Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

December 21, 2023

Laredo Oil, Inc.

(Exact Name of Registrant as Specified in Charter)

333-153168

(Commission File Number)

Delaware		26-2435874
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

2021 Guadalupe Street, Ste. 260

Austin, Texas

78705

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code

(512) 337-1199

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As of December 21, 2023, Hell Creek Crude, LLC (“HCC”), a wholly owned subsidiary of Laredo Oil, Inc. (the “Company”), has received payments from various accredited investors in the total amount of $1,617,850. The payments are in anticipation of the execution of a proposed Participation Agreement between HCC, Erehwon Oil & Gas, LLC (“Erehwon”), the accredited investors who have made the $1,617,850 payments and additional accredited investors (collectively, the “Investors”). Several participating investors also currently hold $575,000 in convertible debt of the Company, plus accrued interest, which will be included under the Participation Agreement. The Company expects that additional accredited investors will invest another $416,150 under the Participation Agreement prior to its execution.

The Participation Agreement is expected to provide $2.034 million in cash to fund the drilling of a development well and the acquisition of certain leases currently held by Lustre Oil Company, LLC, a wholly owned subsidiary of the Company.

The foregoing is a description of the proposed investments and material terms and conditions of the proposed Participation Agreement and is not a complete discussion of the investments or the proposed Participation Agreement. The final material terms and conditions of the Participation Agreement will be disclosed following the execution of the Participation Agreement by HCC, Erehwon and the Investors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LAREDO OIL, INC.

Date: December 21, 2023	By:	/s/ Bradley E. Sparks
		Bradley E. Sparks
		Chief Financial Officer and Treasurer

Cover	Dec. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Entity File Number	333-153168
Entity Registrant Name	Laredo Oil, Inc.
Entity Central Index Key	0001442492
Entity Tax Identification Number	26-2435874
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2021 Guadalupe Street
Entity Address, Address Line Two	Ste. 260
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78705
City Area Code	(512)
Local Phone Number	337-1199
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable