Bering Exploration Inc. (OTC:BERX) and Breitling Oil and Gas Corp., together with Breitling Royalties Corp. jointly report that Bering and Breitling have entered into an asset purchase agreement pursuant to which the company has issued to Breitling approximately 461.9 million shares of common stock in exchange for substantially all of the oil and gas assets owned by Breitling.
In connection with the closing of the transaction, all of the company's outstanding convertible notes were converted into common stock. The shares of common stock issued to Breitling represent over 92% of the shares of common stock on a fully diluted basis following the closing of the transaction.
Breitling has executed a non-transfer agreement with the company providing that, for a period of 15 months following the closing date, it will not transfer any common stock or make any agreement relating thereto. The closing did not affect the shares of common stock held by the company's existing public stockholders.