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ITEM 1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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Settlement
Agreement
On
or
about November 28, 2007, Texhoma Energy, Inc. (the “Company”, “we,” and “our”)
entered into a Settlement Agreement and Mutual Release (the “Agreement”) by and
between the Company, Frank A. Jacobs, our former officer and Director
(“Jacobs”), and Jacobs Oil & Gas Limited, a British Columbia corporation
(“JOGL” and collectively with Jacobs, the “Jacobs Parties”), Clover Capital, a
creditor of the Company (“Clover”), Capersia Pte. Ltd., a Singapore company and
a significant shareholder of the Company (“Capersia”), Peter Wilson, an
individual and a former Director of the Company (“Wilson”), and Sterling Grant
Capital, Inc., a British Columbia corporation, controlled by Mr. Wilson (“SGC”
and collectively with Clover, Capersia and Wilson, the “Non-Jacobs Parties,” and
with the Jacobs Parties, the “Interested Parties”). We had various
disputes with the Interested Parties relating to the issuances of and transfers
of various shares of our common stock and various of the Interested Parties
had
alleged that we owed them consideration (the “Disputes”). We entered
into the Agreement to settle the Disputes with the Interested
Parties.
In
consideration for the Company agreeing to enter into the Agreement, the Jacobs
Parties agreed to the following terms: the Jacobs Parties would return to the
Company for cancellation 5,000,000 of the 7,500,000 shares purchased by Jacobs
in March 2006 (the “Jacobs Shares”); all debt owed by Texhoma to the Jacobs
Parties, known or unknown, was discharged and forgiven, including the total
outstanding amount of the approximately $500,000 Promissory Note owed to Frank
A. Jacobs by the Company (the “Jacobs Note”); the Company owes Jacobs no rights
to contribution and/or indemnification in connection with Jacobs employment
with
the Company; Jacobs agreed to certify the accuracy and correctness of the
Company’s previously prepared annual and interim financial statements and
periodic reports, relating to the time period of his employment from
approximately January 2005 to June 2007; the Jacobs Parties agreed they have
no
interest in and will not interfere with the issuance of or any subsequent
transfers of shares to or from Lucayan Oil and Gas Investments, Ltd. (the “LOGI
Shares”), a Bahamas corporation; Jacobs agreed to use his best efforts to answer
the Company’s questions and produce documents in the future regarding operations
and financials of the Company; Jacobs agreed that he no longer holds any
exercisable options of the Company; the Voting Agreement entered into between
various parties in June 2007, including Jacobs, remains in full affect and
force
against Jacobs; and Jacobs has no interest in any shares other than the
aforementioned 2,500,000 shares.
Additionally,
in consideration for the Company agreeing to enter into the Agreement, the
Non-Jacobs Parties agreed to the following terms: any and all debts owed by
Texhoma to Clover, which purportedly totaled approximately $60,000, Capersia,
which purportedly totaled $60,000 or any of the Non-Jacobs Parties (including
approximately $20,000 purportedly owed to Wilson) was discharged and forgiven;
the Non-Jacobs Parties agreed that they have no interest in and will not
interfere with the issuance of the LOGI Shares; the Voting Agreement remains
in
full force and effect against Capersia; and in connection with the 30,000,000
shares of Company stock in Capersia’s possession received through Texhoma’s
previous purchase of a 40% interest in Black Swan Petroleum Pty. Ltd. (the
“Capersia Shares”), Capersia will not transfer shares in excess of 2% of
Texhoma’s then outstanding shares in any three (3) month period, until the
second anniversary of the Agreement.
Lastly,
in consideration for the Jacobs Parties and the Non-Jacobs Parties agreeing
to
the terms of the agreement, Texhoma agreed to the following terms: Jacobs will
retain the remaining 2,500,000 shares of Company stock and Capersia will retain
the aforementioned 30,000,000 shares of Company stock free and clear of any
claims to such shares by the Company; and JOGL shall retain all rights to the
200,000 shares of Morgan Creek Energy Corp. (“Morgan Creek”) shares held in
trust by JOGL as collateral for a promissory note issued to JOGL by the Company
(the “Jacobs Note” and “Morgan Creek Shares”), the Company will release all
claims to said shares or any additional shares of Morgan Creek that the Company
may be due as a result of stock splits or share distributions.
Further,
pursuant to the Agreement, the Interested Parties agreed to release the Company
from any and all rights, obligations, claims, demands and causes of
action, known or unknown, asserted or unasserted relating to the Disputes or
the
Company or its current or former Directors, and the Company agreed to release
the Jacobs Parties and the Non-Jacobs Parties from any and all rights,
obligations, claims, demands, and causes of action arising from or relating
to
the Capersia Shares, Jacobs’ employment with the Company, the Jacobs Note, the
Jacobs Shares, the Morgan Creek shares, and the LOGI Shares.
As
a
result of the Agreement, the Company was able to settle approximately $640,000
in debt which it purportedly owed to the various Interested Parties and to
settle any and all other claims with such parties, in return for the
consideration discussed above, which mainly consisted of assigning the rights
to
the 200,000 shares of Morgan Creek Energy Corp. stock to Frank A. Jacobs, which
shares had an approximate value of $92,000 based on the trading price of Morgan
Creek Energy Corp.’s common stock on the date of the Agreement of
$0.46.
Sale
of Units
On
or
about November 28, 2007, we agreed to sell $250,000 in Units (as defined below
under Section 3.02) to an offshore investor, of which $125,000 were immediately
sold, and an additional $125,000 were agreed to be purchased on or before
December 15, 2007. The Units are described in greater detail below
under Section 3.02.