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): February 2, 2000
Wyoming Oil & Minerals, Inc.
(Exact name of registrant as specified in its charter)
Wyoming 0-7919 83-0217330
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
330 South Center, Suite 419, Casper, Wyoming 82601
(Address of principal executive offices) (Zip Code)
(307) 234-9638
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On February 14, 2000, the Company became the assignee of Michael D.
Herman with respect to Mr. Herman's contractual right and obligation to
purchase an undivided 25% working interest in certain oil and gas leases known
as the "Slater Dome and Coal Bank Draw Prospects" being explored and developed
by Skyline Resources, Inc., a Colorado corporation ("Skyline"). The project
is located on the east edge of the greater Green River Basin in Carbon
County, Wyoming. Mr. Herman, Chairman and CEO of the Company, assigned his
contractual position to the Company for consideration consisting of
(i) $100,000 paid to Mr. Herman; (ii) the allowance by the Company of Mr.
Herman's effectuating a cashless exercise of 300,000 options to purchase
common stock in the Company, the exercise price of which would otherwise
have been $1.00 (taking into account the 1-for-100 reverse split of the
common stock which occurred Feb. 18, 2000 and is also described herein;
the options granted were a portion of those described in Section 1.6 of
the Stock Purchase and Restructuring Agreement between the parties which was
previously filed as an exhibit to Form 10-Q filed by the Company on
January 14, 2000); (iii) the issuance by the Company to Mr. Herman of an
additional 300,000 options to purchase common stock at an exercise price of
$2.00 per share and with an exercise period of three years; (iv) the
assumption of Mr. Herman's obligations with respect to the project, including
but not limited to the obligation to pay to Skyline an additional $135,000,
as well as the obligation to pay a 25% pro rata share of drilling and
exploration costs attaching to the project, the current outstanding amount
of which obligation is $52,361.20.
In determining the amount of consideration to be paid for the purchase of
Mr. Herman's contractual position, the Company considered the engineering
reports presented regarding the project, which were completed by an outside
expert engineering firm and contained favorable indications of potential gas
production from well logs, desorption work, vitrinite reflectance, and cased
hole drill stem tests. Based on these reports, management determined Mr.
Herman's contractual position to be worth not less than $550,000, determined
on a conservative basis. Mr. Herman abstained from the Board's decision
regarding the purchase. Both the previous Board as it was comprised prior to
the Shareholders' Meeting held on February 2, 2000, and the current Board (Mr.
Herman abstaining) approved the purchase and the specific terms thereof. The
Company believes that the terms of the purchase are arms' length.
Skyline has the rights to acquire the working interest described above,
as well as additional working interests in the same project totaling 85%, from
a third party provided that it performs various drilling and testing
obligations timely with respect to the project. Skyline has represented to
the Company that Skyline has performed all of its obligations to date and
expects to continue to perform its obligations under its agreement
with the third party, such that Skyline will obtain the working interests in
the near future. The only remaining obligation on Skyline's part is to drill
one additional well, which Skyline and the Company anticipate completing
within the next 120 days. The Company's obtaining the 25% working interest
in the project is dependent upon Skyline's performance under its contract
with the third party and resultant acquisition of the 85% working interest
in the project.
The Company also completed on February 15, 2000 the purchase of 800 acres
of oil and gas leases known as the "Meadow Creek" project located in Johnson
County, Wyoming; 240 acres of oil and gas leases known as the "Midway Dome"
project located in Natrona County, Wyoming; and a 79% working interest in a
project known as the "Burke Ranch," also in Natrona County. Management intends
to invest additional capital in recompleting existing, producing wells at those
locations, in anticipation of increased daily production and cash flow.
The funds used by the Company for the purchases described above were
funds obtained through a bank line of credit provided to the Company by
American National Bank of Cheyenne, Wyoming.
Information contained in this Form 8-K other than historical information
should be considered forward-looking and is subject to various risk factors and
uncertainties. For instance, the strategies and operations of the company
involve risks of competition, changing market conditions, uncertainty of oil
and gas reserve estimates and other factors. Accordingly, actual results may
differ materially from those in any forward-looking statements.
Item 5. Other Events.
At the Company's Annual Meeting of Shareholders held in Cheyenne, Wyoming
on February 2, 2000, the following persons were elected and re-elected,
respectively, to the Board of Directors:
Michael D. Herman
Jack C. Bradley, Jr.
Gerard Laheney
Frederick L. Joutz
Ray Mason
At the meeting the shareholders approved a 1-for-100 reverse split of the
Company's common stock, which was effectuated on February 18, 2000. Fractional
shares were rounded up to a full share. The Company's new trading symbol is
"WYOG."
Also at the meeting, the shareholders approved the authorization of two
million shares of "blank check" preferred stock.
The new Board elected the following persons to the offices indicated:
Michael D. Herman Chief Executive Officer, Treasurer, Secretary
Jack C. Bradley, Jr. President
Mr. Herman was also named Chairman of the Board.
The Company was approved on February 11, 2000 for a $700,000 line of
credit by American National Bank in Cheyenne, Wyoming, which line of credit is
now in place and was used to make the purchase described above.
Item 7. Financial Statements and Exhibits.
Exhibits.
Exhibit 2.1 Assignment Agreement Regarding Working Interest
Exhibit 99.1 Press Release dated Feb. 8, 2000
Exhibit 99.2 Press Release dated Feb. 17, 2000
Exhibit 99.3 Press Release dated Feb. 24, 2000
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.
Wyoming Oil & Minerals, Inc.
Date: February 24, 2000 By: /s/ Michael D. Herman
Michael D. Herman, Chief Executive
Officer
EXHIBIT 2.1
ASSIGNMENT AGREEMENT REGARDING WORKING INTEREST
This Assignment Agreement Regarding Working Interest is made effective as of
the 2nd day of February, 2000, by and between Michael D. Herman ("Herman") and
Wyoming Oil & Minerals, Inc. ("WYOM").
WHEREAS, Herman is the owner of the contractual right (the "Right") to
purchase an undivided 25% working interest (the "Interest") in the oil and
gas leases known as the Slater Dome and Coal Bank Draw Prospects described on
Exhibit A hereto, from the surface to the top of the Mancos Formation;
WHEREAS, Herman wishes to sell the Right to WYOM, and WYOM wishes to purchase
the Right from Herman, on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. On or before February 23, 2000, WYOM shall purchase from Herman, and Herman
shall sell to WYOM, the Right for the consideration listed below:
(a) WYOM shall pay to Herman $100,000;
(b) WYOM shall allow Herman the "cashless exercise" of 300,000 options to
purchase common stock of WYOM, the exercise price of which would otherwise
have been $1.00 per share (such numbers are post-reverse-split; the options
referenced are a portion of those to be granted by WYOM to Herman under
Section 1.6 of the "Stock Purchase and Restructuring Agreement" between the
parties);
(c) WYOM shall issue to Herman an additional 300,000 options (post-reverse-
split) with an exercise price of $2.00 per share (post-reverse-split) and an
exercise period of three years;
(d) WYOM shall assume all obligations of Herman with respect to the Right,
including but not limited to the obligation to pay to Skyline an additional
$135,000, as well as the obligation to pay a 25% pro rata share of drilling and
exploration costs attaching to the Right, the current outstanding amount of
which obligation is $52,361.20.
2. The Right consists of the contractual right to purchase an undivided 25%
working interest in the oil and gas leases known as the Slater Dome and Coal
Bank Draw Prospects described on Exhibit A hereto.
3. The parties shall take all reasonable steps and execute all further
documents and instruments necessary to effectuate the intents and purposes of
this Agreement.
4. This Agreement shall be governed by and construed under the laws of the
State of Wyoming.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the day and year first above written.
/s/ Michael D. Herman
Michael D. Herman
Wyoming Oil & Minerals, Inc.
By:/s/ Jack C. Bradley, Jr.
Jack C. Bradley, Jr., President
PRESS RELEASE
FOR IMMEDIATE RELEASE
WYOMING OIL & MINERALS, INC. ANNOUNCES NEW BOARD AND REVERSE SPLIT
Cheyenne, Wyoming
Date: February 8, 2000
Contact Information: Jack C. Bradley, Jr. 307-234-9638
Wyoming Oil & Minerals, Inc. (OTCBB: WYOM), a Casper,Wyoming-based oil and
gas exploration and production company, announced today that it held its annual
shareholders' meeting on February 2, 2000 in Cheyenne, Wyoming. At the
meeting, four new directors were elected, one current director was re-elected,
and two other matters were approved. The shareholders elected Michael D.
Herman, Gerard Laheney, Frederick L. Joutz and Ray Mason, and re-elected Jack
C. Bradley, Jr., as directors. The shareholders also approved a 1-for-100
reverse split of the company's common stock, which will be effectuated on
February 18, 2000. Also approved was the authorization of two million shares
of "blank check" preferred stock. The Company also announced the election of
Jack C. Bradley, Jr. as President and Michael D. Herman as Chief Executive
Officer, Treasurer, and Secretary. Mr. Herman was also named Chairman of the
Board.
The directors hope to use preferred stock, common stock, and bank lines of
credit to obtain funding which will allow the company to fully realize the
potential of the company's currently-owned oil and gas leasehold interests,
as well as to undertake acquisitions of other oil and gas leasehold interests.
The new Board plans to immediately undertake a capital investment program and
acquisition strategy with the long-term goal of returning the company to
profitability and thereby increasing value to the company's shareholders. Said
Michael D. Herman, Chairman, "It is an exciting time in the oil and gas
industry, and with the reverse split, the new Board and the availability of
preferred stock, we believe that Wyoming Oil & Minerals, Inc. will be able to
take advantage of current market conditions and business opportunities in a
manner most beneficial to our shareholders."
Information contained in this news release other than historical information
should be considered forward-looking and is subject to various risk factors and
uncertainties. For instance, the strategies and operations of the company
involve risks of competition, changing market conditions, uncertainty of oil
and gas reserve estimates and numerous other factors discussed in the company's
filings with the Securities and Exchange Commission. Accordingly,
actual results may differ materially from those in any forward-looking
statements.
PRESS RELEASE
FOR IMMEDIATE RELEASE
WYOMING OIL & MINERALS, INC. ANNOUNCES BANK FINANCING AND NEW TRADING SYMBOL
DUE TO REVERSE SPLIT
Cheyenne, Wyoming
Date: February 17, 2000
Contact Information: Jack C. Bradley, Jr. 307-234-9638
Wyoming Oil & Minerals, Inc. (OTCBB: WYOG), a Casper,Wyoming-based oil and gas
exploration and production company, announced today that as of February 18,
2000, its new trading symbol will by WYOG. Its former symbol was WYOM. The
change in the symbol is being made in connection with the 1-for-100 reverse
split of the company's common stock which will occur on Feb. 18, 2000, as
previously announced.
The company also announced that it has secured a $700,000 line of credit from a
Cheyenne-based bank, to be used for capital investment with respect to the
company's currently-owned oil and gas leasehold interests, as well as to
undertake acquisitions of other oil and gas leasehold interests.
Information contained in this news release other than historical information
should be considered forward-looking and is subject to various risk factors and
uncertainties. For instance, the strategies and operations of the company
involve risks of competition, changing market conditions, uncertainty of oil
and gas reserve estimates and numerous other factors discussed in
the company's filings with the Securities and Exchange Commission. Accordingly,
actual results may differ materially from those in any forward-looking
statements.
PRESS RELEASE
FOR IMMEDIATE RELEASE
WYOMING OIL & MINERALS, INC. ANNOUNCES OIL AND GAS LEASEHOLD ACQUISITIONS
Casper, Wyoming
Date: February 24, 2000
Contact Information: Jack C. Bradley, Jr. 307-234-9638
Wyoming Oil & Minerals, Inc. (OTCBB: WYOG), a Casper,Wyoming-based oil and gas
exploration and production company, announced today that it has agreed to
purchase an undivided 25% working interest in certain oil and gas leases known
as the "Slater Dome and Coal Bank Draw Prospects" being explored and developed
by Skyline Resources, Inc., a Colorado corporation. The project is located on
the east edge of the greater Green River Basin in Carbon County, Wyoming. The
primary target for production is coalbed methane gas, which is located at
various depths of less than 2,000 feet. Additionally, the company and Skyline
Resources plan to drill a well to test for oil in the Niobrara formation within
the next 90 days. The drilling of this well will complete Skyline's exploration
and drilling obligations under an agreement with a third party to secure
ownership of the working interests. Skyline and its partners recently drilled
and tested a coalbed methane well at the project, with respect to which outside
engineering reports contained favorable indications of potential gas production
from well logs, desorption work, vitrinite reflectance, and cased hole drill
stem tests.
The Company also announced today that it has completed the acquisition of 800
acres of oil and gas leases known as the "Meadow Creek" project located in
Johnson County, Wyoming; 240 acres of oil and gas leases known as the "Midway
Dome" project, a multi-zone recompletion project, located in Natrona County,
Wyoming; and a 79% working interest in a project known as the "Burke Ranch,"
also located in Natrona County. These three projects are all currently
producing high gravity sweet oil at depths ranging from 3,000 to 6,200 feet.
The company intends to invest additional capital in reworking and recompleting
existing, producing wells at those locations, in anticipation of increased
daily production and cash flow. Engineering reports on the projects
indicate that daily production may be increased at all three locations with
additional capital investment.
Information contained in this news release other than historical information
should be considered forward-looking and is subject to various risk factors and
uncertainties. For instance, the strategies and operations of the company
involve risks of competition, changing market conditions, uncertainty of oil
and gas reserve estimates and numerous other factors discussed in the
company's filings with the Securities and Exchange Commission. Accordingly,
actual results may differ materially from those in any forward-looking
statements.
