Croff Enterprises' special meeting, held on December 21, 2007, was called to approve the corporate plan of division and reorganization adopted by the board of directors on October 25, 2007. The Plan of Corporate Division separates Croff into two companies.
The Plan requires the formation of a new Utah corporation to be known as Croff Oil Company, Inc., as a separate corporation from Croff Enterprises, Inc.
All of the oil and gas assets, related bank accounts, and intangible assets relating to oil and gas and all oil and gas liabilities will be assigned to this new corporation which will initially be a wholly owned subsidiary. Effective by year end 2007, each Croff Preferred B shareholder will be entitled to one restricted common share in the new Croff Oil Company, Inc. for each preferred B share currently held. The new private company will contain all the oil and gas assets and liabilities and will be owned by the Preferred B shareholders. The Preferred B shares currently have all of the oil and gas assets pledged to them. Croff Enterprises, Inc. will continue as a public corporation seeking merger, acquisition, or other reorganization opportunities, with only the one class of common shares issued.
Also approved as part of the special meeting were two proposals to increase the authorized common and preferred "A" shares issued. The authorized common was increased from 20 to 50 million shares, while the authorized preferred "A" was increased from 5 to 10 million shares. Additionally the shareholders elected to retain the current board for another year, and approved Ronald Chadwick P.C., CPA as the company's independent auditor for the next year.
Most Popular Articles