Item 5.01 Changes in Control of Registrant
On June 4, 2020 (the "Closing Date"), Top Knot, Inc. USA ("TKIU") obtained
control of the Company from its previous controlling shareholder, NIRA Petroleum
Corporation ("NIRA"), pursuant to a Conditional Stock Purchase Agreement, dated
as of June 4, 2020 (the "SPA"), by and among TKIU and NIRA. On the Closing Date,
NIRA caused TKIU to obtain control of the Company through the assignment of
1,000,0000 Preferred Series shares held by NIRA representing 100% of the
shareholder vote of the Company and certain TKIU designees were elected as
Directors to the Board of the Company (the "Transaction").
On the Closing Date, and as a consequence of the Transaction, a change of
control of the Company occurred. As a result of the Transaction, TKIU now
controls the Company through the Preferred Series of shares and designees on the
Board of Directors.
Item 5.02 Departure of Directors of Certain Officers, Election of Directors,
Appointment of Certain Officers;
Effective June 22, 2020, the Board of Directors of the Company accepted the
resignation of Scott Johnson from the position of Director and CEO.
Effective June 22, 2020, the Board of Directors of the Company accepted the
resignation of Tom Maher from the position of Director and CFO.
Effective June 22, 2020, the Board of Directors of the Company accepted the
resignation of Nikos Glimidakis from the position of Director and Chairman of
the Company.
Effective June 22, 2020, the Board of Directors of the Company unanimously
elected GARRY CAUSEY as Director & Chairman of the Board of Directors to the
Company and appointed Mr. Causey to the office of President and Chief Executive
Officer of the Company.
Effective June 22, 2020, the Board of Directors of the Company unanimously
elected JASON WALTER CAUSEY as Director to the Company.
Effective June 22, 2020, the Board of Directors of the Company unanimously
elected JARED CAUSEY as Director to the Company.
Effective June 22, 2020, the Board of Directors of the Company unanimously
elected ARCHIE CORNELIUS EGGLETON, JR. as Director to the Company and appointed
Mr. Eggleton to the office of Chief Financial Officer.
Effective June 22, 2020, the Board of Directors of the Company unanimously
elected MICHAEL CAMPANELLA RUSSELL as Director to the Company.
Effective June 23, 2020, the Board of Directors of the Company unanimously
appointed Paul L. Strickland to the office of Secretary of the Company.
Effective July 21, 2020, the Shareholders required to vote deemed it acceptable,
fair, and in the best interest of the Company and its Shareholders to
unanimously elect Paul L. Strickland as sole Director to the Company.
Effective July 21, 2020, the Shareholders required to vote deemed it acceptable,
fair, and in the best interest of the Company and its Shareholders to
unanimously remove GARRY CAUSEY as Director & Chairman of the Board of Directors
to the Company and remove Mr. Causey from the office of President and Chief
Executive Officer of the Company.
Effective July 21, 2020, the Shareholders required to vote deemed it acceptable,
fair, and in the best interest of the Company and its Shareholders to
unanimously remove JASON WALTER CAUSEY as Director to the Company.
Effective July 21, 2020, the Shareholders required to vote deemed it acceptable,
fair, and in the best interest of the Company and its Shareholders to
unanimously remove JARED CAUSEY as Director to the Company.
Effective July 21, 2020, the Shareholders required to vote deemed it acceptable,
fair, and in the best interest of the Company and its Shareholders to
unanimously remove ARCHIE CORNELIUS EGGLETON, JR. as Director to the Company and
remove Mr. Eggleton from the office of Chief Financial Officer of the Company.
Effective July 21, 2020, the Shareholders required to vote deemed it acceptable,
fair, and in the best interest of the Company and its Shareholders to
unanimously remove MICHAEL CAMPANELLA RUSSELL as Director to the Company.
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