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| SYRG > SEC Filings for SYRG > Form 8-K on 7-Dec-2012 | All Recent SEC Filings |
7-Dec-2012
Completion of Acquisition or Disposition of Assets, Unregistered Sale of E
On December 5, 2012 Synergy Resources Corporation acquired the following oil and gas properties from Orr Energy, LLC:
o 36 producing oil and gas wells;
o leases covering approximately 3,933 gross (3,196 net) acres; and
o miscellaneous equipment.
Synergy has:
o a 100% working interest (77% net revenue interest) in 29 of the producing wells, with a smaller working/net revenue interest in the remaining 7 wells; and
o working interests ranging from 100% to 10.3% (net revenue interests ranging from 80% to 8.24%) in any wells which it elects to drill and complete on the acquired leases.
The producing oil and gas properties acquired from Orr Energy are located in the Wattenberg field, which is part of the Denver-Julesburg Basin. Approximately 1,000 undeveloped acres are located in the Denver-Julesburg Basin in an area which is north east of the Wattenberg field.
The purchase price for the oil and gas properties was $42,000,000, consisting of cash of $30,000,000 and 3,128,422 restricted shares of Synergy's common stock (valued at $12,000,000 for purposes of the transaction).
The shares of common stock issued to Orr Energy, LLC, as disclosed in Item 2.01 of this report, were not registered under the Securities Act of 1933 and are restricted securities. Synergy relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in connection with the issuance of these shares. Orr Energy was a sophisticated investor and was provided full information regarding Synergy's business and operations. There was no general solicitation in connection with the offer or sale of these securities. Orr Energy acquired these shares for its own account. The certificate representing these shares bears a restricted legend providing that the shares cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the issuance of these shares.
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