SILVERTON ENERGY, INC.: M&A transaction — Silverton Energy acquires Oklahoma oil & gas leases; $81M AHIC deal and $3.5M Agrawal deal

SILVERTON ENERGY, INC.

Executed two acquisition agreements on May 1, 2024: AHIC Assets ($81M) and Agrawal Assets ($3.5M).
AHIC purchase price paid via $81M, 20-year, non-interest bearing promissory note secured by assets due May 1, 2044.
Agrawal purchase price paid via $3.5M convertible note convertible into Class A common stock at market value within 13 months.
AHIC note includes credit: for each $15M institutional investment, $3M credited; default allows foreclosure or conversion to preferred stock.
Assets held in escrow until full payment; Agrawal assets require $150,000 improvement payment within six months.

item 1.01 item 2.01 item 5.06 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SILVERTON ENERGY, INC.: Company ceased being a shell company; OTC Markets removed shell company status (effective 2024-04-10).

Change: shell status
Effective: 2024-04-10

Exact text from the filing

As a result of the Shell Company Opinion Letter, on April 10, 2024 and continuing to the date of this Form 8K filing by the Company, the OTC Markets Pink Market has removed the “shell company” status from the Company’s SLTN Pink Sheet Stock listing. As a result, the Company is no longer a shell company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.7

SILVERTON ENERGY, INC. completed an acquisition involving Kris Agrawal and Kris k. Agrawal, et al, Exxon Oil & Gas, Inc., Vance-1 Properties, LLC for $3,500,000.00 (closed 2024-05-01).

Action: acquisition
Counterparty: Kris Agrawal and Kris k. Agrawal, et al, Exxon Oil & Gas, Inc., Vance-1 Properties, LLC
Consideration: $3,500,000.00
Closing: 2024-05-01

Exact text from the filing

this transaction is a contract (a “chose in action”) for lease assignments and is not currently vesting title to the assets in Buyers. The agreed purchase price of the Assets is $3,500,000.00, the payment of which by a “convertible note,” which is to be readily convertible into the Company’s Class “A” Common Stock, at its “market value” per share “at the moment of

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.7

SILVERTON ENERGY, INC. completed an acquisition involving American Heritage Investment Capital, L.P. for $81,000,000, 20-year, non-interest bearing Promissory Note (closed 2024-05-01).

Action: acquisition
Counterparty: American Heritage Investment Capital, L.P.
Consideration: $81,000,000, 20-year, non-interest bearing Promissory Note
Closing: 2024-05-01

Exact text from the filing

nd American Heritage Investment Capital, L.P. (“AHIC”) , dated May 01, 2024, with the Company as Buyer and AHIC, as Seller

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SILVERTON ENERGY, INC. entered into AHIC Acquisition Agreement with American Heritage Investment Capital, LP valued at $52,000,000 (effective 2024-05-01).

Action: entry
Agreement: asset purchase
Counterparty: American Heritage Investment Capital, LP
Value: $52,000,000
Effective: 2024-05-01

Exact text from the filing

On May 01, 2024, the Company executed acquisitions through two acquisition agreements “Acquisition Agreement” between the Company as the Buyer, and American Heritage Investment Capital, LP. (“AHIC”), (the “AHIC Acquisition Agreement”

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SILVERTON ENERGY, INC. entered into Agrawal Acquisition Agreement with Kris Agrawal, Kris k. Agrawal, Exxon Oil & Gas, Inc., Vance-1 Properties, LLC valued at $3,500,000 (effective 2024-04-04).

Action: entry
Agreement: asset purchase
Counterparty: Kris Agrawal, Kris k. Agrawal, Exxon Oil & Gas, Inc., Vance-1 Properties, LLC
Value: $3,500,000
Effective: 2024-04-04

Exact text from the filing

On May 01, 2024, the Company entered into an “Acquisition Agreement” between AHIC and SLTN, as the “Buyer” and Kris Agrawal and Kris k. Agrawal, et al, Exxon Oil & Gas, Inc., Vance-1 Properties, LLC, as the “Seller” (the Agrawal Acquisition Agreement”), with an effective date of April 04, 2024

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Source: SEC EDGAR

accession 0001683168-24-003611

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