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UNITED STATES
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):
August 14, 2024 (August 14, 2024)
FORMATION MINERALS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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001-41209 |
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87-2406468 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
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(IRS Employer
Identification No.) |
P.O. Box 67
Jacksboro, Texas 76458
(Address of Principal Executive Offices) (Zip
Code)
972-217-4080
(Registrant’s Telephone Number, Including
Area Code)
Securities registered pursuant to Section 12(b)
of the Act: None
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
In this Current Report
on Form 8-K, the terms “we”, “us”, “our” and the “Company” refer to Formation Minerals,
Inc., a Nevada corporation, unless the context indicates otherwise.
Item 8.01. Other Events.
On August 14, 2024, we
issued a press release, which press release is attached hereto as Exhibit 99.1, containing a letter to our stockholders providing a corporate
update and highlighting the past’s years achievements and our vision for the Company’s future.
The information in this Current Report on Form
8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of
Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This Current Report on Form 8-K (including Exhibit 99.1)
will not be deemed an admission as to the materiality of any information contained herein.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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.
Date: August 14, 2024
|
FORMATION MINERALS, INC. |
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By: |
/s/ Scott A. Cox |
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Scott A. Cox |
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President, Chief Executive Officer
and Chief Financial Officer |
2
Exhibit 99.1
Formation Minerals, Inc. Provides Fiscal Year
End Corporate Update
Jacksboro, Texas – August 14, 2024 – Formation Minerals,
Inc. (OTCQB: FOMI) (“Formation” or the “Company”), a growing oil and gas company with a focus on the acquisition
and management of oil and gas minerals and royalties, today provided its fiscal year-end stockholder update.
To our valued friends and stockholders,
We hope that this letter finds you well and enjoying the summer. We
at Formation continue to execute our strategy and are pleased to provide a corporate update in connection with the filing of our annual
report on Form 10-K, highlighting the past year’s achievements and our vision for the future.
With the acquisition of Verde Bio Holdings, Inc. (“Verde”)
and the shift in our business focus, this past year was a busy and transformative year for Formation. We amended our charter to allow
us greater flexibility in the issuance of equity to facilitate our future growth plans if necessary. We believe that this acquisition
positions us for the next phase of growth through healthy and responsible capital raising and continued acquisitions of quality revenue-producing
assets.
Our singular focus remains on creating long-term stockholder value.
We believe Formation has an enormous opportunity and can build upon Verde’s business plan and strategy, which makes us optimistic
and confident about our future.
Major Highlights in Fiscal Year 2024
As further described below, during the fiscal year ended April 30,
2024, we:
| ● | Completed the acquisition of Verde to enter into a new business. |
| ● | Amended our corporate documents to afford the Company more flexibility in future growth plans. |
| ● | Continued execution of Verde’s acquisition strategy, expanding our new portfolio of revenue-producing assets. |
| ● | Engaged an experienced marketing firm to enhance stockholder communications. |
| ● | Completed strategic divestitures of non-core, lower-performing assets to optimize our portfolio. |
| ● | Retained an investment banking firm to assist us in exploring our strategic alternatives for maximizing stockholder value. |
| ● | Engaged New York City-based securities counsel. |
CEO Scott Cox stated:
“Following the closing of the Verde
acquisition, I’m pleased to report that we have continued to build upon Verde’s growth initiatives driven by the strategic expansion
of our low-risk, low-decline, long-life asset acquisition model into complementary acquisitions. We remain focused on growing our portfolio
and revenues, as well as overall profitability. We are excited about the opportunities that lie ahead and remain committed to creating
long-term value for our stockholders.”
Key Highlights
Portfolio Highlights and Acquisition Activity:
To date, we
(including Verde) have made over 18 acquisitions of revenue producing properties. As of August 13, 2024, our portfolio consists of
revenue producing interests in approximately 395 wells under operators such as, Southwestern Energy Company, Chief Energy
Corporation, EOG Resources, Inc., Civitas Resources, Inc., Ovintiv Inc., Aethon Energy Management LLC, Chesapeake Energy
Corporation, Petro Operating Company LLC, and others.
Breakdown of Portfolio by State and Basin:
| ● | Texas: 35% in Permian/Delaware Basin and Eagleford Shale |
| ● | Colorado: 29% in the DJ Basin and Piceance Basin |
| ● | Louisiana: 19% in Haynesville Shale |
| ● | Ohio, West Virginia, Wyoming, and Oklahoma: 19% in Utica and Marcellus Shale, Powder River Basin and the Anadarko Basin |
We believe our diversified portfolio across
different markets offers us unique advantages. From the oil-rich Permian Basin to the gas-heavy Haynesville Shale, we believe we are positioned
to capitalize on different market opportunities.
We continue to have a healthy pipeline of
new deal-flow and are evaluating potential acquisitions that complement our portfolio, while actively managing the portfolio to ensure
we maximize revenue based on current commodity environments. Further, we also continue to evaluate our portfolio for low-performing assets
and possible candidates for divestment to generate cash to reinvest into better performing and higher growth potential assets.
We recently announced that we have begun to
market certain lower-performing non-core properties. Our latest sale generated $140,000 in proceeds. Taking into account royalties received
during the period in which we owned the property, we realize a healthy profit in divestiture deals, which generate additional cash for
us to reinvest in better-performing properties.
Corporate Highlights:
The completion of our strategic acquisition and subsequent name change
to “Formation Minerals, Inc.” marked a transformative milestone in our history. We believe the acquisition sets a solid foundation
for our future expansion plans, and demonstrates our commitment to creating long-term stockholder value. We are now poised to pursue responsible
capital raising initiatives, supporting our strategy of acquiring quality, revenue-generating assets.
In line with our growth objectives, we have retained an investment
banking firm and engaged New York City-based securities counsel, which will be crucial, as we explore additional strategic alternatives
to maximize stockholder value, include a possible listing on a national securities exchange, which we believe would. significantly enhance
our visibility and access to capital markets. In addition, we are evaluating additional sources of liquidity.
To enhance our communication with the investment community, we have
hired a marketing firm experienced in digital media and stockholder communication. This partnership will help us effectively convey our
value proposition, growth strategy and operational achievements to current and potential stockholders.
We believe our proactive approach allows us to optimize our portfolio
and invest in high-potential properties. Formation remains dedicated to continuously refining our asset mix, maximizing returns and creating
sustainable value for our stockholders.
About Formation Minerals, Inc.
Formation Minerals, Inc. (OTCQB: FOMI) is a pure play oil and gas company
based in Jacksboro, Texas, engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas
properties within the major oil and gas plays in the United States. The Company’s growth strategy relies primarily on leveraging
management’s expertise to grow through the strategic acquisition of high quality revenue producing royalty interests and strategic
and active management of our portfolios. We currently own producing mineral, royalty, and overriding royalty interests in the DJ Basin
of Colorado and Wyoming, the Haynesville Shale of Louisiana, the Delaware and Permian Basin of Texas, the Marcellus and Utica shales in
West Virginia, and the Anadarko Basin in Oklahoma. The Company is focused on providing strong stockholder returns through asset growth
generated by our acquisitions and organic growth of our properties.
Forward-Looking Statements:
This press release contains
certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1955. These forward-looking statements include, without limitation, Formation’s expectations regarding the receipt
of requisite financing, if at all, the performance of the assets, our portfolio, the divestiture out-of-favor assets and acquisition of
better performing royalty properties, execution of Formation’s business plan and the expectations regarding Formation’s ability
to raise capital and maximize stockholder value. Words such as “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected
results. Most of these factors are outside of Formation’s control and are difficult to predict. Factors that may cause actual future
events to differ materially from the expected results, include, but are not limited to: (i) Formation’s ability to execute our acquisition
and disposition strategy and grow and manage growth profitability and retain our key employees; (ii) the ability to maintain the listing
of our common stock on the OTCQB; (iii) the risk that the Company is not able to maintain and enhance our brand and reputation in our
marketplace, adversely affecting Formation’s business, financial condition and results of operations; (iv) the risk that periods
of rapid growth and expansion could place a significant strain on Formation’s resources, including our employee base, which could
negatively impact Formation’s operating results; (v) the risk that Formation may never achieve or sustain profitability; (vi) the
risk that Formation may need to raise additional capital to execute our business plan, which may not be available on acceptable terms
or at all; and (vii) other risks and uncertainties indicated from time to time in our Annual Report on Form 10-K for the fiscal year ended
April 30, 2024 (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on August 13, 2024.
The foregoing list of factors is not exhaustive. There may be additional risks that Formation does not know or that Formation currently
believes to be immaterial that could also cause results to differ from those contained in any forward-looking statements. Recipients should
carefully consider such factors and the other risks and uncertainties described in the “Risk Factors” section of the Annual
Report and the periodic reports and other documents filed or to be filed by Formation from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Formation assumes no obligation to, and does not intend to, update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law. Formation does not give any
assurance that Formation will achieve our expectations.
Contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
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