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 Act of 1934
Date of Report (Date of earliest event reported): 03/05/19
Turner Valley Oil & Gas, Inc.
(Exact name of Registrant as specified in its charter)
Commission File Number: 0-30891
Nevada | 91-1980526 | |
(Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
1600 West Loop South, Suite 600, Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-713-588-9453
INTRODUCTION
This Registrant (Reporting Company) has elected to refer to itself, whenever possible, by normal English pronouns, such as "We", "Us" and "Our". This Form 8-K may contain forward-looking statements. Such statements include statements concerning plans, objectives, goals, strategies, future events, results or performances, and underlying assumptions that are not statements of historical fact. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements which reflect our current views, with respect to future events or results and future financial performance. Certain words indicate forward-looking statements, words like "believe", "expect", "anticipate", "intends", "estimates", "forecast", "projects", and similar expressions.
Item 1.01. Entry into a Material Definitive Agreement
Turner entered into an acquisition agreement with Ark Capital Holdings, LLC (“Ark”) with terms as follows:
TVOG, is a United States (Nevada) corporation. TVOG is currently pursuing synergistic acquisitions in the Infrastructure Services, Supply Chain, Technology and Finance segments.
Specifically within Finance, focused on providing capital to the infrastructure industry including equipment financing, receivable financing, factoring, equity investment, refinancing, and related financing needs. ACH provides these types of services to corporate clients now through assets under management and capital relationships.
Per our recent discussions TVOG and ACH are mutually interested in a partnership with ACH for the acquisition of ACH by TVOG. We are pleased to present the following proposal to describe the terms and conditions under which this acquisition could occur.
Whereas, TVOG intends to acquire ACH as a wholly owned subsidiary for the purposes of incubating ACH and pursuing venture capital or a spin-out of ACH in order to fully capitalize its growth capital needs and unlock valuation.
To that end, TVOG proposes the following acquisition transaction and financial considerations to ACH:
1. Acquisition And Capital Structure:
TVOG will acquire ACH with the following considerations.
TVOG will structure underwriting offer with capital markets partner as follows:
Valuation Metrics:
Item 7.01. Regulation FD Disclosure.
The Company intends to issue a press release on 03/06/19 to provide investors with updates regarding this acquisition. The update is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release planned to issue by the Company on 03/06/19 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 8-K has been signed below by the following person(s) on behalf of the Registrant and in the capacity and on the date indicated.
Dated: 03/05/19
Turner Valley Oil and Gas, Inc.
By: /s/ Steve Helm
Steve Helm, President/CEO/Director