5-Mar-2010
Entry into a Material Definitive Agreement, Unregistered Sale of Equity
Item 1.01 Entry into a Material Definitive Agreement
Glen Rose Petroleum Corporation has entered the following material definitive agreements.
Iroquois Capital Opportunity Fund LP and others
On March 3, 2010, Glen Rose Petroleum Corporation closed a secured convertible note and warrant transaction agreement and a working interest purchase and sale agreement with Iroquois Capital Opportunity Fund and 12 other investors. The secured convertible note transaction provides that the Company will receive $3,350,000 in exchange for the notes and warrants. The two year notes pay 8 percent interest with a 12 percent interest if payment is made in kind. The outstanding principal and interest on the notes is convertible into Company common stock at the option of the note holder at $.30 per share with the Company having the right to force conversion once the Company achieves a greater than $1.25 share price and minimum daily volume of $2,000,000. The maximum number of conversion common stock shares for the notes' principal amounts, assuming all shares are converted, is 11,666,667 common stock shares. The notes are secured by all of the Company's and its subsidiaries' assets. The investors are also receiving a total of 11,666,667 warrants exercisable at $.60 per share with five year terms. The warrants have cashless exercise provisions. Should the Company issue common stock for consideration that is less than the note conversion price or the warrant exercise price during the term of the notes or warrants, the note conversion price and the warrant exercise price shall be adjusted downward to equal the price at which the Company issued that common stock.
