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 Act of 1934

 

Date of Report (Date of earliest event reported): 03/05/19

 

Turner Valley Oil & Gas, Inc.

(Exact name of Registrant as specified in its charter)

 

Commission File Number: 0-30891

 

Nevada   91-1980526
(Jurisdiction of Incorporation)   (I.R.S. Employer Identification No.)

 

1600 West Loop South, Suite 600, Houston, Texas 77027

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: 1-713-588-9453

 

INTRODUCTION

 

This Registrant (Reporting Company) has elected to refer to itself, whenever possible, by normal English pronouns, such as "We", "Us" and "Our". This Form 8-K may contain forward-looking statements. Such statements include statements concerning plans, objectives, goals, strategies, future events, results or performances, and underlying assumptions that are not statements of historical fact. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements which reflect our current views, with respect to future events or results and future financial performance. Certain words indicate forward-looking statements, words like "believe", "expect", "anticipate", "intends", "estimates", "forecast", "projects", and similar expressions.

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

Turner entered into an acquisition agreement with Ark Capital Holdings, LLC (“Ark”) with terms as follows:

 

TVOG, is a United States (Nevada) corporation. TVOG is currently pursuing synergistic acquisitions in the Infrastructure Services, Supply Chain, Technology and Finance segments.

 

Specifically within Finance, focused on providing capital to the infrastructure industry including equipment financing, receivable financing, factoring, equity investment, refinancing, and related financing needs. ACH provides these types of services to corporate clients now through assets under management and capital relationships.

 

Per our recent discussions TVOG and ACH are mutually interested in a partnership with ACH for the acquisition of ACH by TVOG. We are pleased to present the following proposal to describe the terms and conditions under which this acquisition could occur.

 

Whereas, TVOG intends to acquire ACH as a wholly owned subsidiary for the purposes of incubating ACH and pursuing venture capital or a spin-out of ACH in order to fully capitalize its growth capital needs and unlock valuation.

 

To that end, TVOG proposes the following acquisition transaction and financial considerations to ACH:

 

1. Acquisition And Capital Structure:

 

TVOG will acquire ACH with the following considerations.

 

  1. All the ownership of ACH will be acquired by TVOG through a wholly owned subsidiary to be formed called Ark Capital Holdings, Inc. in exchange for Preferred Stock of TVOG..
  2. ACH shall remain wholly owned by TVOG until such time either a spin-out occurs with the intention of filing an S1 or outside capital is raised within ACH. Should a spin-out occur or outside capital is raised TVOG and ACH agree to a 25% and 75% respectively, pre-dilution from acquisitions and capital invested by new investors or capital invested by TVOG more than the costs to file an S1.
  3. ACH management will be appointed to run ACH Subsidiary with Mario Fichera as Chairman and CEO and James Stuart as COO of ACH subsidiary..
  4. The board seats will be mutually agreed to at closing by TVOG, ACH and capital partners including necessary board members that need to be independent, with ACH appointing 3 board members to a 5 member board of ACH.
  5. Bridge capital will be funded to cover the closing of ACH and operating expenses and initial acquisition(s) for ACH. As ACH confirms or acquires additional asset books or businesses additional funds will be raised at an improved valuation.

  TVOG will structure underwriting offer with capital markets partner as follows:

 

  1. $10,000,000 equity raise for common stock equity of ACH.
  2. Final pricing and structure of offering will depend on a number of factors and advisor recommendations.
  3. Initial minimum capital mandate to be available will be $1,000,000.00 over twelve months , and the balance funded with follow-on offering and remaining balance in follow up offering tiers.
  4. Follow on equity underwritings to be determined. Additional capital available as justified with mergers & acquisitions.
  5. Management will participate in earn-in compensation structure where additional equity will be acquired at key milestones such as revenues and acquisitions.

 

 

 

 

 

Valuation Metrics:

 

  1. TVOG and ACH agree to seek best market pricing available in conjunction with capital markets bankers where market comparables and investor proposition meet.
  2. ACH valuation shall be equal to 4 x Trailing Twelve Months EBITDA,
  3. Bolt-on asset books or businesses will be valued at 4 x Trailing Twelve Months EBITDA net to the Pubco, payable in stock or negotiated cash and stock split.
  4. Adjustments made for net assets, investment, earn in to be modeled into Purchase And Sale Agreement.

 

Item 7.01. Regulation FD Disclosure.

 

The Company intends to issue a press release on 03/06/19 to provide investors with updates regarding this acquisition. The update is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

     
Exhibit No.   Description
99.1   Press release planned to issue by the Company on 03/06/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 8-K has been signed below by the following person(s) on behalf of the Registrant and in the capacity and on the date indicated.

 

Dated: 03/05/19

Turner Valley Oil and Gas, Inc.

By: /s/ Steve Helm

Steve Helm, President/CEO/Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.1

 

Turner Announces Acquisition Of Infrastructure Financial Services Firm, Ark Capital Holdings LLC With Over $15 Million AUM

 

HOUSTON, Texas - 03-06-19 - NASDAQ Announcement - Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), a company focused on capitalizing on a technology-forward American infrastructure expansion, announced today that it has completed an agreement to acquire infrastructure focused financial services firm, Ark Capital Holdings, LLC (“ACH” or “Ark”)”).

 

Ark is actively expanding its business with a concentrated focus in infrastructure that includes project financing, equipment financing, investment placement, asset management, business brokerage and other financial services segments within the infrastructure markets. TVOG anticipates that this strategic acquisition will allow it to further integrate in order to provide total solutions to the infrastructure industry. In this regard, Turner is in the process of acquiring multiple companies within the infrastructure markets that will make TVOG a fully operating, revenue producing company.

 

Ark CEO Mario Fichera stated, “We are very excited about this transaction which will assist Ark Capital Holdings in implementing our business plan while also bringing expertise to Turner’s technology-forward infrastructure initiative. We look forward to joining with Turner to create a first class leader in the infrastructure markets.”

 

The acquisition of ACH and its main subsidiary, Richfield Orion International, Inc. (“ROI”), is unique in the sense that ROI is already an SEC-audited company and therefore will not require the longer-term closing process some of Turner’s other acquisitions require. The transaction is based on a 100% stock-for-stock exchange with a comprehensive investment plan to unlock value and increase shareholder return on investment which will likely allow a quicker closing.

 

ACH and its subsidiary ROI have historically had an annual run-rate of $1.2MM and are currently on track to move to a $2MM in revenue run-rate for the year 2019. With this transaction and in conjunction with Turner’s other impending acquisitions, Ark’s management feels as if those numbers can be increased substantially. ROI currently has assets under management (“AUM”) in excess of $15MM and is undergoing several bolt-on acquisitions which is expected to expand that to $25MM in the near-term.

 

Steve Helm, CEO of TVOG, commented. “ This transaction brings financial expertise, resources and a strong value proposition to the industry while adding revenue, profitability and significant growth metrics. We welcome Ark and its expert management to our team and are excited to work on further integrating within the infrastructure markets..”

 

Investors should stay tuned for upcoming announcements and filings regarding Turner’s evolving business plan that includes Form 10/S-1 completion, completion of GHS Investments, LLC placement, closing of previously announced acquisitions, new management, and additional revenue producing companies added under the TVOG umbrella.

 

 

 

 

About Turner Valley Oil and Gas, Inc.

 

Turner (OTC:TVOG) is a solutions provider of innovative infrastructure solutions, services and differentiated infrastructure-related technologies to the U.S. infrastructure industry. The company is focused on the Services, Supply Chain and Technologies segments with plans to operate a wide range of businesses including road and highway pavement companies, supply chain related and technology/R&D companies that provide innovative solutions for the construction, maintenance and repair, support, transportation and technologies throughout the U.S. The TVOG website is located at https://TVOGInc.com .

 

About Ark Capital Holdings, LLC

 

Ark Capital, headquartered in Sheridan Wyoming, is a financial services, financial solutions, and management consulting company with a strategy to acquire multiple different financial services companies that offer a multifaceted approach to financial services within the infrastructure segments. Richfield Orion International, Inc. will operate as a wholly owned subsidiary (Member FINRA/SIPC). Ark Capital specializes in Infrastructure Financing, Equipment Financing, Structured Finance, Real Estate Financing, Factoring, Receivables Financing, and Merchant Cash Advance. The ACH website is located at https://arkcapitalholdings.com/ .

 

About Richfield Orion International, Inc.

 

Richfield Orion International, Incorporated is an independent financial services firm, offering diversified and comprehensive quality products and services since 2008. ROI exists to help customers meet their individual and professional objectives. Headquartered in Castle Rock, Colorado, Richfield was designed to meet the needs of the discerning investors and independent securities professionals. The ROI website is located at https://richfieldorion.com/ .

Certain statements in this press release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

 

Key Links:

OTC Markets Profile: http://www.otcmarkets.com/stock/TVOG/profile

Disclaimer: http://tvoginc.com/index.php/contactus/disclaimer/

 

Contacts:

 

Steve Helm, CEO

Turner Valley Oil And Gas, Inc.

Address: 1600 West Loop South, Suite 1600, Houston, Texas 77027

Phone: 1-713-588-9453

Email: info@TVOGinc.com

Website: http://TVOGInc.com