Current Report Filing (8-k)
29 November 2022 - 12:45AM
Edgar (US Regulatory)
0001589361
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0001589361
2022-11-22
2022-11-22
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 22, 2022
White
River Energy Corp
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-192060 |
|
45-3797537 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
609
W/ Dickson St., Suite 102 G
Fayetteville,
AR |
|
72701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
(800)
203-5610 |
|
|
(Registrant’s
telephone number, including area code) |
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01 Entry into a Material Definitive Agreement.
On
November 22, 2022, White River Energy Corp (the “Company”) entered into two Participation Agreements (each, an “Agreement”)
with White River E&P 1 LP (the “Fund”), a related party, whereby the parties agreed to the following: (i) under the first
Agreement, the Fund agreed to pay the Company an initial amount of $1,408,000 for drilling one or more wells on the Company’s mineral
lease located in Rankin County, Mississippi in exchange for (A) a 50% working interest and (B) a 32.5% net revenue interest in all such
wells (the “Mississippi Agreement”); and (ii) under the second Agreement, the Fund agreed to pay the Company an initial amount
of $1,597,632 for drilling one or more wells on the Company’s mineral lease located in Concordia Parish, Louisiana in exchange
for (A) a 37.5% working interest and (B) a 27% net revenue interest in all such wells (the “Louisiana Agreement”). Under
the Agreements, the initial payments are due November 30, 2022. In addition, under the Louisiana Agreement, in the event the test well
on the lease is determined to be economically viable, the Fund agreed to pay the Company an additional $595,972.45 in costs to complete
and produce the test well, while the Mississippi Agreement requires an additional $992,963.27 in costs to complete and produce that
test well.
Under
each Agreement, the Fund agreed to participate in the drilling of the initial test well, and each party may also drill a substitute
well if the test well is abandoned prior to reaching the agreed upon depth. Further, for any well drilled after the initial test well
and substitute well referenced in the preceding sentence, the Fund agreed to the same cost sharing arrangements as provided for the initial
test well.
The
Louisiana well commenced drilling in mid-November 2022 and is expected to reach terminal depths and be logged in mid-December 2022. The
Mississippi well is expected to commence drilling in mid-December 2022 and is expected to reach terminal depths and be logged in mid-January
2023.
The
foregoing description of the terms of the Agreements and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the copies of the Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
|
|
|
|
Incorporated
by Reference |
|
Filed or
Furnished |
Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
10.1 |
|
Mississippi Agreement* |
|
|
|
|
|
|
|
Filed |
10.2 |
|
Louisiana Agreement* |
|
|
|
|
|
|
|
Filed |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
* |
Certain
schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the
Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
White
River Energy Corp |
|
|
|
Date:
November 28, 2022 |
By: |
/s/
Jay Puchir |
|
Name:
|
Jay
Puchir |
|
Title: |
Chief
Executive Officer |
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