Worthington Energy, Inc. (fka WGASQ)

[xZx]

WGAS... key virgin oil puzzle piece:

http://www.rigzone.com/news/oil_gas/a/113170/Paxton_Sued_over_Lease_Sale

Under the terms of the lawsuit, Plaintiff, Montecito Offshore, LLC alleges it is entitled to rescind the sale of the leasehold interest to Paxton, comprising a 70% leasehold working interest, because Paxton did not pay the purchase price, and did not merge with New Orleans based Virgin Oil Company, Inc. which was a condition of the conveyance of the leasehold interest.

http://google.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=7927945&SessionID=5kjUFSHpJOQU9A7

SECOND ADDENDUM TO
ASSET SALE AGREEMENT
a Nevada corporation
Montecito Offshore, LLC

This Second Addendum to Asset Sale Agreement (the “Addendum”) is executed to be effective as of May 2, 2011 by and among Paxton Energy, Inc. a Nevada corporation (“Paxton”), whose principal office is located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148), Montecito Offshore, L.L.C. , a Louisiana limited liability company (“Seller”), whose mailing address is 909 Poydras Street, Ste 2200, New Orleans, LA 70112, and PaxAcq Inc . , a Louisiana corporation (“PaxAcq”), a wholly-owned subsidiary of Paxton, whose address 8550 United Plaza Blvd, Bldg II Ste 305, Baton Rouge LA 70809.

Recitals

A. On or about March 28, 2011, Paxton and Seller entered into an Asset Sale Agreement (the “Original Agreement”)

B. On or about April 7, 2011, Paxton and Seller entered into the First Addendum to Asset Sale Agreement (the “First Addendum”).

C. On April 29, 2011, Articles of Incorporation of PaxAcq were filed in the Office of the Secretary of State, State of Louisiana creating PaxAcq, which will be a wholly-owned subsidiary of Paxton.

D. On April 29, 2011, Paxton, PaxAcq, Virgin Oil Company, Inc., a Louisiana corporation (“Virgin”), and Virgin Offshore U.S.A., Inc., a Delaware corporation (“Offshore”) entered into an Agreement of Merger. Subject to satisfaction to a number of conditions described therein, Virgin and PaxAcq will merge in consideration, among other things, of common stock of Paxton to be issued to stockholders of Virgin, and Virgin will be the surviving entity in the statutory merger with PaxAcq.