richfield Oil & Gas Company (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on May 7, 2014).
2.2		Amendment No. 1 to Agreement and Plan of Merger dated as of July 17, 2014 by and among Stratex Oil & Gas Holdings, Inc., Richfield Acquisition Corp., and Richfield Oil & Gas Company (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on July 23, 2014).
10.1		Employment Agreement between the Company and Michael Cederstrom
99.1		Press Release by Stratex Oil & Gas Holdings, Inc. dated December 1, 2014
99.2		Press Release by Stratex Oil & Gas Holdings, Inc. dated December 3, 2014
99.3		Audited financial statements of Richfield Oil & Gas Company for the years ended December 31, 2013 and 2012 (incorporated by reference to the Proxy Statement/Prospectus)
99.4		Unaudited financial statements of Richfield Oil & Gas Company for the six months ended June 30, 2014 and 2013 (incorporated by reference to the Proxy Statement/Prospectus)
99.5		Unaudited pro forma financial information (incorporated by reference to the Proxy Statement/Prospectus)

 

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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.

 

	STRATEX OIL & GAS HOLDINGS, INC.
Date: December 3, 2014	By:	/s/ Stephen Funk
		Name: Stephen Funk
		Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 1, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael A. Cederstrom, an individual residing in the State of Utah ("Executive").

 

WHEREAS, the Executive has been serving as the President and Chief Executive Officer of Richfield Oil & Gas Company (“Richfield”) pursuant to an employment agreement dated as of January 1, 2012 (together with all amendments, the “Prior Agreement”); and

 

WHEREAS, as of the Effective Date, Richfield has merged with Richfield Acquisition Corp., with Richfield surviving the merger as a wholly-owned subsidiary of the Company;

 

WHEREAS, immediately prior to entering into this Agreement, the Executive and Richfield mutually terminated the Prior Agreement and the Executive waived and released Richfield and its successors (including the Company) from any and all claims Executive may have had for payment of additional compensation, benefits, severance and/or any other compensation of any kind that may have been due to Executive or that may have arisen from the termination of the Prior Agreement and/or the termination of Cederstrom’s employemnt with Richfield, except for the amounts as set forth in the Termination and Release Agreement executed contemporaneously with this Employment Agreement;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of Executive and to ensure his continued dedication and efforts to the Company;

 

WHEREAS, the Company desires to employ Executive and Executive desires to be employed by the Company in the capacity and for the term and compensation and subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree as follows:

 

1. Title; Responsibilities; Reporting: During the term of this Agreement, Executive shall diligently and faithfully: (a) serve the Company in the capacity of Executive Vice President – Corporate Affairs; (b) report directly to the Chief Executive Officer and the Chairman; (c) discharge and carry out all duties and responsibilities as may from time to time be assigned, and such directions as may from time to time be given, to Executive by the Chief Executive Officer and the Chairman and (d) abide by and carry out the policies and programs of the Company in existence or as the same may be changed from time to time.

 

2. Exclusivity: All services to be provided by Executive under this Agreement shall be performed by Executive personally. During the term of this Agreement, Executive shall devote substantially all of Executive's business time, attention and energies and all of his skills, learnings and best efforts to the business of Company. At all times during the term of this Agreement, the services required of Executive and the location at which he performs such services shall not require that he reside outside of the State of Utah, except for travel in the ordinary course of business. Executive may (a) serve on corporate, civil or charitable boards or committees, (b) manage personal investments, and (c) deliver lectures and teach at educational institutions or events so long as such activities do not significantly interfere with the performance of Executive's duties hereunder.

 

 

3. Term: The initial term of this Agreement shall commence upon the Effective Date and shall end on the second year anniversary thereof, unless extended by agreement of the parties or earlier terminated in accordance with the provisions of this Agreement. The date on which this Agreement is scheduled to expire is referred to as the "End Date". Unless the Company or Executive gives written notice to the other party at least sixty (60) days prior to the End Date of its intention to terminate this Agreement or to renegotiate its terms, this Agreement shall renew and continue in effect for successive one-year periods, and each anniversary date from such original End Date shall thereafter be designated as the “End Date” for all purposes under this Agreement. The term of this Agreement, whether as originally scheduled, extended by Agreement, or shortened pursuant to an earlier termination in accordance herewith is referred to as the “Term.”

 

4. Base Salary: Beginning as of the Effective Date, the Company shall pay to Executive a base salary at the rate of (i) $230,000 per annum, during the first twelve (12) months of the initial term and (ii) $253,000 per annum during the second twelve (12) months of the initial term. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion, subject to Executive’s rights under Section 15 of this Agreement. The base salary shall be paid in equal monthly installments on the first day of each month and shall be subject to such deductions by the Company as are required to be made pursuant to law, government regulations or order. Executive understands and agrees that Executive is an exempt Executive as that term is applied for purposes of Federal or state wage and hour laws, and further understands that Executive shall not be entitled to any compensatory time off or other compensation for overtime. Executive understands and acknowledges that the termination of the Prior Agreement and Executive’s waiver and release of Richfield and its successors (including the Company) from any and all claims, except as identified in the wavier and release, for additional consideration of any kind whatsoever, except as identified in the wavier and release, was a material inducement for and an is an essential condition by which the Company has agreed to enter into this Agreement and to pay Executive the compensation set forth herein.

 

5. Grant of Restricted Stock: On or before February 15, 2015, the Company shall grant a restricted stock award to Executive of 400,000 shares of the Company’s common stock.

 

6. Performance Bonus:

 

For each calendar year during the Term of this Agreement commencing January 1, 2015, Executive shall be eligible to earn an annual performance bonus ("Bonus"). The amount of the Bonus shall be targeted at fifty percent (50%) of the then applicable base salary (the "Targeted Bonus"), based upon quantitative and qualitative performance criteria to be approved by the Board (upon the recommendation of the Compensation Committee). The actual Bonus may be less than or more than the Targeted Bonus based upon the assessment by the Board, in its sole and absolute discretion, of Executive's performance against such criteria. Notwithstanding the foregoing, in no event shall the Bonus awarded in any year exceed one hundred percent (100%) of the then applicable base salary. The Bonus will be paid to Executive within sixty (60) days after the Board’s determination that such Bonus has been earned, but in no event later than ninety (90) days following the end of the calendar year for which performance was measured.

  

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7. Fringe Benefits: During the Term of this Agreement, Executive shall be entitled to maintain his present health and medical insurance plan and to be reimbursed by the Company for monthly health insurance premiums for Executive, his spouse and immediate dependents for a period not to exceed twelve months from the Effective Date. Executive shall also be entitled to such disability, life insurance, and other similar benefits as may be made available to other senior officers of the Company under such group benefit plans and/or programs as may be maintained by the Company from time to time, subject to any eligibility, co-payment and waiting period requirements under or applicable to any such benefit plans and/or programs. Executive acknowledges and agrees that the Company has the right, in its sole discretion, to amend, modify or terminate any such benefit plan or program at any time and for any reason or for no reason. Executive's entitlement to such benefits shall end upon the termination of his employment with the Company, however caused, except as provided (a) by applicable law or (b) by the express terms of any such group benefit plan or program maintained by the Company.

 

8. Vacation, Etc.: During the Term of this Agreement, Executive shall be entitled to four (4) weeks paid vacation each twelve (12) months, to be taken at such time or times as shall be consistent with the proper performance by Executive of his duties. No unused vacation, holidays, sick leave or personal days may be carried forward from year to year.

 

9. Expense Reimbursement; Travel Policy: The Company shall provide Executive with such reasonable business lodging and travel expense reimbursements as are consistent with the Company's policies in effect from time to time as they pertain to senior officers of the Company. All reimbursements by the Company provided for in this Agreement are conditioned upon Executive's submission to the Company of reasonably satisfactory documentation and an itemized account for such expenses within a reasonable period after they are incurred. Expense reports and requests for reimbursement which are submitted later than two months after the expense is incurred will not be reimbursed without the approval of the Company's Chief Financial Officer.

 

10. Other Employee Benefit Plans: During the Term, Executive shall be entitled to participate in all employee, Executive or key-employee benefit or incentive compensation plans maintained or established by the Company for the purpose of providing compensation and/or benefits to employees, Executives or key employees, generally, including without limitation, all pension, retirement, profit sharing, savings, stock option, deferred compensation and/or restricted stock grants. Unless otherwise provided herein, the compensation and benefits hereunder, and Executive's participation in such plans, practices and programs shall be on the same basis and terms as applicable to the other eligible participants in the particular plan, practice or program. No additional compensation provided under any such plans shall be deemed to modify or otherwise affect the terms of this Agreement or any of Executive's entitlements hereunder.

 

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11. Death of Executive: In the event of Executive's death during the Term of this Agreement, the Company's obligations and agreements under this Agreement shall automatically terminate as of the date of such death, and in full satisfaction thereof, the Company shall pay to Executive's estate any base salary earned and unpaid through the date of such death and any business expenses or other fringe benefits otherwise due to Executive. Executive's estate shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. Such event shall not be deemed a "Termination Without Cause" as defined in Section 17 below. All other obligations of the Company under this Agreement shall automatically cease, and Executive's estate shall not be entitled to any other salary, payments or benefits otherwise payable to Executive under this Agreement, except as otherwise required by law.

 

12. Disability of Executive: If Executive shall, during the term of this Agreement, suffer a "Disability," (as defined, from time to time, in a disability plan that the Company may maintain for the benefit of its senior officers (a "Disability Plan") or, whenever no such Disability Plan exists, as defined in accordance with the meanings on Exhibit A hereto), then the Company shall have the right to terminate this Agreement by written notice of such Disability to Executive, whereupon the Company's obligations and agreements under this Agreement shall automatically terminate as of the date of such notice, and in full satisfaction thereof, the Company shall pay to Executive any base salary earned and unpaid through the date of such notice (less any payments received by Executive under a Disability Plan) and any business expenses or other fringe benefits otherwise due to Executive. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. No such termination shall be deemed a "Termination Without Cause". All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

 

13. Resignation Notice; Termination: Executive agrees to give sixty (60) days' prior written notice to the Company of any decision by Executive to resign during the Term of this Agreement (such notice hereinafter referred to as a "Resignation Notice"), provided, however, that in the case of Executive's resignation for "Good Reason" as defined in Section 16 below, only fourteen (14) days' prior written notice shall be required. Executive acknowledges and understands that these notice periods are for the exclusive benefit of the Company, and do not confer any employment obligation on the Company. If the Company receives any such Resignation Notice, the Company may elect, in its sole discretion and for any reason or for no reason, to terminate Executive's employment, either immediately or at any point during the period indicated in such notice.

 

14. Post-Resignation Actions: If Executive decides to resign from Executive's employment with the Company, Executive agrees to make no public announcement and no statement to persons or entities doing business with the Company concerning Executive's departure prior to Executive's termination date without the written consent of the Company, and to continue faithfully performing and discharging Executive's duties and responsibilities for the Company from the date of such Resignation Notice until such termination date.

 

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15. Post-Resignation Obligations: Except as provided below with respect to resignations for "Good Reason," no resignation under Section 13 hereof (or termination by the Company following a Resignation Notice) shall be deemed to be or treated as if it was a "Termination Without Cause" as defined below. Executive agrees and understands that, in the event of any such resignation (or termination by the Company following a Resignation Notice), Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses otherwise due to Executive. Executive shall also be entitled to payment for any bonus earned in the year preceding such resignation but not yet paid and, in the event of a "Resignation for Good Reason", accrued but unused vacation days during the year such resignation occurs. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law. The parties further agree and understand that, in the event of any such resignation (or termination by the Company following a Resignation Notice), Executive's obligations and agreements under Sections 21 through 23 hereof shall continue in full force and effect in the manner and on the terms set forth herein.

 

16. Resignation for Good Reason: If Executive resigns for "Good Reason" (as defined below), then such a resignation (a "Resignation for Good Reason") shall be treated hereunder as if it were a "Termination Without Cause" as defined in Section 17 below. "Good Reason" means any of the following failures or conditions which shall remain uncured twenty (20) days after written notice of such failure or condition is received by the Company from Executive: (i) failure by the Company to pay and provide to Executive the compensation and benefits provided for in this Agreement to which Executive is entitled; or (ii) the requirement that Executive relocate his residence outside of the State of Utah.

 

17. Termination Without Cause: Executive's employment under this Agreement may be terminated at any time by the Company, without cause, upon fourteen (14) days' written notice to Executive (such termination referred to throughout this Agreement as a "Termination Without Cause"). In the event of any such Termination Without Cause, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, as severance pay and in lieu of any further compensation for any subsequent period, an amount equal to six (6) months of the Executive's then applicable base salary (the "Severance Payment"), which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any Bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans or agreements. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

 

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18. Termination following Change of Control: If Executive's employment is terminated by the Company within twelve (12) months after a Change of Control (excluding the merger of Richfield and Richfield Acquisition Corp.) for reasons other than For Cause pursuant to Section 19 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any Bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans or agreements. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.

 

19. Termination For Cause: The Company, upon a vote of the Company's Board of Directors (excluding Executive) shall be entitled to immediately terminate Executive's services in any of the following circumstances, each of which shall constitute "cause" for such termination:

 

(a) the breach by Executive, in any material respect, of this Agreement (including, without limitation, the refusal or other failure by Executive to perform any of Executive's duties hereunder other than a failure to perform resulting from death or physical or mental disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the Company;

 

(b) the commission by Executive of any act of dishonesty, fraud, intentional material misrepresentation or moral turpitude in connection with his employment, including, but not limited to, misappropriation or embezzlement of any funds of the Company or any of its affiliates;

 

(c) the commission by Executive of any (1) willful misconduct or gross negligence, or (2) intentional act having the effect of injuring the reputation, business or business relationships of the Company or any of its affiliates, and which intentional act would not reasonably be deemed to be in the best interests of the Company;

 

(d) the entering by Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense) which carries a potential penalty of imprisonment for more than ninety (90) days and/or a fine in excess of Ten Thousand Dollars ($10,000);

 

6

 

(e) Executive's abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the Company;

 

(f) Executive's deliberate disregard of any lawful material rule or policy of the Company or order of the Company's Board of Directors and failure to cure the same within ten (10) days of written notice thereof from the Company; or

 

(g) excessive absenteeism of Executive other than for reasons of illness, after written notice from the Company with respect thereto.

 

If Executive is terminated for any of the causes referred to in the above sub-paragraphs (a) through (g), all obligations of the Company under this Agreement (except for obligations specifically referred to as continuing) shall automatically cease, and Executive shall only be entitled to receive Executive's then applicable base salary through the date of termination and any business expenses or fringe benefits otherwise due to Executive and any Bonus earned in the year preceding such termination but not yet paid. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law. The parties further agree and understand that, in the event of any such termination, Executive's obligations and agreements under Sections 21 through 23 hereof shall continue in full force and effect in the manner and on the terms set forth herein.

 

20. Payment Upon Expiration of Term: In the event that this Agreement expires by the arrival of an End Date without a prior termination or resignation, the Company agrees to pay to Executive his base salary and pro rata Bonus earned and unpaid through the date of such expiration and any business expenses or fringe benefits otherwise due to Executive. Executive shall also be entitled to payment for any Bonus earned in the year preceding the expiration of the Agreement but not yet paid and accrued but unused vacation days during the year such expiration occurs. All other payments, benefits or arrangements provided by the Company shall cease immediately, except as otherwise required by law or the terms of any plan maintained by the Company. Notwithstanding the foregoing, the parties further agree and understand that, in the event of any such expiration, Executive's obligations and agreements under Sections 21 through 23 hereof shall continue in full force and effect in the manner and on the terms set forth herein.

 

21. Non-Disclosure of Confidential Information.

 

(a) Executive acknowledges and agrees that Executive's services for the Company shall bring Executive into contact with sensitive or secret information relating to the Company, its successors, subsidiaries, assigns, officers. Executives, associated entities and/or agents including, but not limited to (i) information concerning the objectives, plans, commitments, contracts, leases, operations, Executives, methods, market investigations, surveys, research, records, and costs and prices of the Company and/or the Company's subsidiaries or associated entities, (ii) information concerning the identities, objectives, plans, preferences, needs, requests, specifications, commitments, contracts, operations, methods and records of the Company's and/or its subsidiaries' or associated entities' lenders, prospective lenders, investors, owners and/or prospective owners, and (iii) any and all information, trade secrets or ideas that give the Company or its subsidiaries or associated entities the opportunity to obtain an advantage over such competitors of the Company or of such subsidiaries or associated entities that do not know or use such information, trade secrets or ideas (the "Confidential Information").

 

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(b) Executive further understands and acknowledges that Confidential Information includes not only recorded or written information, but information that Executive can recall or reconstruct from Executive's memory.

 

(c) Executive agrees that he will, at all times, faithfully hold all such Confidential Information in the strictest of confidence and will, at all times, use his best efforts and highest diligence to keep such Confidential Information secret, to guard against its disclosure, and never, directly or indirectly, to disclose or divulge any such Confidential Information to any person, company, firm or other entity, or to use the same, except that (i) Executive may use Confidential Information as necessary to perform his duties of employment with the Company, (ii) Executive may disclose Confidential Information to those within the Company who have a need to know it in the performance of their duties for the Company, (iii) Executive may disclose Confidential Information to parties outside the Company when, as and if he is expressly directed to do so by Executive's supervisors within the Company, and (iv) Executive may disclose Confidential Information as expressly directed by judicial process, provided that Executive has promptly, and prior to making such disclosure, provided a copy of such judicial process to the Company and the Company does not intervene to oppose such disclosure. Executive shall use his best efforts to afford the Company sufficient time to intervene to oppose any such disclosure, including, if necessary, seeking reasonable extensions of Executive's time to make such disclosure.

 

(d) Executive shall continue to abide by all of his obligations under this Agreement respecting Confidential Information not only during his employment with the Company, but also for all time after any termination, resignation or expiration of his employment with the Company, however caused.

 

(e) Notwithstanding the foregoing, after any termination or resignation of Executive from his employment with the Company, Confidential Information shall not include, and Executive shall not be restricted from divulging or using, any information which Executive can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by Executive, (ii) was available to Executive on a non- confidential basis prior to its disclosure to Executive by the Company or any of its subsidiaries or associated entities, or (iii) becomes available to Executive on a non- confidential basis from a source other than the Company or any of its subsidiaries or associated entities, provided, however, that such source was not bound by a confidentiality agreement with the Company or any of its subsidiaries or associated entities, or was not otherwise prohibited from transmitting such information to Executive.

 

8

 

(f) Executive agrees that upon any termination, resignation or expiration of his employment with the Company, however caused, Executive shall deliver to the Company all writings, documents, recordings, computer discs or other media of recordation or storage in his possession, custody or control containing any Confidential Information (including, without limitation, all duplicates and copies), shall relinquish access to any computer maintained by or for the benefit of the Company or any of its subsidiaries or associated entities, and shall purge all such Confidential Information (in whatever form, including electronic data) from any electronic media or storage devices, including computers, in Executive's possession, custody or control. To insure compliance with this Agreement, at the time of such termination, resignation or expiration. Executive shall provide the Company with a sworn statement, duly notarized, that Executive has performed each and every agreement and obligation contained or referred to in this Section.

 

22. Company Property: All inventions, improvements, systems, designs, ideas, business plans, sales techniques, approaches, surveys, prospect books, publications, memoranda, customer lists, files, notes, records, videotapes or any other business documentation or products (including, without limitation, Confidential Information) that Executive makes or conceives (either individually or jointly with others) or that are made available to Executive during his employment with the Company and until any termination, resignation or expiration of such employment for any reason, relating to and connected with his employment, or that Executive utilizes in carrying out his duties or responsibilities to the Company (the "Property"), shall be the Company's exclusive property, and Executive assigns to the Company all of his rights, if any, in and to all such Property.

 

23. Trade Names, Trademarks and Copyright: During his employment with the Company, and continuing for all time after any termination, resignation or expiration of such employment for any reason, Executive agrees that he shall never have or claim any right, title or interest in any trade name, trademark or copyright (statutory or common law) belonging to or used by the Company, its subsidiaries, successors, assigns or associated entities, and shall never have or claim any right, title or interest in any material or matter of any sort, prepared for or used in connection with advertising, solicitation, circulation, editorial content or promotion of the business of the Company, its subsidiaries, successors, assigns or associated entities, whether produced, prepared or published in whole or in part by Executive. Executive recognizes that the Company and/or its subsidiaries or associated entities now have and shall hereafter have and retain sole and exclusive rights in and to any and all such trade names, trademarks, copyrights, material and matter.

 

24. Injunctive Relief: Executive expressly acknowledges and agrees that the Property and the Confidential Information are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, and that a breach by Executive of any of the restrictive covenants contained in paragraphs 21 through 23 herein will cause the Company irreparable injury and damage for which there is no adequate remedy available at law. Executive further expressly acknowledges and agrees that the Company shall be entitled, in addition to any remedies available at law, to injunctive or other equitable relief to require specific performance, or to prevent a breach, of any provision of this Agreement by Executive without any requirement or showing that the Company has suffered any damages from such breach.

 

9

 

25. Further Instruments: Each of the Company and Executive shall execute, acknowledge, deliver and procure the execution, acknowledgment and delivery to the other of any and all further instruments which the other may reasonably deem necessary or expedient to carry out or effectuate the purposes or intent of this Agreement.

 

26. Representations. Executive represents and warrants to the Company that Executive has the capacity and right to negotiate and enter into this Agreement, and Executive's execution, delivery and performance of this Agreement does not breach, interfere with or conflict with any other contractual agreement, covenant not to compete, option, right of first refusal or other existing business relationship or any judgment or order, in each case, to which Executive is a party or otherwise subject.

 

27. Successors and Assigns: This Agreement shall not be assignable by the Company without the prior consent of Executive, which shall not be unreasonably withheld. For purposes of this Agreement a transfer of this Agreement in connection with a merger, sale of a majority of the outstanding shares or consolidation of the Company or a sale of substantially all of the Company assets shall not constitute an assignment. This Agreement shall be binding upon the successors, heirs, executors and personal representatives of Executive. This Agreement contemplates the rendition of personal services by Executive and is not assignable by Executive

 

28. Savings Clause: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. The Company's rights and remedies provided for in this Agreement or by law shall, to the extent permitted by law, be cumulative.

 

29. Governing Law and Construction: Any and all differences and disputes of whatever nature arising out of or relating to this Agreement (including, without limitation, the negotiation, execution, performance or termination of this Agreement) shall be governed by the laws of the State of Connecticut applicable to contracts made, negotiated and to be performed entirely in such State without giving effect to its principles of conflicts of laws. With respect to all such differences and disputes, the parties agree and consent to be subject to the exclusive jurisdiction of the state and federal courts located in the State of Connecticut and consent to the exclusive venue of Connecticut.

 

30. Notices: All notices to be given under this Agreement shall be in writing and shall be given by hand, by overnight courier services which obtain acknowledgment of receipt or by certified or registered mail, return receipt requested, addressed to the party receiving such notice (each of the foregoing being referred to as "Written Notice"), or by facsimile transmission, such transmission being effective as of the date thereof if followed within ten (10) business days by Written Notice, as follows:

 

(a) if to the Company, to the Company's address set forth above;

 

10

 

(b) if to Executive, to Executive's address on file with the Company; or

 

(c) to either party at such other addresses as shall have been specified in a notice similarly given.

 

31. Freedom to Execute Agreement: The Company and Executive each represent, warrant and agree that they are free to enter into this Agreement, and that they are not subject to any obligations or disability which would prevent them from or interfere with their fully keeping and performing all of the covenants and conditions to be kept or performed under such agreements. The Company and Executive further represent, warrant and agree that they have not made and will not make any grant or assignment which conflicts with or impairs the complete enjoyment of the rights and privileges granted to the Company and Executive under this Agreement. Executive has had the opportunity to consult with his personal attorney and to negotiate this Agreement at "arms-length".

 

32. Entire Agreement: This Agreement and the agreements annexed as appendices hereto are intended together to constitute the entire agreement between the Company and Executive relating to the subject matters of such agreements, and all prior negotiations and understandings of the parties have been merged in such agreements. No modification of any such agreements shall be valid unless in writing and executed by the parties hereto. This Agreement supersedes in its entirety the Prior Agreement, which effective as of the Commencement Date is void and of no further force and effect.

 

33. Waiver of Breach: The waiver of a breach or default of or under any provision of this Agreement shall not be deemed a waiver of any other such breach or default of any kind or nature.

 

34. Approvals: This Agreement has been approved by the necessary vote of the Company's Board of Directors of the Company.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written.

 

STRATEX OIL & GAS HOLDINGS, INC.
By:	/s/ Stephen Funk
	Stephen Funk
	Chief Executive Officer
/s/ Michael A. Cederstrom

 

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Exhibit A

 

For the purposes of this Employment Agreement, whenever the term "Disability" is not defined in a Disability Plan that the Company may maintain for the benefit of its senior officers, that term shall mean that, for a period of "120 continuous days", Executive is "limited" form performing the "material and substantial duties" of his "regular occupation" due to his "sickness" or "injury."

 

For purposes of this definition:

 

"120 continuous days" shall mean 120 days of sickness or injury which meets all of the other criteria for a Disability as defined herein, with no lapse of greater than 30 days (consecutively or in the aggregate);

 

"limited" from performing a duty or function means that Executive is unable to perform such duty or function;

 

"material and substantial duties" means duties that are normally required for the performance of Executive's "regular occupation" and cannot be reasonably omitted or modified;

 

"regular occupation" means all of the functions that Executive was routinely performing prior to the onset of the condition or conditions that resulted in the Company's decision to terminate Executive's employment for reasons related to Disability;

 

"sickness" means any illness or disease that renders Executive incapable of performing material and substantial duties of his employment under the Employment Agreement; and

 

"injury" means a bodily injury that is the direct result of an accident and not related to any other cause.

 

 

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Exhibit 99.1

STRATEX OIL & GAS HOLDINGS, INC. COMPLETES ACQUISITION OF RICHFIELD OIL & GAS COMPANY

FOR IMMEDIATE RELEASE

SALT LAKE CITY, UT-- (Marketwired) --12/1/14 – Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) ("Stratex" or the "Company") and Richfield Oil & Gas Company (“Richfield”) today announced the successful completion of the previously announced merger of a wholly owned subsidiary of Stratex with and into Richfield. Richfield survived the merger and is now a wholly owned subsidiary of Stratex. The merger was approved by Richfield’s stockholders at a special meeting held on November 24, 2014.

Effective with the opening of the market today, Richfield ceased to be a publicly traded company and its shares of common stock ceased to be quoted for trading on the OTCQX.

As a result of the merger, each share of Richfield common stock now represents the right to receive one share of Stratex common stock. 

Stratex intends to make a further announcement with respect to the merger later this week.

 

Investor Relations Contact

 

Derek Gradwell

SVP Natural Resources

MZ Group North America

Phone: [phone]

Email: [e-mail]

Web: www.mzgroup.us

 

Exhibit 99.2

 

STRATEX OIL & GAS HOLDINGS, INC. PROVIDES UPDATE FOLLOWING ACQUISITION

OF RICHFIELD OIL & GAS COMPANY

 

FOR IMMEDIATE RELEASE

 

SALT LAKE CITY, UT (Marketwired) 12/3/14 – Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) ("Stratex" or the "Company") provided an update today with respect to the Company’s recent acquisition of Richfield Oil & Gas Company (“Richfield”). As previously announced, pursuant to an Agreement and Plan of Merger dated May 6, 2014 (as amended, the “Merger Agreement”), effective December 1, 2014, Richfield became a wholly-owned subsidiary of Stratex, and all outstanding shares of Richfield common stock are to be exchanged for an equal number of shares of the Company’s common stock. For further details on the Merger Agreement, please see the Company’s Current Report on Form 8-K, filed today with the Securities and Exchange Commission.

 

Commencing December 1, 2014, Stratex moved our headquarters to 175 S. Main, Suite 900, Salt Lake City, Utah 84111. Our phone number is [phone].

 

By combining the complimentary asset portfolios of Stratex and Richfield, the Company will benefit from drilling program optimization, the elimination of duplicative expenses from operating Richfield as a publicly reporting company, as well as economies of scale relative to field operations. The acquisition also greatly enhances Stratex’s overall acreage position to 109,982 gross acres (27,270 net acres), and expands our present Kansas footprint and adds enormous world class upside potential in a new core area in Utah. Stratex also plans to continue to develop its scalable acreage in south Texas.

 

Stratex is now well positioned to enhance our drilling program into 2015 and beyond. This drilling program will be heavily weighted towards lower risk and development cost primarily in Kansas and Texas. The Company will also continue participating in a new Utah shale play in order to ramp cash flow organically through the drillbit. Our portfolio of projects will be strictly IRR driven.

 

Stratex will also continue to focus on prospective acquisitions in proved producing basins, in order to augment and further accelerate growth, and optimize capital allocation. Stratex’s management strongly believes that the Company is well situated to participate in far greater upside potential in the form of a larger and better capitalized entity, with a much broader portfolio of projects, and greater access to capital in order to execute our strategy. Stratex’s management is confident that it can extract significant incremental value embedded within the Company’s high quality asset base.

 

Richfield’s independent reserve report dated April 4, 2013 which includes only its Kansas proved reserves, will augment Stratex’s reserves, with additional proved reserves PV10 totaling $28.9 million (1,869,000 BOE, of which oil represents 96%), as of December 31, 2013. Richfield’s proved and probable PV10 totaled $109.0 million as of December 31, 2013, thus highlighting the increased liquids-based upside of our combined Kansas properties. It is very important to note that no reserves attributable to our Utah or Texas properties were included in this reserve report. Stratex’s management strongly believes that near and longer term drilling in Texas, and especially Utah, could prove up vast and highly economic crude oil reserves.

 

Stratex recently commenced the drilling of an initial 4 well program with respect to our Joint Development Agreement (“JDA”) with Eagle Oil & Gas Co., in Ford County, Kansas. The scalable JDA covers approximately 35,000 gross acres. The first 2 wells are presently being completed and we expect the next 2 wells to be drilled by yearend 2014. We anticipate meaningful production and proved reserves will be attributable to our JDA with Eagle during calendar 2015.

 

Stratex now has a stronger balance sheet and significantly higher net book value, with which the Company intends to optimize and exploit our development programs in both Kansas and south Texas. Combined with more streamlined operating efficiencies, this should also enhance capital formation efforts.

 

Proforma production currently totals 164 gross BOE/D and 139 net BOE/D. Stratex is actively transitioning into a production based mode from a leasehold acquisition mode. The Company has accumulated a significant and highly prospective multi-zone acreage position, with a multi-year drilling inventory in south Texas, Kansas and Utah, and is now poised to commence active drilling in order to ramp organic production, mostly via lower risk recompletion, rework and new drilling opportunities in south Texas and Kansas.

 

Management is particularly excited about what we believe to be the “company making” potential of our two prospectively massive projects in Utah. We believe our highly proprietary acreage there represents an unusual opportunity, notably for a company of our present size, to participate in what could well be a world class emerging shale development play, as well as a world class conventional exploration project. Stratex intends to leverage its upside via the establishment of joint venture drilling relationships and AMIs in order to balance and optimize future capital expenditures.

 

In September 2014, the Company elected to participate in the drilling of a well designated as the Moroni 11M1102 Well in Sanpete County, Utah. The well is located within the Company's Independence Prospect. The Company currently owns a 3.0% WI in 20,000 acres in the Independence Project and in the Moroni 11M1102 Well. This well is operated by Whiting Oil & Gas Corporation, and is currently in the drilling stage.

 

Stratex’s new land position contained within the Company’s Utah HUOP Freedom Trend prospect covers the largest identified underlined structure in the Central Utah Overthrust play. Similar to the two massive discoveries in 2003 (Covenant Field) and 2008 (Providence Field) by the Wolverine Gas & Oil/Occidental Petroleum consortium, we believe our "on trend" properties have the potential for a world class discovery in three stacked oil charged Navajo sandstone formations. The Freedom Trend prospect is in the Mississippian oil migration pathway. It is important to note that the Covenant and Providence fields together likely constitute one of the largest series of conventional discoveries in the Lower 48 over the past 40 years.

 

Stephen Funk, CEO, stated, “We will now focus our combined efforts to concentrate on increasing near term production, notably from lower risk locations in Kansas and south Texas, and streamlining internal operating efficiencies. Management is particularly excited regarding what we feel is enormous upside potential in Utah.”

 

Alan Gaines, Chairman of Stratex, stated, "Stratex now has a stronger balance sheet and significantly higher net book value, with which the Company intends to optimize and fast forward development, as well as exploit our significant and strategic acreage position in both of our proprietary Utah plays. On a going forward basis, the acquisition should strengthen our capital formation efforts. The Board of Directors is committed to the enhancement of shareholders' value."

 

 

About Stratex Oil & Gas Holdings, Inc.

 

Stratex Oil & Gas Holdings, Inc. is an independent energy company focused on the acquisition and subsequent organic exploitation and development of primarily crude oil properties in Texas and Kansas, as well as two proprietary and distinct projects in Utah, which include a massive shale development play and a world class exploration project, located along the Utah/Wyoming Overthrust. The Company also owns smaller operated and non-operated working interests in North Dakota, Utah and Montana. Stratex is fully committed to the creation of long term value for all of its stakeholders. For more information visit: www.stratexoil.com.

 

Forward Looking Statement

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements involve known and unknown risks and uncertainties, including risks associated with the Company's ability to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas, general economic factors, competition in the industry and other factors that could cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

 

Investor Relations Contact

 

Derek Gradwell

SVP Natural Resources

MZ Group North America

Phone: [phone]

Email: [e-mail]

Web: www.mzgroup.us

 

 

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