UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 21, 2014

RANGEFORD RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Nevada

000-54306

77-116182

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


556 SILICON DR., SUITE 103 SOUTHLAKE, TX

76092

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code

(970) 218-7080


5215 N. O’Connor Boulevard, Suite 1820, Irving, TX 75039

(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 (see General Instruction A.2. below):


o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






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Section 1 – Registrant’s Business and Operations


Item 1.01. Entry into a Material Definitive Agreement

On September 4, 2013, we received a $750,000 Revolving Credit Note (the "Revolving Note") from Cicerone Corporate Development, LLC ("Cicerone").  The Revolving Note matures on February 1, 2014 and bears interest at the rate of LIBOR plus 2.75% per annum, which is payable semi-annually on June 30 and December 31 of each year.   We may request advances on the Revolving Note in increments of $10,000 at any time prior to the maturity date.  If we do not pay the outstanding amount on the maturity date, then the interest rate shall increase to the lesser of 12% or the maximum rate of interest permitted by law.  As an inducement to entering into the Revolving Note, we issued Cicerone 1,500,000 shares of our common stock (the "Inducement Shares").  The Revolving Note contains standard events of default, including nonpayment of the Note or any other liability exceeding $50,000, as well as a change in control or entry into bankruptcy, upon which Cicerone may enforce its rights under the Revolving Note.  At the time of entering into the Revolving Note, Cicerone had already loaned us approximately $65,100, which amount is included as amount advanced under the Revolving Note that must be paid back.  As of the date of this Report, we received approximately $350,000, including the $65,100, in advances under the Revolving Note.  

Aside from the Inducement Shares, Cicerone owns approximately 2,200 shares of our common stock, which represents less than 1% of our issued and outstanding shares of common stock. The managing member of Cicerone is also the managing member of one our key corporate consultants.

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.

Resignation of Directors and Officers

On January 15, 2014, the Company's Board of Directors accepted, approved and ratified the resignation of the following directors: Mr. Jim R. Iman, Mr. Mark J. Teinart and Mr. Gary A. Giles, each of whom submitted his resignation on August 9, 2013 and Mr. Gregory Hadley, who submitted a resignation on August 28, 2013; each of the resignations are effective on the respective dates each was submitted to the Company.  Also on January 15, 2014, the Board of Directors accepted, approved and ratified Dr. Steven R. Henson’s resignation from his position as the Company's President and Chairman, effective on October 5, 2013, the date Mr. Henson submitted his resignation to the Board. As of the date of Mr. Henson's resignation, all of the agreements we previously maintained with him terminated and became void ab initio.  



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There were no disagreements between the Company and any of the above mentioned directors or officers that lead to his respective resignation.

As a result of the above mentioned resignations, Mr. Farmer is our sole director.  

Appointment of Chairman of the Board of Directors and Officer

As a result of Mr. Henson’s resignation, and as of October 5, 2013, Mr. Michael Farmer, one of the Company's directors, stepped in as acting Chairman of the Board and Mr. Richardson (a consultant to the Company) stepped in as acting President; the Board of Directors officially appointed Mr. Farmer and Mr. Richardson to their respective positions on January 15, 2014.

Mr. Richardson (age:55) has more than twenty years of experience as an executive.  He has been involved in day-to-day operations of multiple oil and gas exploration companies drilling wells in Nevada, Wyoming, Kansas and Nebraska.  Since 1991, he has served as president of Mailings Unlimited, Inc., and managed commercial real estate.  He is a sixteen year veteran serving both in the army as an enlisted Sergeant and, after attending Ohio State University, as a Captain in the Air Force piloting KC135 Stratotankers for the Ohio Air National Guard.  Currently, he is a senior Captain for American Airlines, piloting the Boeing 737-800.

In connection with his appointment as President, we entered into a Corporate Officer Consulting Engagement Agreement with Mr. Richardson (the “Officer Agreement”); the Officer Agreement has a term of 12 month starting from October 1, 2013.  Pursuant to the Officer Agreement, Mr. Richardson shall receive monthly compensation in the amount of: $10,000 in accordance with the Company’s regular payment schedule, that number of shares of the Company’s common stock valued at $20,000 based on its price at the close on the last trading day of each month and two year warrants to purchase up to 20,000 shares of the Company’s common stock at an exercise price per share equal to the closing sale price of the common stock on the date of the issuance. The foregoing shares and warrants shall be issued as of the last business day of each month.

This brief description of the Officer Agreement is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Officer Agreement as attached to this Current Report on Form 8-K as Exhibit 10.1 .

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

Due to capital constraints, we were unable to file our outstanding periodic reports as of and since our Annual Report on Form 10K for the fiscal year ended March 31, 2012.  However, with our new management in place and the funds available under the Revolving Note, we are working towards resolving this deficiency and hope to file all of our outstanding reports before the end of the second quarter of fiscal 2014.

On January 21, 2014, we issued a press release relating to the matters disclosed herein.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.



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Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events


As disclosed in the Current Report on Form 8-K we filed on November 21, 2012, as amended on February 20, 2013, the Company and Great Northern Energy, Inc. ("GNE) entered into a Purchase and Sale Agreement (“PSA”) dated November 15, 2012.  GNE has attempted to unilaterally terminate the PSA and in connection therewith, on June 1, 2013, GNE returned the stock certificate for 7,400,000 shares of our common stock (the "GNE Shares") we issued to them pursuant to the PSA, which is to be returned to us upon termination of the PSA.  However, GNE did not submit an executed stock power which is required to cancel the GNE Shares and transfer them back to us.  We do not believe GNE has the right to unilaterally terminate the PSA.  Additionally, GNE has yet to return the $700,000 received from us that must be returned upon termination of the PSA.  In light of these facts, as of today, we still deem the GNE Shares issued and outstanding, but until we decide how to proceed with GNE, the future status of such shares is uncertain.  We are considering our options with regard to GNE to determine a path that is best suitable for our shareholders and success.



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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

 

Officer Agreement between Rangeford Resources, Inc. and Colin Richardson, dated January 15, 2014

10.2

 

Revolving Credit Note dated September 4, 2013

99.1

 

Press Release dated January 21, 2014




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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.

 

 

 

 

Date:  

January 21, 2014

 

By:  /s/ Colin C. Richardson

 

 

 

Colin C. Richardson, President




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CORPORATE OFFICER CONSULTING

ENGAGEMENT AGREEMENT



AGREEMENT made effective this ___ day of ____________________, 2013 by and between Rangeford Resources, Inc. (the “Company”), with an address of ____________________________, and Colin C. Richardson (the “Consultant”), with an address of: __________________________________________.


WHEREAS, the Company desires the Consultant to take a leadership role in guiding the corporation to profitability and increased revenues as well as implementing an overall corporate strategy; and


WHEREAS, Consultant has expertise in the area of creating and implementing corporate strategy and guiding companies to profitability and is willing to act as a President 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 to act in the capacity of President, and Consultant agrees to act in a capacity as President during the term of this Agreement. The Company is contracting with Consultant for the services described in Section 1.a. above and Consultant reserves the right to determine the time, method, manner and means by which such services will be performed.  The order or sequence in which the services are to be performed is under the control of the Consultant.  Consultant is not required to perform the services during a fixed hourly or daily time and, if the services are to be performed at the Company's premises, the Consultant's time spent at the Company's premises is to be at the Consultant's discretion, subject only to the Company's normal business hours and security requirements.  Consultant confirms to the Company that the Company will not be required to furnish or provide any training to the Consultant to enable the Consultant to provide the above-referenced services.  If reasonably requested by the Consultant, the Company will provide the Consultant with a furnished office at the Company’s premises and reasonable administrative assistance to enable the Consultant to perform the above-referenced services, and use of office equipment commensurate with the position of President of the Company.  Consultant is not required to devote the Consultant's full time nor the full time of the Consultant's staff to the performance of the Services, and Client acknowledges that the Consultant has other clients and offers services to the general public and that Consultant is entitled to reasonable vacation of up to three weeks in every six month period, and sick time to be taken at his discretion.  The Company will not withhold any amount that would normally be withheld from an employee's pay.  All insurance coverage, payroll tax and withholding required for Consultant and Consultant's staff will be the sole responsibility of Consultant.  The Consultant will take appropriate measures



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 to ensure that any staff that perform Services are competent and that they do not breach Section 7, below.


(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.


2.

Compensation


a.

As compensation for its Consulting Services hereunder, the Company shall pay a cash fee each month during the term of this agreement of $10,000.


b.

As compensation for its Consulting Services hereunder, the Company will issue to Consultant each month during the term of this Agreement shares of its common stock valued at $20,000 based on its price at the close on the last trading day of each month and 20,000 warrants to purchase Common Stock.  The warrants shall have an exercise price per share equal to the closing sale price of the Common Stock on the date of issue, shall be exercisable for two years from the date of issue, and shall provide for a “cashless” or “net issue” exercise.  The foregoing shares and warrants shall be issued as of the last business day of each month, and shall be delivered to Consultant as soon as reasonably practicable.


c.

Other forms of compensation may occur depending on the nature of a specific transaction and only upon the mutual agreement of both parties.  


d.

Consultant shall participate during each calendar year (or part thereof) during which he is engaged as an officer from time to time in the Company Stock Option /Award/Incentive Plan, as adopted and amended.


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.


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



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to Consultant as defined herein except for the payment to the Consultant’s 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 Company’s business as the Company has conducted it since the Company’s incorporation or as it may conduct it in the future; and


(iii)

Information concerning any of the Company’s past, current, or possible future products, including (without limitation) information about the Company’s 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.



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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 Texas 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.


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.

Consultant’s 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 Consultant’s written agreement.


(b)

Modification . This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.



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(c)

Governing Law . The laws of Texas will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Texas 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 Agreement’s 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.




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In the case of the Company:


Rangeford Resources, Inc.

____________________________

____________________________

____________________________


In the case of Consultant:


Colin C. Richardson

___________________________

___________________________



(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 Company’s 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 Consultant’s other business matters and the Company’s 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, Consultant’s 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 Consultant’s business entities, from providing services or consulting for other oil and gas companies within the same area.


[Signature Page Follows]



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.


“The Company”

“Consultant”

RANGEFORD RESOURCES, INC.

Colin C. Richardson



By:

By:

Colin C. Richardson




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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


REVOLVING CREDIT NOTE



$750,000.00

September 4, 2013


FOR VALUE RECEIVED , the undersigned, RANGEFORD RESOURCES, INC., a Nevada corporation (the “ Company ”), hereby promises to pay to the order of Cicerone Corporate Development, LLC, a limited liability company, or its assigns (collectively, the “ Noteholder ”), in lawful money of the United States of America, and in immediately payable funds, the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000.00), or such lesser amount as shall equal the aggregate unpaid principal amount of all funds advanced the Company by the Noteholder in accordance with the terms of this Note, on the date and in the amounts stated herein at any time on or after September 4, 2013, and to pay interest on the unpaid principal amount of this Note, in like money and funds, on the dates specified herein.  Such advances shall be in the discretion of the Noteholder and in increments in the ordinary course of $10,000.00.  The Company may, from time to time, borrow, repay and reborrow under the terms of this Note up to but not exceeding the principal amount of this Note upon delivery to the Noteholder of a request of such advance of the proceeds of this Note.  The amounts previously advanced to the Company by the Noteholder as set forth on Schedule A annexed to this Note which remains outstanding as of the date of this Note shall represent amounts advanced to the Company to date by the Noteholder under this Note, and shall be included in the sums due the Noteholder by the Company hereunder.  


The principal hereof outstanding and any unpaid accrued interest thereon shall be due and payable on or before February 1, 2015 (the “ Maturity Date ”).  This Note shall bear interest on the unpaid principal balance from time to time outstanding, until paid, at the rate of LIBOR plus 2.75% per annum calculated semi-annually on the interest payment dates.  Interest shall be payable semi-annually on June 30 and December 31 of each year commencing with the first advance made hereunder.   Payment of all amounts due hereunder shall be made at the address of the Noteholder set forth below.


The Company hereby authorizes the Noteholder to endorse on the Schedule annexed to this Note the amount and type of all revolving credit loans made to the Company, all renewals



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and payments of principal amounts in respect of such revolving credit loans, and the outstanding principal amount of all revolving credit loans; provided, however , that the failure to make such notation with respect to any revolving credit loan or payment shall not limit or otherwise affect the obligation of the Company under this Note.


1.

PAYMENTS .  


(a)

Payment of all amounts due hereunder shall be made at the address of the Noteholder set forth below.  In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of Texas, the time for payment of such amount shall be extended to the next succeeding business day and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date.


(b)

All payments received on account of this Note shall be applied to the reduction of the unpaid principal balance of this Note.  Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed.  


(c)

If payment of the outstanding principal amount of this Note, together with all accrued unpaid interest thereon at the applicable rate of interest (as set forth herein), is not made on the Maturity Date, then interest shall accrue on the outstanding principal amount due under this Note and on any unpaid accrued interest due on this date of the payment in full of such amounts (including from and after the date of the entry of judgment in favor of the Noteholder in an action to collect this Note) at an annual rate equal to the lesser of 12% or the maximum rate of interest permitted by applicable law.


(e)

At the effective date or as soon as practical, The Company will issue and deliver to the Noteholder 1,500,000 shares of common stock of the Company as an  inducement to entering into this Agreement.  (the “Inducement Shares”).


2.

PREPAYMENT .  This Note may be prepaid, in whole or in part, without penalty with five days prior written notice to the Noteholder.


3.

DEFAULT .  If any of the following events (each an “ Event of Default ”) shall occur:


(a)

The Company fails to pay the principal or interest accrued on, or any other amount at any time owing under, the Note as and when the same becomes due and payable and such default is not cured within 10 business days after notice of the occurrence of such default; or


(b)

The Company defaults in the due observance or performance of or breach any of its covenants contained in this Note and such default is not cured within 10 business days after notice of the occurrence of such default; or




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(c)

The Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, trustee or similar official of or for itself or of or for all or a substantial part of its property, (ii) make an assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code, as now or hereafter in effect (the “ Code ”), (iv) file a petition seeking to take advantage of any other bankruptcy, insolvency, moratorium, reorganization or other similar law of any jurisdiction (“ Other Laws ”), (v) acquiesce as to, or fail to controvert in a timely or appropriate manner, an involuntary case filed against the Company under the Code, or (vi) take any corporate action in furtherance of any of the foregoing; or


(d)

A proceeding or involuntary case shall be commenced, without the application or consent of the Company in any court of competent jurisdiction (i) under the Code, (ii) seeking liquidation, reorganization, dissolution, winding up or composition or readjustment of its debts under any Other Laws, or (iii) seeking the appointment of a trustee, receive or similar official for it or for all or any substantial part of its assets, and any such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 90 days; or


(e)

A final judgment for the payment of money shall be rendered by a court of competent jurisdiction against the Company, and the Company shall not discharge the same, or procure a stay of execution thereof within 30 days from the date of entry thereof and within such 30 day period or such longer period during which execution of such judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, and such judgment, together with all other judgments against the Company (including all subsidiaries), shall exceed in the aggregate $50,000 in excess of any insurance as to the subject matter of such judgments, as to which coverage has not been declined or the underlying claim rejected by the applicable insurer; or


(f)

The liquidation or dissolution of the Company or any vote in favor thereof by the board of directors and stockholders of the Company; or


(g)

An attachment or garnishment is levied against the assets of the Company involving an amount in excess of $500,000 and the lien created by such levy is not vacated, bonded or stayed within 10 business days after such lien has attached to such assets; or


(h)

The Company defaults in the payment (regardless of amount) when due of the principal of, interest on, or any other liability on account of, any indebtedness of the Company(other than the Note) having an unpaid principal amount in excess of $50,000, or a default occurs in the performance or observance by the Company of any covenant or condition (other than for the payment of money) contained in any note (other than this Note) or agreement evidencing or pertaining to any such indebtedness, which causes the maturity of such indebtedness to be accelerated or permits the holder or holders of such indebtedness to declare the same to be due prior to the stated maturity thereof, or




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(i)

The Company sells all or substantially all of its assets or merges or is consolidated with another corporation in which the Company is not the surviving corporation, or the accounting acquiror in the event of a reverse merger; or


(j)

A Change of Control of the Company occurs.  For the purpose of this Note, a “ Change of Control ” shall mean a change in control (a) as set forth in Section 280G of the Internal Revenue Code or (b) of a nature that would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as:


i.

any "person", other than the Noteholder becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or,


ii.

the individuals who at the date of this Note constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the directors then in office who were directors at the date of this Note

then, and in any such event, the Noteholder may by written notice to the Company declare the entire unpaid principal amount of this Note outstanding together with accrued interest thereon due and payable, and the same shall, unless such default be cured within 20 business days after such notice, forthwith become due and payable upon the expiration of such 20 day period, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived.


4.

SUITS FOR ENFORCEMENT AND REMEDIES .  If any one or more Events of Default shall occur, the Noteholder may proceed to (i) protect and enforce Noteholder’s rights either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, condition or agreement contained in this Note or in any agreement or document referred to herein or in aid of the exercise of any power granted in this Note or in any agreement or document referred to herein, (ii) enforce the payment of this Note, or (iii) enforce any other legal or equitable right of the Noteholder. No right or remedy herein or in any other agreement or instrument conferred upon the Noteholder is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.


5.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY .  The Company covenants and agrees that for so long as any portion of the indebtedness evidenced by this Note, whether principal, accrued and unpaid interest or any other amount at any time due hereunder, remains unpaid, the Company will:


(a)

Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and to comply in all material



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respects with all laws, regulations and orders of each governmental authority having jurisdiction over the Company;


(c)

Promptly following the occurrence of an Event of Default furnish to the Noteholder a written statement of the Company’s President or Chief Financial Officer setting forth the details of such Event of Default and the action which the Company proposes to take with respect thereto;


(d)

At all times maintain true and complete records and books of account in which all of the financial transactions of the Company are duly recorded in conformance with U.S. generally accepted accounting principles;


(e)

Maintain the registration of the Company’s Common Stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports and other filings required to be filed by the Company after the date hereof pursuant to the Exchange Act.  


(f)

In the event the Company should issue the Noteholder Interest Shares, for as long as the Noteholder owns any Interest Shares, the Company will take such further action as any holder of Interest Shares may reasonably request, to the extent required from time to time to enable such holder to sell such Interest Shares without registration under the Act, including without limitation, within the requirements of the exemption provided by Rule 144.


6.

RESTRICTIONS ON IDUCEMENT SHARES .  The Inducement Shares may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Act.  Each certificate for Interest Shares that have not been so registered and that has not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate:


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS”


Upon the request of a holder of a certificate representing any Inducement Shares, the Company shall remove the foregoing legend from the certificate or issue to such Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Company shall have received an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, to the effect that any such legend may be removed from such certificate or (ii) a registration statement under the Act covering such securities is in effect.



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6.

NOTICES .  All notices required to be given to any of the parties hereunder shall be in writing and shall be deemed to have been sufficiently given for all purposes when presented personally to such party, sent by telecopier (with the original timely mailed), or sent by registered, certified or express mail, return receipt requested, to such party at its address set forth below:


If to the Company to:

Rangeford Resources, Inc.

c/o Kevin A. Carreno, P.A.

3001 Executive Center Drive, Suite 217

Clearwater, FL 33762

ATTENTION:  Kevin A. Carreno


If to the Noteholder to:

Cicerone Corporate Development, LLC



or hereafter given to the other party hereto pursuant to the provisions of this Note.


7.

EXCLUSIVE JURISDICTION AND VENUE .  The Parties agree that the courts of the County of Tarrant, State of Texas shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Note and the transactions contemplated herein.   The Parties further that, in the event of litigation arising out of or in connection with this Note in this court, they will not contest or challenge the jurisdiction or venue of this court.


8.

GOVERNING LAW .  This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of law.


9.

CONFORMITY WITH LAW .  It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws.  Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.


[Remainder of Page Left Blank]



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IN WITNESS WHEREOF , the Company has signed and sealed this Note and delivered it in the State of Texas as of September 4, 2013.


COMPANY


RANGEFORD RESOURCES, INC.




/s/ Steven R. Henson

Steven R. Henson, President



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RANGEFORD RESOURCES, INC. ANNOUNCES NEW DIRECTORS


Dallas, TX -- (PRNewswire-FirstCall) – January 21, 2014 – Rangeford Resources, Inc. (OTCQB:RGFR).  Rangeford Resources, Inc. (the “Company” or “Rangeford”) announced the departure of four directors, the appointment of its new Chairman of the Board of Directors, and the appointment of its President.  The Company's Board of Directors ratified the appointment of Michael Farmer, its sole director following the above referenced resignations, as Chairman of the Board of Directors and the appointment of Colin C. Richardson, prior consultant to the Company, as President of the Company on January 15, 2014; both men had been working in such capacities since October 5, 2013, when the Company's former President resigned due to personal reasons.


In response to how he feels about formally becoming the Company's President, Mr. Richardson said, "I am excited to take over as President of Rangeford Resources. I look forward to implementing the Company's strategy of buying proven reserves and cash flows to grow the business that they have been diligently working on over the last year."

Colin C. Richardson (55) – President

Mr. Richardson has more than twenty years of experience as an executive.  He is has been involved in day-to-day operations of multiple oil and gas exploration companies drilling wells in Nevada, Wyoming, Kansas and Nebraska.  Since 1991, he has served as president of Mailings Unlimited, Inc., and managed commercial real estate.  He is a sixteen year veteran serving both in the army as an enlisted Sergeant and, after attending Ohio State University, as a Captain in the Air Force piloting KC135 Stratotankers for the Ohio Air National Guard.  Currently, he is a senior Captain for American Airlines, piloting the Boeing 737-800.

The Company also announced that, due to capital constraints, it has been unable to file its outstanding period reports as of and since its Annual Report on Form 10K for the fiscal year ended March 31, 2012.  However, with its new management team in place and funds available through a revolving credit it received in September from one of its shareholders, the Company is working towards resolving its deficiencies and hopes to file all of the outstanding reports before the end of the second quarter 2014.  

The Company also announced that Great Northern Energy, Inc. ("GNE) has attempted to unilaterally terminate the Purchase and Sale Agreement (“PSA”) entered into between the Company and GNE on November 15, 2012.  In connection therewith, on June 1, 2013, GNE returned the stock certificate for 7,400,000 shares of the Company's common stock (the "GNE Shares") issued to them pursuant to the PSA, which is to be returned to us upon termination of the PSA.  However, GNE did not submit an executed stock power which is required to cancel the GNE Shares and transfer them back to the Company.  The Company does not believe GNE has the right to unilaterally terminate the PSA.  Additionally, GNE has yet to return the $700,000 received from the Company that must be returned upon termination of the PSA.  In light of these facts, as of today, the Company still deems the GNE Shares issued and outstanding, but until the Company decides how to proceed with GNE, the future status of such shares is uncertain.  The Company is currently considering its options with regard to GNE to determine a path that is best suitable for its shareholders and the success of the Company.



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About Rangeford Resources, Inc.:

Rangeford Resources, Inc. is a Dallas-based, oil and gas exploration and production company.  For further information on the Company, please visit our website www.rangeford-resources.com .



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 Company’s 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 556 Silicon Drive, Southlake, TX 76092. These items are also available on the SEC’s website at www.sec.gov.



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