Item 8.01 Other Events.
Product Off-Take Agreement
On February 28, 2023, Global Clean Energy Holdings, Inc. ("we," "us," "our" and
the "Company") received notice from ExxonMobil Oil Corporation, a subsidiary of
Exxon Mobil Corporation ("EMOC"), that effective
as of
July 1, 2023, EMOC irrevocably terminates that certain Product Off-Take
Agreement, dated effective April 10, 2019, by and between Bakersfield Renewable
Fuels, LLC, a subsidiary of the Company, and EMOC (the "POA"), without any
further action of EMOC, upon failure of the Company's renewable diesel facility
located in Bakersfield, California commencing operations contemplated by the POA
by June 30, 2023 (the "Start Date").
On March
5
, 2023, the Company notified EMOC that its purported termination of the POA is
ineffective under the terms of the POA, and the Company reserves and will
enforce all its rights under the POA, including
without limi
t
ation those rights that
automatically extend the Start Date.
Complaint Under Section 220 of the Delaware General Corporation Law
On March 1, 2023, the Company received notice that ExxonMobil Renewables LLC, in
its capacity as a preferred stockholder of the Company, filed a complaint
against the Company in the Court of Chancery of the State of Delaware to compel
inspection of the Company's books and records under Section 220 of the Delaware
General Corporation Law in relation to alleged wrongdoing by the Company's
management.
While the Company intends to comply with applicable law, it believes the
allegations described in the complaint are without merit.
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GLOBAL CLEAN ENERGY HOLDINGS, INC. 