Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
May. 31, 2015
Subsequent Events  

On June 19, 2015, shareholders of the Company approved the sale of the Arkansas River Valley assets to Arkansas River Farms in accordance with the Purchase and Sale Agreement. The closing of the transaction remains subject to the completion of due diligence and the satisfaction of other conditions. Effective as of July 2, 2015, the parties entered into an amendment to the Purchase and Sale Agreement that, among other things, provides for the following:


  · The purchase price was reduced from approximately $53 million to $45.8 million, subject to adjustment in accordance with the terms of the Purchase and Sale Agreement, as amended;


  · Within two business days of the Company's delivery to the  title  company of certain closing documents approved by Arkansas River Farms, the remaining $975,000 of earnest money deposit shall be released to the Company, which deposit shall be non-refundable (subject to certain limited circumstances) and credited against the purchase price at closing;


  · The Company shall retain all rents and be responsible for all water assessments and property taxes for the farm operations through calendar 2015, whereas the Purchase and Sale Agreement had previously provided that such items would be prorated between the parties based on the timing of the closing within the year;


  · The portion of the oil, gas, natural gas, and hydrocarbons appurtenant to the land to be retained by the Company increased from 75% to 100%; and


  · For purposes of any adjustments to the purchase price, the multiplier for each Dry-up Share (as defined in Section 10 of the Fourth Amendment filed herewith as Exhibit 10.4) that Arkansas River Farms does not purchase (based on a determination that there is insufficient evidence to conclude that the obligation to dry-up the property and allow the Dry-Up Shares to be used elsewhere) was increased from $1,625 to $3,250.