Item 1.01 Entry into a Material Definitive Agreement.

On April 29, 2016, Brenham Oil and Gas Corp., a Nevada corporation (the "Registrant") filed a Form 8-K reporting that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Africa International Capital Ltd., a Bermuda corporation ("AIC") pursuant to which a wholly-owned subsidiary of the Registrant will be merged and into AIC which will be the surviving entity and will become a subsidiary of the Registrant. A copy of the Merger Agreement was filed as Exhibit 2.1 to that Form 8-K. The Registrant also reported in the same 8-K that had also entered into a Contribution Agreement with its corporate parent and principal shareholder, American International Industries, Inc., a Nevada corporation ("AIII"), a copy of which was filed as Exhibit 2.2 to this same Form 8-K.

The Merger Agreement, which closed on November 10, 2016 (the "Closing"), provided, among other things, that the Closing of the Merger shall be subject to the filing of audited financial statements and other material disclosure regarding AIC with the Securities and Exchange Commission (the "SEC") and the filing of a Certificate of Amendment to the Registrant's Articles of Incorporation with the State of Nevada to implement certain corporate actions by the filing of a Schedule 14C with the SEC, based upon the Joint Consent of the Registrant's Board of Directors and Majority Stockholder dated April 25, 2016 which was attached as Exhibit A to the Schedule 14C and the amended Schedule 14C filed with the SEC on May 9, 2016 and November 9, 2016, respectively (the "Joint Consent") to:

(i) implement a one for two hundred (1:200) reverse stock split (the "Reverse Split") of the Registrant's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock");
(ii) change the Registrant's name from Brenham Oil & Gas Corp. to Africa Growth Corporation (the "Name Change");
(iii) rename the existing Common Stock as "Common Stock Series A";
(iv) authorize the issuance of up to one hundred million (100,000,000) shares of a new class of non-voting common stock with the same economic rights of existing Common Stock Series A but without the right to vote on any matter, which non-voting shares shall be designated "Common Stock Series B";
(v) authorize the issuance of up to one million (1,000,000) shares of a new class of super-voting common stock with all of the economic rights of existing Common Stock except that such shares will have five thousand (5,000) votes per share, which shall be designated "Common Stock Series C"; and
(vi) authorize the issuance of up to twenty-nine million (29,000,000) shares of preferred stock, par value $0.0001 per share, which may be issued in one or more series ("Preferred Stock"). The foregoing are referred to collectively as the "Corporate Actions."

On November 9, 2016, the Registrant filed an amended Preliminary Information Statement on Schedule 14C with full disclosure required by Items 11 through 14 of Schedule 14A, including but not limited to the audited financial statements of the Registrant and AIC as well as the pro forma consolidated financial statements of the Registrant and AIC as required by Schedule 14A together with additional disclosure regarding the business of AIC, which disclosure is incorporated by reference herein.

As a result of this filing, which is subject to SEC review, following which the Corporate Actions will be subject to approval by FINRA, the Registrant and AIC completed the Closing of the Merger, subject to certain conditions subsequent (the "Post-Closing Events"), as discussed more fully below.

In order to implement the Corporate Actions and conclude the Post-Closing Events, the Certificate of Amendment must be filed with the State of Nevada in connection with applying for and receiving FINRA approval. At November 9, 2016, the date of the Closing, and prior to the implementation of the Reverse Split and the issuance of any shares of Common Stock to the AIC shareholders, the Registrant had 200,000,000 shares of Common Stock authorized and 128,293,536 shares of Common Stock issued and outstanding. In connection with the Closing on November 9, 2016, the Registrant has instructed its transfer agent to issue a certificate evidencing 71,706,464 shares of pre-Reverse Split Common Stock, representing the remaining authorized but unissued pre-Reverse Split Shares in the name of a designee of AIC, in furtherance of the Registrant's obligation, following the Closing of the Merger Agreement, that the outstanding shares of AIC shall be converted into and exchanged for 7,362,421 post-Reverse Split shares of new Common Stock Series A, representing 1,472,484,200 pre-Reverse Split shares of Common Stock, or approximately 92% of the outstanding Common Stock Series A after the Closing and the implementation of the Reverse Split. As noted above, the Registrant does not have and will not have a sufficient number of authorized but unissued shares until FINRA approves all of the Corporate Actions.