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: August 28, 2012
RANGEFORD RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-54306 |
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77-1176182 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
8541 North Country Road 11, Wellington CO 80202 |
(Address of Principal Executive Offices) (Zip Code) |
|
(970)-218-7080 |
Registrants telephone number, including area code |
|
|
(Former name or former address, if changed since last report) |
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:
.
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Officers
On August 28, 2012, Rangeford Resources, Inc.s (the Company) Board of Director appointed Mr. John Miller as the Chief Financial Officer of the Company. In addition, Mr. Robert Gates was appointed to Executive Vice President of Mergers and Acquisitions.
John C. Miller, Chief Financial Officer, age 72
Mr. Miller has extensive senior management experience helping corporations realize business opportunities, confront market challenges, and create shareholder and corporate value. He has provided executive leadership to help position companies at the forefront of their industry by ensuring production efficiency, quality service and cost-effective management of resources.
In addition to holding senior executive positions in several industries, Mr. Miller started at FedEx during their start-up phase and spent over 14 years there including holding the position of Chief Financial Officer from 1974 through 1988. Mr. Miller was instrumental in various funding initiatives for Federal Express and was part of the management team that took the company public and listed it on the New York Stock Exchange.
Mr. Millers experience also includes assignments with other international and domestic companies, private and public. He has been listed in Marquis Whos Who in America. A graduate of the University of Pennsylvania Wharton School with an undergraduate degree in Business Administration and he holds a certificate of Finance and Accounting from Wharton. He is a past Regional Penn Alumni Club President.
Mr. Millers brings to our Company experience which includes serving as a CFO, director or trustee of several international and domestic business, professional, higher education and philanthropic organizations.
E. Robert Gates, Ph.D., Vice-President of Acquisitions-Mergers, age 69
Mr. Gates serves as President and Chief Executive Officer of ISRG, Inc. (March 2012 to present) and MBC Services, Inc. (March 2011 to 2012.) He is also the Chairman and Chief Executive Officer of Midwest Energy Ventures, LC (2008 to 2012.) From July 1999 to present, he served as a Management Consultant for MB Consulting Services, LLC. From 2006 to 2007, he served as President and Chief Operating Officer of Gulfstar Energy Group, LLC. Mr. Gates co-founded and was Chairman, CEO and Director of ATNG, Inc., a public company, from 2000-2003.
Mr. Gates received, a Ph.D. in Management from the California Coast University in 1986; an M.B.A. in Business Administration from the California Coast University in 1984; and a Bachelor of Science in Business Administration from the California Coast University in 1983.
In addition, Mr. Gates attended the University of Hawaii, School of Tropical Agriculture from 1964 to 1965 and Arkansas State University from 1960 to 1962.
Mr. Gates brings to the management of the Company over 45 years of experience as a business consultant and executive.
Officer and Director Agreements
The Company has entered into agreements with certain of its officers and directors: Fred Ziegler (CEO and Director), John Miller (CFO), Robert Gates (Vice President of Acquisitions and Mergers) and Kevin Carreno (Director), as discussed below.
The August 1, 2012, Corporate Officer/Director Consulting/Engagement Agreement by and between Mr. Fred Ziegler and the Company provides for Mr. Ziegler to provide his services as the interim President and a director of the Company in return for a monthly payment of $2,000. Pursuant to the agreement Mr. Ziegler will initially devote up to 4 hours per week to the Company.
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The Corporate Officer Consulting/Engagement Agreement, dated September 1, 2012, by and between Mr. John Miller provides for Mr. Miller to provide his services as the Companys Chief Financial Officer in return for a cash payment of $7,000 per month. In addition, Mr. Miller will be able to earn an additional $5,000 in shares of the Companys restricted common stock as a payment for his services. Mr. Miller will receive an initial retainer of 20,000 shares of the Companys restricted common stock and options exercisable for 300,000 shares of the Companys common stock, of which 100,000 shares are exercisable at $1.00 per share and 200,000 shares are exercisable at $3.00 per share. The options will have a term of 3 years and vest on the first anniversary of the agreement.
The Corporate Officer Consulting/Engagement Agreement dated September 1, 2012, by and between Mr. Robert Gates provides for Mr. Gates to provide his services as the Companys Vice President of Mergers and Acquisitions in return for a cash payment of $7,000 per month. In addition, Mr. Gates will be able to earn an additional $5,000 in shares of the Companys restricted common stock as a payment for his services. Mr. Gates will receive an initial retainer of 20,000 shares of the Companys restricted common stock and options exercisable for 300,000 shares of the Companys common stock, of which 100,000 shares are exercisable at $1.00 per share and 200,000 shares are exercisable at $3.00 per share. The options will have a term of 3 years and vest on the first anniversary of the agreement.
The Board of Directors Agreement, dated August 9, 2012, with Mr. Kevin Carreno, a director of the Company, provides for Mr. Carreno to provide for his services as a director in exchange for compensation of $2,000 per month. Mr. Carreno will receive an initial retainer of 20,000 shares of the Companys restricted common stock and options exercisable for 300,000 shares of the Companys common stock, of which 100,000 shares are exercisable at $1.00 per share and 200,000 shares are exercisable at $3.00 per share. The options will have a term of 3 years and vest at a rate of 25% per quarter starting November 1, 2012 and shall be exercisable on the one year anniversary of the agreement.
The agreements with Messrs. Ziegler, Miller and Gates, all renew for twelve month terms, unless 30 days written notice is given by either party.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On August 30, 2012, the Company made a press release announcing the appointments of Mr. Miller and Mr. Gates. The text of the press release is attached hereto as Exhibit 99.1.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
Exhibit No. |
Description |
10.1 |
Corporate Officer/Director Consulting/Engagement Agreement by and between Mr. Fred Ziegler and the Company, dated August 1, 2012 |
10.2 |
Corporate Officer Consulting/Engagement Agreement by and between Mr. John Miller and the Company, dated September 1, 2012 |
10.3 |
Corporate Officer Consulting/Engagement Agreement by and between Mr. Robert Gates and the Company, dated September 1, 2012 |
10.4 |
Board of Directors Agreement, by and between Mr. Kevin Carreno and the Company, dated August 9, 2012. |
99.1 |
Press Release, dated August 30, 2012 |
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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.
RANGEFORD RESOURCES, INC.
By: /s/Frederick Ziegler
Frederick Ziegler, President
Date: August 30, 2012
4
Exhibit 10.1
CORPORATE OFFICER / DIRECTOR/CONSULTING
ENGAGEMENT AGREEMENT
AGREEMENT made effective this 1st day of August, 2012 by and between Rangeford Resources, Inc. (the Company), address: 8541 North Country Road 11, Wellington, CO 80549 and Fred Ziegler (the Consultant), address: 8541 North Country Road 11, Wellington, CO 80549.
WHEREAS, the Company desires professional guidance and advice regarding public company and energy and desires Consultant to act as a Board Member and Officer, Consultant, Interim President; and
WHEREAS, Consultant has expertise in the area of public companies and energy companies and extensive finance background; and is willing to act as a Consultant, Officer, Consultant, Interim President and Board Member to the Company upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:
1.
Duties, Scope of Agreement, and Relationship of the Parties
(a)
The Company hereby agrees to retain Consultant as Board Member and Officer, Consultant, Interim President, and Consultant agrees to act as Board Member and Officer, Consultant, Interim President for the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 10 hours per week to Officer, Consultant, Interim President related under this Agreement. In addition, the company understands that consultants efforts on behalf of his other interests are the sole and separate property of Consultant.
(b)
The services rendered by consultant to the company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, agent, or legal representative of the Company for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Company to its employees. No right or authority is granted to Consultant to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the company, except as may be set forth herein. The company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to consultant hereunder, and Consultant agrees that he will pay all taxes due on such amounts.
(i) Consultant will be responsible for overseeing the preparation of the financial books and records of the Company and will have such authorities as would normally accrue to a Officer, Consultant, Interim President, such as approving contracts, expenditures, signing checks and otherwise issuing funds, certifying to financial and other Company information, etc.
(c)
Consultant agrees to make available to Company its services as a Board Member on an as needed basis on reasonable request and up to 20 hours per week for Officer, Consultant, Interim President related services.
2.
Compensation
(a)
The Company will pay a retainer of $2,000 per month beginning and payable August 1, 2012 to perform the services as interim President and Director Fees. Company shall pay monthly in arrears.
(b)
Other forms of compensation for additional services may occur depending on the nature of a specific engagement and only upon the mutual agreement of both parties.
3.
Expenses
The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by it in carrying out its duties under this Agreement. Consultant shall submit related receipts and documentation with his request for reimbursement.
1
4.
Renewal; Termination
(a)
This Agreement shall continue in effect for successive one month terms until terminated by the parties. Either the Company or the Consultant may terminate this Agreement by giving the other party thirty (30) days written notice prior to end of term. However, termination of Consultant by the Company shall not relieve the Company of its financial obligations to Consultant as defined herein.
(b)
Subject to the continuing obligations of Consultant under Section 5 below, either party may terminate this Agreement at any time if the other party shall fail to fulfill any material obligation under this Agreement and shall not have cured the breach within 15 business days after having received notice thereof.
(c)
Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.
5.
Confidential Information
(a)
Confidential Information, as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:
(i)
Trade secret information about the Company and its products;
(ii)
Information concerning the Companys business as the Company has conducted it since the Companys incorporation or as it may conduct it in the future; and
(iii)
Information concerning any of the Companys past, current, or possible future products, including (without limitation) information about the Companys prospects, research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.
(b)
Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).
(c)
Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it for a period of two (2) years after termination of this Agreement. However, information in the possession of Consultant as of the Effective Date of this Agreement, information that is public or becomes public, or information that is required to be disclosed by a bona fide legal authority is exempt from this Agreement.
(d)
If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them. The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Colorado or any other state or any country wherein Consultant may from time to time perform services pursuant to this Agreement. This Section 5 shall survive the termination or expiration of this Agreement.
(e)
Consultant agrees to enter into a 16(b) Plan for any sales of shares of company, subject to the Plans approval by the company in writing, during any time and 90 days thereafter, in which he would be an affiliate as defined in the Securities Exchange Act
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6.
False or Misleading Information
The Company warrants that it will provide Consultant with accurate financial, corporate, and other data required by Consultant and necessary for full disclosure of all facts relevant to any efforts required of Consultant under this Agreement. Such information shall be furnished promptly upon request. If the Company fails to provide such information, or if any information provided by the Company to Consultant shall be false or misleading, or if the Company omits or fails to provide or withholds relevant material information to Consultant or to any professionals engaged pursuant to paragraph 5(d) above, then, in such event, any and all fees paid hereunder will be retained by Consultant as liquidated damages and this Agreement shall be null and void and Consultant shall have no further obligation hereunder. Further, by execution of this Agreement, the Company hereby indemnifies Consultant from any and all costs for expenses or damages incurred, and holds Consultant harmless from any and all claims and/or actions that may arise out of providing false or misleading information or by omitting relevant information in connection with the efforts required of Consultant under this Agreement.
7.
Consultants Best efforts and No Warranty of Information
Consultant shall use its best efforts to use reliable information and scientific techniques associated with the oil and gas business. However, Consultant makes no warranty as to the completeness or interpretation of such information, nor does Consultant warrant the information with regard to errors or omissions contained therein. Any reserve estimates, price calculations, price forecasts, exploration potential predictions or similar information provided by Consultant are, or may well be, estimates only and should not be considered predictions of actual results.
8.
Miscellaneous
(a)
Successors and Assigns . This Agreement is binding on and ensures to the benefit of the Company. Company cannot assign this Agreement without Consultants written agreement.
(b)
Modification . This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.
(c)
Governing Law . The laws of Colorado will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Colorado court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.
(d)
Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective, to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.
(e)
Waivers. No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.
(f)
Captions. The headings in this Agreement are for convenience only and do not affect this Agreements interpretation.
(g)
Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.
(h)
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the addresses stated below. These addresses may be changed at any time by like notice.
In the case of the Company:
Rangeford Resources, Inc.
8541 North Country Road 11
Wellington, CO 80549
3
In the case of Consultant:
Fred Ziegler
8541 North Country Road 11
Wellington, CO 80549
(i)
Indemnification. Company agrees to indemnify and hold harmless Consultant from any and all claims, actions, liabilities, costs, expenses, including attorney fees arising from claims made against Consultant in connection with Companys possession or use of advice, guidance, materials, information, data or other services provided by Consultant under this Agreement.
(j)
Conflicts of Interest. Company acknowledges that Consultant is engaged in the business of providing consulting for other companies in the oil and gas industry within North America and internationally. In the event Consultant is requested by Company to provide advice and guidance on or about issues that may create a potential conflict of interest between Consultants other business matters and the Companys operations, Consultant shall not be required by Company to render advice and guidance on such an area. Company and Consultant shall use their best efforts to notify each other of any potential conflicts of interests. In any event, Consultants general knowledge that Company plans to engage, or is actively engaging, related to the oil and gas industry shall in no way preclude Consultant, or Consultants business entities, from providing services or consulting for other oil and gas companies within the same area.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
The Company
Consultant
RANGEFORD RESOURCES, INC.
FRED ZIEGLER
By: /s/ Kevin Carreno
By: /s/ Fred Zielger
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Exhibit 10.2
CORPORATE OFFICER CONSULTING
ENGAGEMENT AGREEMENT
AGREEMENT made effective this 1st day of September, 2012 by and between Rangeford Resources, Inc. (the Company), address: 8541 North Country Road 11, Wellington, CO 80549 and John Miller (the Consultant), address: P.O. Box 3797 Cordova, TN 38088.
WHEREAS, the Company desires professional guidance and advice regarding public company and energy and desires Consultant to act as a Chief Financial Officer; and
WHEREAS, Consultant has expertise in the area of public companies and energy companies and extensive finance background; and is willing to act as a Consultant, and Chief Financial Officer to the Company upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:
1.
Duties, Scope of Agreement, and Relationship of the Parties
(a)
The Company hereby agrees to retain Consultant and Chief Financial Officer, and Consultant agrees to act as Chief Financial Officer for the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 20 hours per week to Chief Financial Officer related duties and services under this Agreement. In addition, the company understands that consultants efforts on behalf of his other interests are the sole and separate property of Consultant.
(b)
The services rendered by Consultant to the company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, of the Company. The company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to consultant hereunder, and Consultant agrees that he will pay all taxes due on such amounts.
(i) Consultant will be responsible for overseeing the preparation of the financial books and records of the Company and will have such authorities as would normally accrue to a Chief Financial Officer, such as approving contracts, expenditures, signing checks and otherwise issuing funds, certifying to financial and other Company information, etc.
(c)
Consultant agrees to make available to Company its services up to 20 hours per week for Chief Financial Officer related services.
2.
Compensation
(a)
Subject to vesting, as set forth on Exhibit A, the Company will issue 20,000 shares of restricted common stock as described in Exhibit A to Consultant as a retainer and Company will pay $7,000 per month beginning and payable September 1, 2012 to perform the services as CFO. In addition for services Consultant shall earn an additional $5,000 per month in form of shares priced at market of the common stock on last trading day of each month. Company shall issue said retainer shares within sixty (60) days from the execution of this Agreement by both parties. Consultant may elect to take such retainer common shares as Options under the same terms. In addition, Company agrees to make Exhibit B Initial Option Award part of this agreement., subject to vesting., and subject to and issued under the Company Employee/ Consultant Stock Option and Award Plan.
(b)
Other forms of compensation for additional services may occur depending on the nature of a specific engagement and only upon the mutual agreement of both parties.
(c)
Consultant shall participate during each calendar year (or part thereof) during which he is engaged as an officer or director in the Company Stock Option /Award/Incentive Plan, as adopted and amended from time to time.
3.
Expenses
The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by it in carrying out its duties under this Agreement. Consultant shall submit related receipts and documentation with his request for reimbursement.
1
4.
Renewal; Termination
(a)
This Agreement shall continue in effect for successive 12 month terms until terminated by the parties. Either the Company or the Consultant may terminate this Agreement by giving the other party thirty (30) days written notice prior to end of term. However, termination of Consultant by the Company shall not relieve the Company of its financial obligations to Consultant as defined herein. Death of the Consultant and his inability to continue performing his duties under the Contract will relieve the Company of its financial obligations to Consultant as defined herein except for the payment to the Consultants beneficiary, legal representatives or estate, as the case may be, of any accrued compensation plus 90 days of additional compensation as used in Section 2(a) Compensation.
(b)
Subject to the continuing obligations of Consultant under Section 5 below, either party may terminate this Agreement at any time if the other party shall fail to fulfill any material obligation under this Agreement and shall not have cured the breach within 15 business days after having received notice thereof.
(c)
Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.
5.
Confidential Information
(a)
Confidential Information, as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:
(i)
Trade secret information about the Company and its products;
(ii)
Information concerning the Companys business as the Company has conducted it since the Companys incorporation or as it may conduct it in the future; and
(iii)
Information concerning any of the Companys past, current, or possible future products, including (without limitation) information about the Companys prospects, research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.
(b)
Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).
(c)
Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it for a period of two (2) years after termination of this Agreement. However, information in the possession of Consultant as of the Effective Date of this Agreement, information that is public or becomes public, or information that is required to be disclosed by a bona fide legal authority is exempt from this Agreement.
(d)
If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them. The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Colorado or any other state or any country wherein Consultant may from time to time perform services pursuant to this Agreement. This Section 5 shall survive the termination or expiration of this Agreement.
(e)
Consultant agrees to enter into a 16(b) Plan for any sales of shares of company, subject to the Plans approval by the company in writing, during any time and 90 days thereafter, in which he would be an affiliate as defined in the Securities Exchange Act of 1934.
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6.
False or Misleading Information
The Company warrants that it will provide Consultant with accurate financial, corporate, and other data required by Consultant and necessary for full disclosure of all facts relevant to any efforts required of Consultant under this Agreement. Such information shall be furnished promptly upon request. If the Company fails to provide such information, or if any information provided by the Company to Consultant shall be false or misleading, or if the Company omits or fails to provide or withholds relevant material information to Consultant or to any professionals engaged pursuant to paragraph 5(d) above, then, in such event, any and all fees paid hereunder will be retained by Consultant as liquidated damages and this Agreement shall be null and void and Consultant shall have no further obligation hereunder. Further, by execution of this Agreement, the Company hereby indemnifies Consultant from any and all costs for expenses or damages incurred, and holds Consultant harmless from any and all claims and/or actions that may arise out of providing false or misleading information or by omitting relevant information in connection with the efforts required of Consultant under this Agreement.
7.
Consultants Best efforts and No Warranty of Information
Consultant shall use his best efforts to use reliable information and techniques associated with the oil and gas business. However, Consultant makes no warranty as to the completeness or interpretation of such information, nor does Consultant warrant the information with regard to errors or omissions contained therein. Any reserve estimates, price calculations, price forecasts, exploration potential predictions or similar information provided by Consultant are, or may well be, estimates only, and should not be considered predictions of actual results.
8.
Miscellaneous
(a)
Successors and Assigns . This Agreement is binding on and ensures to the benefit of the Company. Company cannot assign this Agreement without Consultants written agreement.
(b)
Modification . This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.
(c)
Governing Law . The laws of Colorado will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Colorado court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.
(d)
Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective, to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.
(e)
Waivers. No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.
(f)
Captions. The headings in this Agreement are for convenience only and do not affect this Agreements interpretation.
(g)
Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.
(h)
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the addresses stated below. These addresses may be changed at any time by like notice.
In the case of the Company:
Rangeford Resources, Inc.
3
In the case of Consultant:
John Miller
P.O. Box 3797
Cordova, TN 38088
(i)
Indemnification. Company agrees to indemnify and hold harmless Consultant from any and all claims, actions, liabilities, costs, expenses, including attorney fees arising from claims made against Consultant in connection with Companys possession or use of advice, guidance, materials, information, data or other services provided by Consultant under this Agreement.
(j)
Conflicts of Interest. Company acknowledges that Consultant is engaged in the business of providing consulting for other companies in the oil and gas industry within North America and internationally. In the event Consultant is requested by Company to provide advice and guidance on or about issues that may create a potential conflict of interest between Consultants other business matters and the Companys operations, Consultant shall not be required by Company to render advice and guidance on such an area. Company and Consultant shall use their best efforts to notify each other of any potential conflicts of interests. In any event, Consultants general knowledge that Company plans to engage, or is actively engaging, related to the oil and gas industry shall in no way preclude Consultant, or Consultants business entities, from providing services or consulting for other oil and gas companies within the same area.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
The Company
Consultant
RANGEFORD RESOURCES, INC.
JOHN MILLER
By: /s/ Fred Ziegler
By: /s/ John Miller
4
EXHIBIT A
INITIAL RETAINER AWARD
Subject to the Vesting Requirements of the Consulting Agreement and this Exhibit, Company will grant Consultant 20,000 shares of restricted stock of Company and Options to purchase up to 20,000 shares of Company common stock.
1.
The 20,000 shares of the Companys restricted common stock shall be issued at the closing price of the market as of the date of this Corporate Officer consulting Engagement Agreement.
2.
The Options will be vested in Consultant and exercisable on the first anniversary of the grant date.
3.
Options will have a term of 3 years.
4.
Company agrees to register the Companys shares underlying the Options on Form S-8 or such other registration form as may be available, and the company shall provide a cashless exercise procedure.
5.
Consultant agrees to execute a lock-up agreement if any financing for the Company so requires (on terms equivalent to all other insiders,) and if the terms of such financing are acceptable to the Consultant.
Vesting: In the event that Consultant terminates this Agreement by giving Notice of Termination prior to January 1, 2013, the retainer shares and Options shall be deemed unvested and cancellable by Company.
5
EXHIBIT B
INITIAL OPTIONS AWARD
Options . Subject to the Vesting Requirements of the Consulting Agreement, the Company Employee/Consultant Stock Option and Award Plan and this Exhibit, Company will grant Consultant Options to purchase up to 300,000 shares of Company common stock, with 100,000 at $1.00 per share and 200,000 at $3.00 per share in a form as described below.
1.
The Options will be vested in Consultant on the first anniversary date and exercisable from the first anniversary of the grant date. (the date hereof)
2.
Options will have a term of 3 years.
3.
Company agrees to register the Companys shares subject to the Options on Form S-8 or such other registration form as may be available, and the company shall provide a cashless exercise procedure.
4.
Consultant agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the Consultant, and upon the same terms as other affiliates.
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Exhibit 10.3
CORPORATE OFFICER /CONSULTING
ENGAGEMENT AGREEMENT
AGREEMENT made effective this 1st day of September, 2012 by and between Rangeford Resources, Inc. (the Company), address: 8541 North Country Road 11, Wellington, CO 80549 and E. Robert Gates (the Consultant), address: 2220 Hickory Crest Dr., Memphis, Tennessee 38119.
WHEREAS, the Company desires professional guidance and advice regarding public company and energy and desires Consultant to act as a Vice President of Mergers and Acquisitions; and
WHEREAS, Consultant has expertise in the area of public companies and energy companies and extensive finance background; and is willing to act as a Consultant, and Vice President of Mergers and Acquisitions to the Company upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:
1.
Duties, Scope of Agreement, and Relationship of the Parties
(a)
The Company hereby agrees to retain Consultant and Vice President of Mergers and Acquisitions, and Consultant agrees to act as Vice President of Mergers and Acquisitions for the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 20 hours per week to Vice President of Mergers and Acquisitions related duties and services under this Agreement. In addition, the company understands that consultants efforts on behalf of his other interests are the sole and separate property of Consultant.
(b)
The services rendered by Consultant to the company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, of the Company. The company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to consultant hereunder, and Consultant agrees that he will pay all taxes due on such amounts.
(i) Consultant will be responsible for overseeing the preparation of the financial books and records of the Company and will have such authorities as would normally accrue to a Vice President of Mergers and Acquisitions, such as approving contracts, expenditures, signing checks and otherwise issuing funds, certifying to financial and other Company information, etc.
(c)
Consultant agrees to make available to Company its services up to 20 hours per week for Vice President of Mergers and Acquisitions related services.
2.
Compensation
(a)
Subject to vesting, as set forth on Exhibit A, the Company will issue 20,000 shares of restricted common stock as described in Exhibit A to Consultant as a retainer and Company will pay $7,000 per month beginning and payable September 1, 2012 to perform the services as VICE PRESIDENT OF MERGERS AND ACQUISITIONS. In addition for services Consultant shall earn an additional $5,000 per month in form of shares priced at market of the common stock on last trading day of each month. Company shall issue said retainer shares within sixty (60) days from the execution of this Agreement by both parties. Consultant may elect to take such retainer common shares as Options under the same terms. In addition, Company agrees to make Exhibit B Initial Option Award part of this agreement, subject to vesting, and subject to and issued under the Company Employee/ Consultant Stock Option and Award Plan.
(b)
Other forms of compensation for additional services may occur depending on the nature of a specific engagement and only upon the mutual agreement of both parties.
(c)
Consultant shall participate during each calendar year (or part thereof) during which he is engaged as an officer or director in the Company Stock Option /Award/Incentive Plan, as adopted and amended from time to time.
3.
Expenses
The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by it in carrying out its duties under this Agreement. Consultant shall submit related receipts and documentation with his request for reimbursement.
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4.
Renewal; Termination
(a)
This Agreement shall continue in effect for successive 12 month terms until terminated by the parties. Either the Company or the Consultant may terminate this Agreement by giving the other party thirty (30) days written notice prior to end of term. However, termination of Consultant by the Company shall not relieve the Company of its financial obligations to Consultant as defined herein. Death of the Consultant and his inability to continue performing his duties under the Contract will relieve the Company of its financial obligations to Consultant as defined herein except for the payment to the Consultants beneficiary, legal representatives or estate, as the case may be, of any accrued compensation plus 90 days of additional compensation as used in Section 2(a) Compensation.
(b)
Subject to the continuing obligations of Consultant under Section 5 below, either party may terminate this Agreement at any time if the other party shall fail to fulfill any material obligation under this Agreement and shall not have cured the breach within 15 business days after having received notice thereof.
(c)
Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.
5.
Confidential Information
(a)
Confidential Information, as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:
(i)
Trade secret information about the Company and its products;
(ii)
Information concerning the Companys business as the Company has conducted it since the Companys incorporation or as it may conduct it in the future; and
(iii)
Information concerning any of the Companys past, current, or possible future products, including (without limitation) information about the Companys prospects, research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.
(b)
Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).
(c)
Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it for a period of two (2) years after termination of this Agreement. However, information in the possession of Consultant as of the Effective Date of this Agreement, information that is public or becomes public, or information that is required to be disclosed by a bona fide legal authority is exempt from this Agreement.
(d)
If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them. The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Colorado or any other state or any country wherein Consultant may from time to time perform services pursuant to this Agreement. This Section 5 shall survive the termination or expiration of this Agreement.
(e)
Consultant agrees to enter into a 16(b) Plan for any sales of shares of company, subject to the Plans approval by the company in writing, during any time and 90 days thereafter, in which he would be an affiliate as defined in the Securities Exchange Act of 1934.
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6.
False or Misleading Information
The Company warrants that it will provide Consultant with accurate financial, corporate, and other data required by Consultant and necessary for full disclosure of all facts relevant to any efforts required of Consultant under this Agreement. Such information shall be furnished promptly upon request. If the Company fails to provide such information, or if any information provided by the Company to Consultant shall be false or misleading, or if the Company omits or fails to provide or withholds relevant material information to Consultant or to any professionals engaged pursuant to paragraph 5(d) above, then, in such event, any and all fees paid hereunder will be retained by Consultant as liquidated damages and this Agreement shall be null and void and Consultant shall have no further obligation hereunder. Further, by execution of this Agreement, the Company hereby indemnifies Consultant from any and all costs for expenses or damages incurred, and holds Consultant harmless from any and all claims and/or actions that may arise out of providing false or misleading information or by omitting relevant information in connection with the efforts required of Consultant under this Agreement.
7.
Consultants Best efforts and No Warranty of Information
Consultant shall use his best efforts to use reliable information and techniques associated with the oil and gas business. However, Consultant makes no warranty as to the completeness or interpretation of such information, nor does Consultant warrant the information with regard to errors or omissions contained therein. Any reserve estimates, price calculations, price forecasts, exploration potential predictions or similar information provided by Consultant are, or may well be, estimates only, and should not be considered predictions of actual results.
8.
Miscellaneous
(a)
Successors and Assigns . This Agreement is binding on and ensures to the benefit of the Company. Company cannot assign this Agreement without Consultants written agreement.
(b)
Modification . This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.
(c)
Governing Law . The laws of Colorado will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Colorado court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.
(d)
Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective, to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.
(e)
Waivers. No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.
(f)
Captions. The headings in this Agreement are for convenience only and do not affect this Agreements interpretation.
(g)
Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.
(h)
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the addresses stated below. These addresses may be changed at any time by like notice.
In the case of the Company:
Rangeford Resources, Inc.
8541 North Country Road 11
Wellington, CO 80549
3
In the case of Consultant:
E. Robert Gates
2220 Hickory Crest Dr.
Memphis, Tennessee 38119
(i)
Indemnification. Company agrees to indemnify and hold harmless Consultant from any and all claims, actions, liabilities, costs, expenses, including attorney fees arising from claims made against Consultant in connection with Companys possession or use of advice, guidance, materials, information, data or other services provided by Consultant under this Agreement.
(j)
Conflicts of Interest. Company acknowledges that Consultant is engaged in the business of providing consulting for other companies in the oil and gas industry within North America and internationally. In the event Consultant is requested by Company to provide advice and guidance on or about issues that may create a potential conflict of interest between Consultants other business matters and the Companys operations, Consultant shall not be required by Company to render advice and guidance on such an area. Company and Consultant shall use their best efforts to notify each other of any potential conflicts of interests. In any event, Consultants general knowledge that Company plans to engage, or is actively engaging, related to the oil and gas industry shall in no way preclude Consultant, or Consultants business entities, from providing services or consulting for other oil and gas companies within the same area.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
The Company
Consultant
RANGEFORD RESOURCES, INC.
E. ROBERT GATES
By: /s/ Fred Ziegler
By: /s/ E. Robert Gates
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EXHIBIT A
INITIAL RETAINER AWARD
. Subject to the Vesting Requirements of the Consulting Agreement and this Exhibit, Company will grant Consultant 20,000 shares of restricted stock of Company and Options to purchase up to 20,000 shares of Company common stock.
1.
The 20,000 shares of the Companys restricted common stock shall be issued at the closing price of the market as of the date of this Corporate Officer consulting Engagement Agreement.
2.
The Options will be vested in Consultant and exercisable on the first anniversary of the grant date.
3.
Options will have a term of 3 years.
4.
Company agrees to register the Companys shares underlying the Options on Form S-8 or such other registration form as may be available, and the company shall provide a cashless exercise procedure.
4.
Consultant agrees to execute a lock-up agreement if any financing for the Company so requires (on terms equivalent to all other insiders,) and if the terms of such financing are acceptable to the Consultant.
Vesting: In the event that Consultant terminates this Agreement by giving Notice of Termination prior to January 1, 2013, the retainer shares and Options shall be deemed unvested and cancellable by Company.
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EXHIBIT B
INITIAL OPTIONS AWARD
Options . Subject to the Vesting Requirements of the Consulting Agreement, the Company Employee/Consultant Stock Option and Award Plan and this Exhibit, Company will grant Consultant Options to purchase up to 300,000 shares of Company common stock, with 100,000 at $1.00 per share and 200,000 at $3.00 per share in a form as described below.
1.
The Options will be vested in Consultant on the first anniversary date and exercisable from the first anniversary of the grant date. (the date hereof)
2.
Options will have a term of 3 years.
3.
Company agrees to register the Companys shares subject to the Options on Form S-8 or such other registration form as may be available, and the company shall provide a cashless exercise procedure.
4.
Consultant agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the Consultant, and upon the same terms as other affiliates.
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Exhibit 10.4
BOARD OF DIRECTORS AGREEMENT
THIS AGREEMENT is made and entered into effective as of August 9, 2012 (the Effective Date), by and between Rangeford Resources, Inc. , a Nevada corporation (the Company) with its principal place of business located at 8541 North Country Road, 11, Wellington, CO 80202, and Kevin A. Carreno , an individual (Director) with his principal residence at 381 Belleair Drive, NE, St. Petersburg, Florida, 33704.
1.
Term
This Agreement shall continue for a period of one (1) year from the Effective Date and shall continue thereafter for as long as Director is elected as a member of the Board of Directors by the shareholders of the Company. It may be renewed for a successive one year term upon termination.
2.
Position and Responsibilities
(a)
Position . The Board of Directors hereby appoints the Director to serve as a Board Member until the next annual meeting of the Companys shareholders or until his earlier resignation, removal or death. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Companys bylaws and applicable law, including, but not limited to, those services described on Exhibit A attached hereto (the Services). Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Companys rules, regulations, and practices as they may from time-to-time be adopted or modified.
(b)
Other Activities . Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Directors obligations under this Agreement or Directors fiduciary obligations to the Companys shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action.
(c)
No Conflict . Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Companys conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Companys disinterested board members, without the approval of the Board of Directors.
1
3.
Compensation and Benefits
(a)
Directors Fee . In consideration of the services to be rendered under this Agreement, Company shall pay Director an annual fee at the rate of $24,000.00, which shall be paid in accordance with Companys regularly established practices regarding the payment of Directors fees, or in increments of $2,000.00 per month, but in no event later than 12 months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any.
(b)
Stock and Stock Options . Subject to vesting, as set forth on Exhibit B , the Company will issue to Director options as set forth and described on Exhibit B . Company shall issue said options within sixty (60) days from the execution of this Agreement by both parties. In addition, Company the provisions of Exhibit B Initial Option Award, are incorporated in and made a part of this agreement., subject to the vesting, and and other provisions of the Companys 2012 Stock Incentive Plan.
(c)
Expenses . The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Companys expense reimbursement guidelines.
(d)
Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized in Companys Articles of Incorporation, as amended, bylaws, as amended and applicable law. Company will purchase Directors and Officers liability insurance when a policy is purchased by the Company and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates.
(e)
Records . So long as the Director shall serve as a member of the Companys Board of Directors the Director shall have full access to books and records of Company and access to management of the Company.
4.
Termination
(a)
Right to Terminate . At any time, Director may be removed as Board Member as provided in Companys Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Companys Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Directors status as Board Member, except as provided in Companys Articles of Incorporation, as amended, Companys bylaws, as amended, and applicable law.
(b)
Effect of Termination as Director . Upon Directors termination this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Companys obligations under this Agreement shall cease.
5.
Termination Obligations
(a)
Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and his membership on the Companys Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Companys Board of Directors.
2
(b)
Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Companys expense) in the defense of any action brought by any third party against Company that relates to the Services.
6.
Nondisclosure Obligations
Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. Proprietary Information means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Directors general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.
7.
Dispute Resolution
(a)
Jurisdiction and Venue . The parties agree that any suit, action, or proceeding between Director and Company (and its affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be brought in either the United States District Court for the State of Texas or in a Texas state court and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.
(b)
Attorneys Fees . Should any litigation, arbitration or other proceeding be commenced between the parties concerning the rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys fees in such proceeding. This amount shall be determined by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any judgment.
8.
Entire Agreement
This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Agreement.
9.
Amendments; Waivers
This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged. Any amendment or waiver by the Company must be approved by the Companys Board of Directors and executed on behalf of the Company by its Chief Executive Officer. If the Director shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf of the Company by an officer designed by the Companys Board of Directors.
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10.
Assignment
This Agreement shall not be assignable by either party.
11.
Severability
If any provision of this Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period or scope permitted by law.
12.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
13.
Interpretation
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement.
14.
Binding Agreement
Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will legally bind both Company and Director. To the extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Directors duties or compensation as Board Member will not affect the validity or scope of the remainder of this Agreement.
15.
Director Acknowledgment
Director acknowledges Director has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that Director is fully aware of its legal effect, and that Director has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement.
16.
Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17.
The parties have duly executed this Agreement as of the date first written above.
|
RANGEFORD RESOURCES, INC. |
|
|
KEVIN A. CARRENO |
|
a Nevada Corporation |
|
|
Individual |
|
|
|
|
|
|
/s/ Frederick Ziegler |
|
|
/s/ Kevin A. Carreno |
Name |
Frederick Ziegler |
|
Name |
Kevin A. Carreno |
Title |
President |
|
Title |
Director |
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EXHIBIT A
DESCRIPTION OF SERVICES
Responsibilities as Director . Director shall have all responsibilities of a Director of the Company imposed by Nevada or applicable law, the Articles of Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:
1.
Attendance . Use best efforts to attend scheduled meetings of Companys Board of Directors;
2.
Act as a Fiduciary . Represent the shareholders and the interests of Company as a fiduciary; and
3.
Participation . Participate as a full voting member of Companys Board of Directors in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance.
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EXHIBIT B
STOCK OPTIONS AND VESTING
Options . Subject to the Vesting Requirements of the Companys 2012 Stock Incentive Plan and this Agreement, Company will grant Director Options to purchase up to 300,000 shares of Companys common stock, with 100,000 at an exercise price of $1.00 per share and 200,000 at an exercise price of $3 per share in a form as described below.
1.
The Options will be vested in Director at a rate of 25% per quarter, starting on the November 1, 2012 and quarterly thereafter. The options areexercisable from the first anniversary of the grant date (the Effective Date of the Board of Directors Agreement).
2.
Options will expire 3 years from the date of issue..
3.
Company agrees to register the Companys shares subject to the Option Grant on Form S-8 or such other registration form as may be available, and the Company shall provide a cashless exercise procedure.
4.
Director agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the Director, and upon the same terms as other affiliates.
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Exhibit 99.1
RANGEFORD RESOURCES, INC. ANNOUNCES NEW OFFICERS AND DIRECTOR
Denver, CO -- (PRNewswire-FirstCall) August 30, 2012 Rangeford Resources, Inc. (OTCQB:RGFR). Rangeford Resources, Inc. (the Company or Rangeford) announced the appointment of two new executive officers, and the addition of Kevin Carreno to its Board of Directors.
On August 28, 2012, the Board of Directors appointed John Miller as the Chief Financial Officer of Rangeford. Mr. Miller has senior management experience helping corporations realize business opportunities, confront market challenges, and create shareholder and corporate value. In addition to holding senior executive positions in different industries, Mr. Miller is a former Senior Vice President of Federal Express. He started at FedEx during their start-up phase and spent over 14 years there, during that time, holding the position of Chief Financial Officer. Mr. Miller was instrumental in funding initiatives for Federal Express and was part of the management team that took the company public and was involved in getting the company listed on the New York Stock Exchange.
At that time, E. Robert Gates was appointed as the Vice President of Mergers and Acquisitions. Dr. Gates brings to the management of the Company over 45 years experience as a business executive and consultant. His executive management experience includes currently serving as President and Chief Executive Officer of ISRG, Inc. and MBC Services, Inc. He has also served as the Chairman and Chief Executive Officer of Midwest Energy Ventures, LC (2008 to 2010.) From 2006 to 2007, He served as President and Chief Operating Officer of Gulfstar Energy Group, LLC. Dr. gates co-founded and was Chairman, CEO and Director of ATNG, Inc. a public company, from 2000 to 2003.
Mr. Kevin Carreno was appointed to the Board of Directors of the Company on August 9, 2012. Mr. Carreno founded Experts Counsel Inc. in 2005. He has over 25 years as a lawyer in private practice, in-house counsel with a major brokerage firm and in a variety of senior management positions including Chief Compliance Officer, Chief Operating Officer and Chief Executive Officer with various financial services companies both in the United States and in the United Kingdom. Mr. Carreno has served as an independent consultant in settled regulatory proceedings with the SEC, FINRA, the State of Pennsylvania and Connecticut. In addition to his legal and consulting practice, Mr. Carreno is a part owner of International Assets Advisory, LLC, an SEC registered broker dealer engaged in investment banking, institutional and retail business. Mr. Carreno is also part owner of Fuel Trader Holdings, Inc. an energy resource management company. More recently, Mr. Carreno was elected as a governor to the board of the Financial Industry Regulatory Authority (FINRA).
Fred Ziegler, President of Rangeford, stated, Rangeford has begun to assemble a corporate management team that will enable the Company to begin not only identify oil and gas projects, but also provide the Company with the management skills it needs to successfully manage such projects. Mr. Ziegler went on to say, We believe that with the experience of Mr. Gates and Mr. Miller, combined with the knowledge and experience Mr. Carreno brings to the Board of Directors, the Company is well situated to pursue its efforts in the oil and gas industry.
About Rangeford Resources, Inc.:
Rangeford Resources, Inc. is a Denver-based, oil and gas exploration and production company. For further information on the Company, please visit our website www.rangeford-resources.com.
Media Contact:
Suzie Guthrie
Email: RGFRInfo@gmail.com
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Notice Regarding Forward-Looking Statements
This news release contains forward-looking statements (statements which are not historical facts) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as "anticipate," "could," "may," "might," "potential," "predict," "should," "estimate," "expect," "project," "believe," "plan," "envision," "continue," "intend," "target," "contemplate," or "will" and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include, but are not limited to, the time to consummate the proposed development, completion and extraction; the timing and extent of changes in market conditions and prices for natural gas and oil; the timing and extent of the Company's success in discovering, developing, producing and estimating reserves; the economic viability of, and the Company's success in drilling, the Company's ability to fund the acquisition, development, completion and extraction of oil and gas assets and the Company's planned capital investments; the Company's future property acquisition or divestiture activities; increased competition; and any other factors listed in the reports the Company has filed and may file with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which reflect the Companys expectations only as of the date they were made. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.
Investors are urged to consider closely the disclosure in our most recent Annual Report on Form 10-K and in our other filings, available from our website at www.rangeford-resources.com or by written request to 8541 North Country Road 11, Wellington, CO 80549. These items are also available on the SECs website at www.sec.gov .
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