Replies to post #5167 on Daybreak Oil and Gas Inc (DBRM)

[HokieHead]

Oh they did, can you look at the day of the PR/Filing and get back to me? Thanks. Lmfao.

[benosufan]

Just looking at that news from October....one would expect to see DBRM do the capital raise of 2.5 million dollars via private placement soon. That news might send it again. Then of course if they follow through on their plan we should see the reabold leases acted upon and see some oil production. Lot's of potential fun in the future...but for now I will wait for it to bottom out again. I don't think the quoted value of reabold is accurate...considering the details of the acquistion...just my opinion

In connection with the Equity Exchange, and as conditions to closing the Equity Exchange, Daybreak also proposes to:



(a) Amend and restate its Amended and Restated Articles of Incorporation to increase the number of total authorized shares of Parent Common Stock to not more than 500,000,000 to provide enough shares to accomplish the transactions contemplated by the Equity Exchange and other potential future issuances, and to allow a majority share vote to approve transactions where a higher vote is provided by the Washington Business Corporation Act (the “Second Restated Articles”);


(b) Upon the approval of a majority of the outstanding shares of the Company’s Series A Preferred shares, convert each Series A Preferred share to three (3) shares of Daybreak’s common stock, par value $0.001 (the “Series A Conversion Agreement”);


(c) Convert approximately $2,000,000 of related party liabilities of Daybreak into common stock of the Company (the “Related Party Debt Conversion”);


(d) Enter into agreements to sell a minimum of $2,500,000 of shares of Daybreak’s common stock to one or more investors in a private placement expected to close promptly following the closing of the Equity Exchange (the “Capital Raise”);


(e) Enter into registration rights agreement between Daybreak and the purchasers of common stock pursuant to the Capital Raise giving such purchasers rights to demand or participate in registration of Company common stock held by them on the terms contained therein;


(f) Effective upon the closing of the Equity Exchange, appoint Integrity Management Solutions, Inc. as contract operator of Reabold’s oil and gas license interests for a minimum of the one (1) year period;


(g) Nominate to the Daybreak board of directors, a nominee to be selected by Reabold (the “Reabold Director”), such nominee, if elected, to join the board effective as of the closing of the Equity Exchange and, also effective upon the closing of the Equity Exchange, enter into a voting agreement by and among Daybreak, Gaelic and James F. Westmoreland, where, on the terms therein, Daybreak and the shareholder parties thereto agree to nominate a person designated by Gaelic and a person designated by James F. Westmoreland to Daybreak’s board of directors, and the parties thereto agree to vote their shares in favor of such candidates; and


(h) Effective upon the closing of the Equity Exchange, enter into indemnification agreements between Company and its directors.


The foregoing description of the Equity Exchange and the transactions contemplated thereby are qualified in their entirety by the full text of the documents attached hereto as exhibits and incorporated by reference in this report.