Turner Valley Oil and Gas Inc (TVOG)

[loanranger]

"$4,000,000 GHS financing deal back in the loop it appears per the recent 8k..."
Here's the language from the press release:
"This seeks completion (of an audit of 2019 and 2020) as a prerequisite with Turner’s equity placement agreement with GHS Investments, LLC which requires a Form 10 registration, previously announced for $4,000,000 available to view at the following link:
https://backend.otcmarkets.com/otcapi/company/financial-report/215959/content "


Here's some of the relevant language from the placement agreement:
"WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein,
the Investor shall invest up to Four Million Dollars ($4,000,000) (the "Commitment Amount"), from time
to time over the course of thirty six (36) months after an effective registration of the underlying shares (the “Contract Period”) to purchase the Company’s common stock par value $0.001 per share (the
“Common Stock”)"
"7.6 Within thirty (30) days after the Agreement is executed, the Company agrees to use its
best efforts to file with the SEC a registration statement covering the shares of stock underlying the
Equity Financing contemplated herein."
"The Company will take any and all steps necessary to have its registration statement declared effective by the SEC within 30 days but no more than 90 days after the Company has filed its registration statement."

The registration statements referred to in those excerpts are S-1 registration statements. There is no mention of a Form 10 registration statement requirement in the placement agreement.


GHS and lenders like them want to be able to sell any shares acquired under an agreement like this one right away. In order to do that the Company needs to file an S-1.
Filing a Form 10 doesn't allow such sales....it registers a Class of shares (in this case it would register the TVOG common)***.
Either a Form 10 or an S-1 submission creates an SEC filing obligation upon its effectiveness, 60 days (automatically) after a Form 10 is filed, or upon effectiveness of an S-1 (which requires an SEC review).

The bottom line is that GHS won't be able to sell any shares before an S-1 is filed so they aren't going to buy any shares until an S-1 is filed.


***"Unlike registration under the Securities Act, Exchange Act registration on Form 10 does not allow a company or its shareholders to sell unrestricted securities."
https://www.securitieslawyer101.com/2018/form-10-form-s-1-registration-statements/

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" https://pitchbook.com/profiles/company/314620-66 This would be very cool..."

Nice find, but it's weird. That page makes it appear that the deal has already happened:

Ownership Status
Acquired/Merged
(Operating Subsidiary)

Parent Company
Turner Venture Group

Nothing on the website or in recent filings supports that.