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ITEM 3.02 Unregistered Sales of Equity Securities
On April 26, 2007, Terax Energy, Inc. (the "Company") entered into a Purchase
and Sale Agreement with Westar Oil, Inc. ("Westar") pursuant to which the
Company agreed to sell 55% of the issued and outstanding shares of common stock
of the Company. The Agreement contemplates the holding of two closings as
follows: (i) an initial closing pursuant to which the Company sold to Westar 9%
of its issued and outstanding common stock at a price of $0.21 per share; and
(ii) provided that as of July 15, 2007, there shall not be any bankruptcy or
insolvency proceeding against the Company, a second closing pursuant to which
the Company will sell to Westar 46% of its issued and outstanding common stock
at a price of $0.21 per share. Pursuant to the terms of the Agreement, at the
initial closing, Westar designated one member of the Board of Directors of the
Seller and the Company delivered an undated resignation of David Pratt as a
member of the Board of Directors of the Company which will be dated and accepted
upon the expiration of the 10 day period after the Company files a Schedule
14f-1. Further, in accordance with the terms of the Purchase and Sale Agreement,
the Company will change its name within 21 days of the initial closing to a name
designated by the Westar.
The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act") with respect to the foregoing,
pursuant to the provisions of Regulation D, promulgated pursuant to the Act.
Quelle : http://sec.edgar-online.com/2007/05/01/...2993-07-001587/Section5.asp
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