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

 

October 5, 2015

Date of Report (Date of earliest event reported)

 

North America Frac Sand, Inc.

(fka Xterra Building Systems, Inc.)

(Exact Name of Registrant as Specified in Charter)

 

FLORIDA

333-175692

20-8926549

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

 

Suite 917, 1811 – 4th Street SW, Calgary, AB T2S 1W2

(Address of Principal Executive Offices) (Zip Code)

 

(587) 896-1900

(Registrant’s telephone number, including area code)

 

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)

¨

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))

  

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On July 10, 2015, the Company announced that it had entered into an agreement to acquire 100% of the issued and outstanding shares of North America Frac Sand (CA) Ltd. (“NAFS Shares”) for 37,800,000 shares of the common stock. Both the Company’s 37,800,000 and 100% of the issued and outstanding NAFS Shares will be held in escrow until NAFS provides the Company with firstly, required audited financial statements, secondly, a certificate that the leases held by NAFS are unencumbered and are in good standing, and thirdly, confirmation that recoverable reserves are at least 6.4 million tonnes of frac sand, and that potential reserves are at least 66 million tonnes of frac sand. It was anticipated that the audited financial statements and the report confirming the reserves and the potential reserves would be completed before October 15, 2015. On October 5, 2015, through amendment, the Company has extended the October 15, 2015 date, to November 30, 2015.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number

 

Description

 

 

 

10.1

Amendment Agreement for the Purchase of Stock between Canadian Sandtech Inc. and North America Frac Sand, Inc. dated October 5, 2015

 

 
2
 

 

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.

 

NORTH AMERICA FRAC SAND, INC.

 

 

 

 

 

Dated: October 6, 2015

By:

/s/ David Alexander

 

 

David Alexander,

 

 

Principal Executive Officer, Principal Accounting Officer,

 

 

Chief Financial Officer, Secretary, Chairman of the Board

 

 

 

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EXHIBIT 10.1

 

EXHIBIT NUMBER 10.1

 

AMENDED AGREEMENT FOR THE PURCHASE OF STOCK

 

THIS AMENDED STOCK PURCHASE AGREEMENT , (this “Agreement”) made this 5 th day of October, 2015 by:

 

1.

Ray Newton (the “Seller’s Agent”) representing Canadian Sandtech Inc., an Alberta corporation, with a principal address of Box 5, Site 16, LCD#8, Calgary, Alberta T2J 2T9 (“CSI”). CSI owns a number of land leases which encompass approximately 33,000 acres in Saskatchewan through its wholly owned subsidiary company, North American Frac Sand (CA) Ltd., an Alberta Corporation (the “ Target ”), and

2.

North America Frac Sand, Inc. , a Florida corporation, with a principal address of Suite 917, 1811 – 4th Street SW, Calgary, AB T2S 1W2 (the “ Purchaser ”) setting forth the terms and conditions upon which the Seller’s Agent will sell one hundred per cent (100%) of the issued and outstanding shares of the Target (the “ Stock ”) in exchange for Thirty-seven million eight hundred thousand shares (37,800,000) shares of Common Stock of the Purchaser;

 

WHEREAS , the Seller’s Agent and North America Frac Sand, Inc. (formerly known as Xterra Building Systems has previously entered into an Agreement for the Purchase of Stock dated July 10, 2015 attached; the Seller’s Agent and North America Frac Sand, Inc. desire to amend the Agreement for the Purchase of Stock.

 

THE PARTIES HERETO AGREE TO AMEND THE AGREEMENT FOR THE PURCHASE OF STOCK AS FOLLOWS:

 

Currently Section 3.01 reads as follows: Closing for the Purchase of Common Stock. The Closing (the “Closing”) of this transaction for the Stock of Common Stock being purchased will occur when all of the documents and consideration described in Paragraphs 2.10 above and in 3.02 below, have been delivered or other arrangements have been made and agreed to by the Parties. It is understood that the Audit of Target will take time, but can take no longer than ninety-five (95) days from the date of this Agreement. If the Closing does not occur on or before October 15 th , 2015, then either party may terminate this Agreement upon written notice.

 

IT IS AGREED THAT Section 3.01 be amended as follows: Closing for the Purchase of Common Stock. The Closing (the “Closing”) of this transaction for the Stock of Common Stock being purchased will occur when all of the documents and consideration described in Paragraphs 2.10 above and in 3.02 below, have been delivered or other arrangements have been made and agreed to by the Parties. It is understood that the Audit of Target will take time, but can take no longer than one hundred and forty (140) days from the date of this Agreement. If the Closing does not occur on or before November 30 th , 2015, then either party may terminate this Agreement upon written notice.

 

 
1
 

 

In witness whereof, this Amendment to the Agreement has been duly executed by the Parties hereto as of the date first written above.

 
SELLER’S AGENT:

 

     
By: /s/ Ray Newton

 

 

Ray Newton, Secretary Treasurer

 

 

Canadian Sandtech Inc.  

 

 

 

 

 

 

 

 

PURCHASER:  

 

 

 

 

By:

/s/ David Alexander

 

 

David Alexander, President 

 

 

North America Frac Sand, Inc.

 

   

 
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SCHEDULE A

 

AGREEMENT FOR THE PURCHASE OF STOCK between Ray Newton representing Canadian Sandtech Inc. as Seller’s Agent and Xterra Building Systems, Inc. (the “Purchaser”) dated July 10, 2015.

 

 

 

 

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