Stratex Oil & Gas Holdings, Inc. (OTCPK:STTX) entered into a letter of intent to acquire Richfield Oil & Gas Company (OTCBB:ROIL) for $18.1 million on March 14, 2014. Stratex Oil & Gas Holdings, Inc. (OTCPK:STTX) entered into an agreement and plan of merger to acquire Richfield Oil & Gas Company (OTCBB:ROIL) on May 6, 2014. Upon the consummation of the transaction, each outstanding share of Richfield common stock would be converted into 1.009 shares of Stratex common stock. Richfield's Board of Directors owning an aggregate of approximately 46% of Richfield's outstanding common stock, have executed and delivered to Stratex voting agreements in which each agreed to vote their Richfield stock in favor of the transaction. Post closing, Richfield will become a wholly owned subsidiary of Stratex. Richfield is obligated to pay Stratex a termination fee of $3 million and Stratex is obligated to pay Richfield a termination fee of $1 million.

Alan D. Gaines resigned as Chairman of the Board of Directors of Richfield, and immediately commences serving as Chairman of the Board of Directors of Stratex. Stephen Funk, Stratex' present Chief Executive Officer will continue to serve in that capacity post-merger. Douglas C. Hewitt, Sr., Richfield's present Chief Executive Officer, will continue to serve in that capacity and as Interim Chairman of the Board of Directors of Richfield to facilitate the merger. Following the merger, it is anticipated that Douglas Hewitt will become a consultant to Stratex with responsibility to oversee Richfield's operations in Utah.

The transaction is subject to approval by Richfield's stockholders, the effectiveness of the registration statement on Form S-4 to be filed with the SEC, the exchange of all outstanding shares of Stratex' Series A Preferred stock for 7,000,000 shares of Stratex common stock, Stratex having $5,000,000 of cash on hand, Richfield's liabilities not exceeding $6,500,000 immediately prior to the closing, Richfield's Chief Executive Officer, Douglas C. Hewitt Sr., agreeing to enter into a consulting agreement, Alan Gaines shall have resigned as a Director and Executive Chairman of Richfield and dissenters rights. The Board of Directors of Stratex Oil and Richfield have unanimously approved the transaction.

As of July 10, 2014, Richfield received $1.7 million in proceeds from the $3 million loan agreement with Stratex which has been advanced to fast forward the pre-merger development of Richfield's high quality and scalable Kansas properties. As per the amended agreement announced on July 17, 2014, it was announced that Stratex should have no less than $2 million in cash on hand at the time of the merger and Richfield's liabilities not exceeding $6.65 million immediately prior to the closing. In addition, the right of each party to terminate the merger agreement, if the merger has not been consummated by the end date of September 30, 2014 was extended to November 30, 2014 (and until January 30, 2015 if all closing conditions (other than receipt of Richfield's shareholder approval or the failure of the Form S-4 registration statement to be declared effective) have been satisfied by November 30, 2014). On August 20, 2014, Stratex board of directors (the “Board”) approved the issuance of 7,000,000 shares of Stratex common stock to Rotary Partners LLC. As of November 24, 2014, stockholders of the Richfield Oil & Gas approved the deal in a special meeting.

WSR Communications, Inc. acted as public relations advisor for Stratex. RedChip Companies, Inc. acted as public relations advisor for Richfield. Matthew S. Cohen of Buchanan Ingersoll & Rooney PC acted as legal advisor for Stratex.

Stratex Oil & Gas Holdings, Inc. (OTCPK:STTX) completed the acquisition of Richfield Oil & Gas Company (OTCBB:ROIL) on December 1, 2014.