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SYRG > SEC Filings for SYRG > Form 8-K on 19-Mar-2013All Recent SEC Filings

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Completion of Acquisition or Disposition of Assets, Unregistered Sale of E

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported in the Current Report on Form 8-K filed by Synergy Resources Corporation ("Synergy") on March 7, 2013, Synergy entered into an Exploration Agreement (the "Agreement") with Vecta Oil and Gas, Ltd., a Texas limited partnership ("Vecta"), on March 1, 2013. The Agreement relates to certain oil and gas properties located in the Denver-Julesberg Basin, Colorado.

The transactions contemplated by the Agreement closed on March 13, 2013. At the closing, Synergy paid Vecta a leasehold reimbursement fee consisting of (i) a cash payment of $2,928,502 and (ii) the issuance to Vecta of 100,000 shares of Synergy's restricted common stock having a value, for purposes of the Agreement, of approximately $660,000.

Synergy and Vecta will work together to (i) acquire new proprietary seismic data across a portion of the oil and gas leases that are the subject of the Agreement (the "Leases"); (ii) drill a horizontal well on one of the Leases to evaluate either the Greenhorn Shale or Niobrara Shale; and (iii) conduct other exploration projects in the area covered by the Leases as may be mutually agreed upon. The Agreement contemplates the drilling of an initial well to test the Greenhorn formation on or before October 31, 2013.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement which Synergy will file as an exhibit to its 10-Q report for the three months ending February 28, 2013.

Item 3.02. Unregistered Sales of Equity Securities

The issuance of shares of common stock described in Item 2.01 of this report was deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon Section 4(2) of the Securities Act, as a transaction not involving a public offering. Vecta was provided full information regarding Synergy's business and operations and there was no general solicitation in connection with the offer or sale of these securities. Vecta acquired the shares of restricted common stock for its own account. The certificate representing the shares of restricted common stock acquired by Vecta will bear a restrictive 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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