http://secfilings.nasdaq.com/...K&RcvdDate=5%2F30%2F2014&pdf=
TOMBSTONE EXPLORATION CORPORATION
On December 10, 2013, Tombstone Exploration Corporation (the “Company”) entered into a Stock-for-Stock Exchange Agreement (the “Agreement”) with EuroGas, Inc., a Utah corporation (“EuroGas, Inc.”), and EuroGas AG, a Swiss stock corporation (“EuroGas AG”). Pursuant to the Agreement, EuroGas, Inc. shall exchange two hundred forty million (240,000,000) shares of EuroGas AG’ common stock representing approximately twenty six percent (26%) of EuroGas AG’ total issued and outstanding shares of common stock, in exchange for three hundred forty eight million (348,000,000) shares of the Company’s common stock. Additionally, EuroGas, Inc. shall finance the Company’s exploration efforts in the USA in the amount of five million dollars ($5,000,000) over a nine (9) month period. A true and correct copy of the Agreement was filed with the SEC as Exhibit 4.1 to our Current Report on Form 6-K on December 16, 2013 and is incorporated herein by reference. On January 13, 2014, the Company entered into a First Amendment to the Stock-for-Stock Exchange Agreement (the “First Amendment”) with EuroGas, Inc. and EuroGas AG, which is retroactively made effective as of December 10, 2013, the date of the original Agreement. Pursuant to the First Amendment, EuroGas, Inc. shall exchange two hundred forty million (240,000,000) shares of EuroGas AG’ common stock representing approximately twenty six percent (26%) of EuroGas AG’ total issued and outstanding shares of common stock, in exchange for three hundred forty eight million (348,000,000) shares of the Company’s common stock. Additionally, EuroGas, Inc. shall finance the Company’s exploration efforts in the USA in the amount of five million dollars ($5,000,000) over a nine (9) month period. Further, EuroGas, Inc. shall grant to the Company twenty percent (20%) of any award granted to EuroGas, Inc. or EuroGas AG relating to that certain lawsuit filed by EuroGas AG and EuroGas, Inc. against the Slovak Republic. A true and correct copy of the First Amendment was filed with the SEC as Exhibit 4.06 to our Annual Report on May 16, 2014 and is incorporated herein by reference. On May 13, 2014, the Company entered into a Second Amendment to the Stock-for-Stock Exchange Agreement (the “Second Amendment”) with EuroGas, Inc. and EuroGas AG, which is retroactively made effective as of December 10, 2013, the date of the original Agreement. Pursuant to the Second Amendment, the Company shall receive $100,000 from EuroGas, Inc. in exchange for the issuance of 69,000,000 common shares of the Company. The 69,000,000 common shares of the Company were issued on May 13, 2014. Additionally, pursuant to the Second Amendment, on or before June 13, 2014, the Company shall receive $400,000 and 240,000,000 common shares of EuroGas AG from EuroGas, Inc. in exchange for 279,000,000 common shares of the Company. EuroGas, Inc. shall make further payments to the Company of $500,000 on or before August 30, 2014, and a final payment of $4,000,000 on or before October 31, 2014. Further, EuroGas, Inc. shall grant to the Company twenty percent (20%) of any award granted to EuroGas, Inc. or EuroGas AG relating to that certain lawsuit filed by EuroGas AG and EuroGas, Inc. against the Slovak Republic. The foregoing summary description of the terms of the Second Amendment may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Second Amendment, reference is made to such agreement, a copy of which is filed hereto as Exhibit 4.01 and is incorporated herein by reference. Unregistered Sales of Equity Securities The information set forth above in this Current Report on Form 6-K is incorporated herein by this reference. Exemption from Registration . The shares of common stock referenced herein were issued pursuant to and in accordance with Rule 903 of Regulation S of the Act. We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to us that the investor was not a "U.S. person", as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and each investor included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each investor agreed by execution of the agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All certificates representing the shares were or upon issuance will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.
Exhibit Index
Exhibit No. 4.01
Description
Second Amendment to Stock-for-Stock Exchange Agreement by and among the Company, EuroGas, Inc. and EuroGas AG dated May 13, 2014
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, thereunto duly authorized. Date: May 29, 2014 TOMBSTONE EXPLORATION CORPORATION
/s/ Alan Brown
By: Alan Brown
Its: President and Chief Executive Officer
SECOND AMENDMENT TO STOCK-FOR-STOCK EXCHANGE AGREEMENT
This SECOND AMENDMENT TO STOCK-FOR-STOCK EXCHANGE AGREEMENT (this “Second Amendment”) is made and entered into effective as of the 13th day of May, 2014 (the “Effective Date”), by and among EUROGAS, INC., a Utah corporation (“Seller”), and TOMBSTONE EXPLORATION CORP., a Canadian Federal Corporation (“Purchaser”), and EUROGAS, A.G., a Swiss Stock Corporation (the “Company”). Seller, Purchaser and the Company are collectively referred to herein as the “Parties” and may be individually referred to as a “Party”.
RECITALS
WHEREAS, the Parties entered into that certain Stock-for-Stock Exchange Agreement dated December 10, 2013 (the “Original Exchange Agreement”), attached hereto as Exhibit A ; WHEREAS, the Parties amended the Original Exchange Agreement by entering into that certain First Amendment to Stock-for-Stock Exchange Agreement dated January 13, 2014 (the “First Amendment”), attached hereto as Exhibit B ; and WHEREAS, in exchange for the consideration set forth below, the Parties desire to amend, modify, and otherwise revise the Original Exchange Agreement and the First Amendment (collectively referred to herein as the “Agreement”) as set forth herein. NOW, THEREFORE, in accordance with the foregoing recitals, and in consideration of the mutual covenants made herein and for good and valuable consideration, the Parties agree to amend the Agreement as follows:
AMENDMENTS
1. Incorporation. The foregoing recitals are true and are hereby incorporated into this Second Amendment by reference as though fully set forth herein. 2. Amendment to Section 2. The Parties hereby amend the Agreement by revoking Section 2(a) and inserting in lieu thereof the following: (a) General. Seller has deposited in trust with Seller’s US solicitor Michael Coombs, Salt Lake City, UT, the requested payment in the amount of $100,000 and will instruct Mr. Michael Coombs to release the payment to Purchaser in exchange for receipt by Seller of a Certificate in the amount of 69,000,000 Regulation S shares of Purchaser’s stock, which Purchaser shall immediately deliver to Seller’s solicitor. Seller shall also transfer the Shares and remit payment in the amount of $400,0000 to Purchaser’s attorneys, WALLIN HESTER, PLC, via wire transfer on or before June 13, 2014, in exchange for receipt of additional 279,000,000 restricted shares of Purchaser’s stock (the “Restricted Shares”), which Purchaser shall immediately transfer to Seller upon receipt of the Shares and the $400,000 payment. In addition to the other payments set forth in this Section 2(a), Seller shall also remit the following payments to Purchaser: (i) $500,000 on or before August 30, 2014; and (ii) $4,000,000 on or before October 31, 2014. The payments required under this paragraph shall be tendered to Purchaser in cash or its equivalent. In addition to the other consideration described in this Section 2(a), Seller shall pay Purchaser an amount equal to twenty percent (20%) of the total of any and all amounts awarded or received by Seller or the Company, whether through judgment or settlement, relating to that certain lawsuit filed by Seller and the against the Slovak Republic. The payment(s) required under this paragraph shall be tendered to Purchaser in cash or its equivalent within five (5) days of the receipt of the monies by Seller or the Company. The Parties hereby amend the Agreement by inserting the following as Section 2(c): (b) Mining Claims . Seller and the Company shall have Riatta Minerals deliver to Purchaser the two hundred sixty-one (261) mining claims (the “Mining Claims”) currently held in Riatta Minerals’ name and that were previously owned by Purchaser for the preceding seven (7) years, along with an executed and notarized quit claim deed transferring the Mining Claims to Purchaser, on or before May 13, 2014. Seller’s and the Company’s failure to have the Mining Claims timely delivered and transferred to Purchaser shall constitute a material breach of this Agreement. The Parties hereby amend the Agreement by inserting the following as Section 2(d): (c) Voting the Restricted Shares . During the restrictive period following the issuance of the Restricted Shares, Seller shall not vote the Restricted Shares to remove Alan Brown as either Director or President of Purchaser. The Parties hereby amend the Agreement by inserting the following as Section 2(e): (d) Appointment of Additional Directors . In addition to the appointment of Members to the Boards of Directors set forth in the Preliminary Statement of this Agreement, Purchaser shall have the right to immediately appoint two (2) Members to the Board of Directors of Seller. 3. Amendment to Section 3. The Parties hereby amend the Agreement by revoking Section 3(a) and inserting in lieu thereof the following: (a) General . The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at such time and place as shall be agreed upon by the Parties (the “Closing Date”), but not later than May 13, 2014, by exchange of documentation among the Parties by fax, email, or courier, as appropriate, following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at or after the Closing itself). 4. Other Terms and Conditions Remain. The terms and conditions of this Second Amendment override and supersede any prior agreements between the Parties, and any prior agreements, including the Agreement, shall be deemed constructively amended as necessary to give full force and effect to this Second Amendment. Except as expressly set forth in this Second Amendment, the terms and conditions of the Agreement are otherwise unmodified, and remain in full force and effect. In the event of any inconsistency between the Agreement and this Second Amendment, the terms of this Second Amendment shall control. Each reference in the Agreement to its respective self shall be deemed also to refer to this Second Amendment. 5. Execution Authorized. Each Party warrants and represents to the other that its execution hereof has been duly authorized by all necessary action of such Party. 6. Facsimile Signature/Counterparts. This Second Amendment will become binding and effective upon the exchange of facsimile copies of the required signatures, and may be executed in counterparts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK—SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to be signed and delivered, either individually or by a duly authorized officer as indicated below, as of the date indicated.
EUROGAS, INC.,
TOMBSTONE EXPLORATION CORP.,
a Utah corporation
a Canadian federal corporation
/s/ Harald Schmidt
/s/ Alan Brown By: Harald Schmidt
By: Alan Brown Its: CFO and Director
Its: President and Director EUROGAS, A.G,
a Swiss stock corporation /s/ Wolfgang Rauball
By: Wolfgang Rauball Its: Chairman of the Administrative Board
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