May 24th, 2012 Morgan Creek Energy announced that on May 14, 2012, it entered into a share exchange agreement with Glob Media Works, Inc., a Washington based social search destination company, and all of the shareholders of Glob Media. Through the Agreement, Morgan Creek expects to obtain the rights of a 100% interest in the intellectual property rights and business operations of Glob Media's online search and social media related cloud based software application.
Pursuant to the Agreement, Glob Media and its shareholders have agreed to sell all of the issued and outstanding shares of Glob Media to Morgan Creek. The cumulative price off all purchased shares is 9,075,734 restricted shares of common stock of Morgan Creek. The shares will be distributed on a pro rata basis in accordance with each vendor's percentage of ownership in Glob Media.
The closing of the Agreement is contingent upon the satisfaction of conditions precedent to closing as set forth in the agreement, including, but not limited to: (i) the Company, Glob Media and the Vendors having obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated by the Agreement; (ii) the Company, Glob Media and the Vendors shall have complied with all warranties, representations, covenants and agreements therein agreed to be performed or caused to be performed on or before the closing date; (iii) no action or proceeding in law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit any of the transactions contemplated by the Agreement; (iv) completion by each of the Company and Glob Media of an initial due diligence and operations review of the other's respective businesses and operations; (v) no material loss or destruction of or damage to the Company or Glob Media shall have occurred; and (vi) the board of directors of the Company and Glob Media ratifying the terms and conditions of the Agreement.
Upon the closing of the Agreement, the shares of Morgan Creek will be issued to the Vendors and will not be registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and will be issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United States without registration under the Securities Act of 1933 or an applicable exemption from such registration requirements.
For more information, please visit morgancreekenergy.com
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