Stratex Oil & Gas Holdings and Richfield Oil & Gas Company, together with Richfield Acquisition Corp. (RAC) – a wholly-owned subsidiary of Stratex – have entered into an Agreement and Plan of Merger for the merger of RAC with and into Richfield, with Richfield becoming a wholly-owned subsidiary of Stratex.
After the merger, based on the number of shares of Richfield common stock outstanding on May 6, 2014, each outstanding share of Richfield common stock (other than shares held by those Richfield stockholders properly exercising dissenters’ rights) would be converted into 1.009 shares of Stratex common stock. Richfield’s stockholders will receive cash in lieu of fractional shares of Stratex.
Stratex, Richfield and certain Richfield subsidiary also entered into a Note and Security Agreement providing for pre-merger advances of up to USD 3,000,000 by Stratex to Richfield and its subsidiaries. Up to USD 2,000,000 of this amount will be dedicated specifically to fast-forwarding the pre-merger development of Richfield’s high quality and scalable Kansas properties, under a mutually agreeable work program. The remaining USD 1,000,000 will be used by Richfield for general corporate purposes approved by Stratex.