Item 1.01Entry into a Material Definitive Agreement.
On July 19, 2022, Sino American Oil Company (the "Company") entered into an
Acquisition Agreement (the "Agreement") with Tritium Inc., a corporation
organized under the laws of the Province of Alberta, Canada ("Tritium") and the
shareholders of Tritium (the "Shareholders") after obtaining requisite approval
from the Company's board of directors, which determined that the transaction was
in the best interests of the Company and its stockholders.
Pursuant to the Agreement, the Company will acquire 100% of the shares of
Tritium through a wholly-owned subsidiary of the Company, Sino Acquisition Corp.
The Company will also acquire all assets of Tritium in the transaction. In
exchange for 100% of the shares of Tritium, the Company issued five million
(5,000,000) shares of common stock at $1.00 a share for a total transaction
value of USD $5,000,000.
In connection with the Agreement, Tritium entered into a Standstill Agreement
that will remain in effect until September 1, 2022 or a date as mutually agreed
upon by the parties, which shall run in congruence with the closing of this
acquisition contemplated by this Agreement.
Tritium was recently awarded a patent (CAVITATION APPARATUS AND RELATED SYSTEMS
AND METHODS, EFS ID: 45321627) for its Oil Upgrading Technology. Tritium's
technology converts heavy oil into a more profitable hydrocarbon product that
commands a higher price on world markets.
In July 2022, Tritium acquired a 22% ownership in Base Element Energy Inc., a
corporation organized under the laws of the Province of Alberta, Canada. This
ownership includes a full D58 Waste Facility License which allows the Company to
receive 22% of the profit from the business of the following from the Cynthia,
Alberta terminal based on the following metrics:
·$8.00 a m3 (1000 liters) of produced water to be taken in and injected down
Tritium's disposal well
·$16.00 a m3 (1000 liters) of emulsion to be taken in and treated at our
Facility
·Increase in WCS Western Canadian Select to WTI pricing
The Company plans to increase the size and processing capability of the facility
throughout 2022.
The acquisition is subject to the delivery of U.S. GAAP audited financial
statements from Tritium and the transfer of title and ownership of the company
and its assets to the Company.
The Company is in the process of updating its SEDAR filings in Canada to remain
compliant in Alberta and meet the requirement of the ASE. This acquisition will
be subject to the Company being fully compliant with the Securities regulators
of both the U.S. and Canada.
This Current Report on Form 8-K contains forward-looking statements, that
involve risks and uncertainties, many of which are detailed from time to time in
the Company's filings with the SEC.
The foregoing summary of the Acquisition Agreement is qualified in its entirety
by reference to the full text of the Acquisition Agreement, a copy of which will
be filed as an exhibit to the Company's next Annual Report on Form 10-K.
Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 29, 2022, Queenie Wong resigned as a Director of the Company and Kim
Halverson resigned as a Director, President and Treasurer of the Company. Ms.
Halverson remains as the Secretary of the Company. The resignations were not as
a result of any disagreements or disputes between the parties and the Company.
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