Amazing Energy Oil & Gas, Co.

This amendment to the April 2020 bankruptcy notice says that on January 10, 2022 the bankruptcy court (Eastern District of Texas, Sherman Division) approved bidding procedures for selling the assets of the three subsidiaries (Amazing Energy, LLC, Amazing Energy Holdings, LLC and Amazing Energy MS, LLC), in connection with the liquidation of those subsidiaries under Case No. 20-41558. This continues the April 2020 Chapter 11 filings and shows the subsidiaries' Texas, New Mexico and Mississippi holdings are being put up for sale to qualified bidders. The filing says the parent company itself has not filed for bankruptcy, and it does not say what shareholders will receive.

bankruptcy or receivership

On April 6, 2020 three wholly owned subsidiaries, Amazing Energy, LLC, Amazing Energy Holdings, LLC and Amazing Energy MS, LLC, filed Chapter 11 bankruptcy petitions in the Southern District of Mississippi. These subsidiaries own and operate the company's holdings in Texas, New Mexico and Mississippi. The parent company itself has not filed. What happens to shareholders' equity is not stated.

bankruptcy or receivership

On November 22, 2019 the company's subsidiary bought the Denver Mint Project in Mississippi (about 900 acres, nine oil wells and a saltwater disposal well) for about $3,050,000. The company funded it by selling an overriding royalty interest for $4,500,000, about $1,400,000 of which goes to working capital, and in return must deliver 146,470 barrels of oil over 48 months, with monthly minimums starting February 2020 ranging from 280 to 4,560 barrels. This is a financing that commits future production to the buyer.

asset acquisition disposition

On September 18, 2019 the company borrowed $250,000 from FirstFire Global Opportunities Fund with a 10% original issue discount, 12% interest, maturing March 9, 2020, convertible at a 50% discount to market. It issued 1,875,000 commitment-fee shares, with 1,562,500 cancelled if repaid by maturity. This is the third loan of this type in about a month (after Labrys and Morningview), for working capital.

capital raising announcement

On September 11, 2019 the company borrowed $250,000 from Morningview Financial with a 10% original issue discount, 12% interest, maturing March 2, 2020, convertible at a 50% discount to market. It issued 1,875,000 commitment-fee shares, with 1,562,500 cancelled if repaid by maturity. This is the second loan of the same type after Labrys, adding to short-term debt and potential dilution.

capital raising announcement

On August 20, 2019 the company borrowed $400,000 from Labrys Fund with a 10% original issue discount, 12% interest, maturing February 20, 2020, and convertible into common stock at a 50% discount to market price. It also issued 3,000,000 shares as a commitment fee, of which 2,500,000 are returned and cancelled if the loan is repaid by maturity. Proceeds are for working capital. Terms of this kind could dilute shareholders if the loan is converted.

capital raising announcement

On June 17, 2019 the company closed a working interest offering for the Moe-35 horizontal well, raising $1,640,000 from 17 accredited investors, each also getting four common shares per dollar invested. The company will issue 6,560,000 shares, a much heavier share issue than the January offering (one share per $2); four board members took part on the same terms.

capital raising announcement

Effective April 1, 2019 the company redeemed all 9,000 Series A preferred shares held by director Jed Miesner at $100 each, $900,000 in total, paid by raising the principal on a note owed to him by subsidiary Amazing Energy, LLC from $1,940,000 to $2,840,000. The shares are retired, ending the Series A voting block (90,000,000 votes equivalent) that was set out earlier. No cash left the company; the cost is added debt.

security holder rights change

Effective January 28, 2019 the company completed buying working interests in three leases in Lea County, New Mexico from Wyatt, for $100,000 cash and a $1,900,000 seller note at 7% due in one year. It gets 56% in two leases and 100% in a third (Devon Energy holds 30% in two of them), covering 10,501 net acres, with nine wells producing about 104 boepd, and the company will operate. The deal adds a fractional interest in Wyatt's Chateau Project in Mississippi. This is the second Wyatt deal, after the October 2018 Texas leases, and adds new debt due within a year.

asset acquisition disposition

On October 24, 2018 the company borrowed $500,000 from Bories Capital, LLC on an unsecured two-year loan with interest-only payments until maturity. As extra consideration, a warrant held by Gulf South Holdings (an affiliate of the lender) had its exercise price cut from $1.00 to $0.40 and its expiry extended to April 1, 2024, and the Series B preferred shares held by the lender were changed to remove the company's call right until April 1, 2024. The proceeds are to pay down existing debt and fund working capital. These concessions favor the lender and could dilute other holders if exercised. The address in the filing is now Plano, Texas.

security holder rights change

On October 17, 2018 the company bought oil and gas leases from Wyatt Petroleum and Wyatt Permian for $500,000 cash, gaining deep rights to 21,000 mostly contiguous acres in Pecos County, Texas. The company says it now controls all drilling rights to all depths in 61,000 acres, plus mineral and drilling rights to 3,000 feet on another 9,000 acres. The money came from a loan from Tony Alford, now described as Chairman of the Board.

asset acquisition disposition

The company finished the last of 11 agreements with 14 working interest partners to buy out their interests in its wells, issuing 3,617,556 restricted shares valued at $1,736,427 (based on a $0.48 closing price on June 1, 2018). After this the company says it holds 100% of each of its wells. Two of the deals are with related parties: Petro Pro, Ltd. (controlled by Jed Miesner) and director Tony Alford. The new shares dilute existing holders.

material agreement

On July 18, 2018 the company closed a private placement of 13,620,000 common shares at $0.25 each, raising $3,405,000 from 36 accredited investors, with no warrants attached. This is new cash for the company and more shares outstanding, so existing holders are diluted. It follows the smaller $0.26 placement of March 2017.

capital raising announcement

On June 22, 2017 the company and Kisa sold Kisa's interest in 88 Alaska mining claims to Afranex (Alaska) Limited, a subsidiary of Afranex Gold, for US$300,000, already paid, closed by quit claim deed. This disposes of the Alaska claims once held in the Golden Lynx and North Fork arrangements; the filing does not say whether the 2014 option was the route or how the earlier agreements were treated.

asset acquisition disposition

The company completed a private placement on March 31, 2017, selling 6,868,484 restricted common shares at $0.26 each to 38 accredited investors and raising $1,785,805.84. This is new cash, with new shares issued to buyers (dilution for existing holders).

capital raising announcement

On July 31, 2016 the Gulf South Securities acquisition closed: the company issued 5,373,528 common shares and 2,674,576 warrants to Gulf South Holding and others, 250,000 shares to Delaney, 9,000 Series A preferred to Jed Miesner (10,000 votes each) and 50,000 Series B preferred to Bories Capital. Gulf South Securities is now a wholly owned subsidiary. Gulf South executives replaced the officers and directors, with Arthur Seligman as CEO and Timothy Flanagan as President. Miesner's Series A gives him 60.33% of total voting power. The filing is cut off before the rest of the officer details.

business combination

On April 15, 2016 the company agreed to buy broker-dealer Gulf South Securities from Gulf South Holding for 5,349,153 common shares and 2,674,576 warrants, with preferred stock and debt-to-equity provisions; the closing was moved to May 2, 2016 on April 28. It also restates that the Jilpetco purchase from Jed Miesner is now for $500,000 rather than 500,000 shares, which changes the August 2015 terms.

material agreement

On August 10, 2015 the company agreed to buy Jilpetco, Inc., an oilfield operating and services business, from its president Jed Miesner for 500,000 restricted shares of common stock. This is a related-party deal, and Jilpetco would become a wholly owned subsidiary.

material agreement

This amends a March 2015 filing after SEC comments. AEI's auditor MaloneBailey withdrew its January 22, 2015 audit report on AEI's July 31, 2014 and 2013 financials because of an independence problem (it helped prepare the statements), then reissued the report under AICPA standards. The company says DeCoria, Maichel & Teague remains its auditor, and the fiscal year end changes to July 31. The filing does not say the numbers themselves changed.

auditor change

On July 1, 2015 the company completed an exchange of 21,215,038 restricted common shares for 9,207,303 Amazing Energy, Inc. shares, making AEI a wholly owned subsidiary. This continues the October 2014 AEI deal by bringing in more AEI holders, and issues more shares.

capital raising announcement

On October 7, 2014 Gold Crest agreed to sell certain Amazing Energy, Inc. shareholders 384,848,504 restricted common shares and 79,755 Series A convertible preferred shares, in exchange for their 12,829,000 AEI shares. Each preferred share converts into 10,000 common shares once authorized common stock is increased to allow 797,550,000 additional shares. For existing holders this is very large potential dilution and a change of control; the filing does not itself call it a reverse merger (inference: it is the start of the Amazing Energy combination).

material agreement

On September 2, 2014 Gold Crest and Kisa gave Afranex Gold an exclusive option, expiring December 31, 2015, to buy either all of Kisa's stock or Kisa's mining permits and related assets. Afranex owes a non-refundable $20,000 fee and would pay $380,000 on exercise; it has also lent Gold Crest $80,000. North Fork LLC is a party to the agreement; the filing does not explain how this fits with the 2011 earn-in.

material agreement

On March 28, 2011 Kisa signed a Master Earn-In agreement with North Fork LLC on its Southwest Kuskokwim claims (about 42,280 acres). North Fork can earn 51% by spending $3,000,000 by October 31, 2013, and 75% with a further $3,000,000 by October 31, 2016, and up to 90% in any claim block by completing a Bankable Feasibility Study. Gold Crest keeps a free-carried 10% until a decision to mine, then can contribute at 10% or dilute to a 2% royalty; North Fork manages the work. This is a new partner for the Alaska claims after the Newmont and Golden Lynx ventures ended.

material agreement

On December 23, 2009 TintinaGold Resources (formerly Mantra Mining), which received Cougar's whole Golden Lynx interest on May 1, 2009, resigned from the Golden Lynx LLC. The filing says Tintina also failed to meet its initial contribution requirements, so its interest ends and it has no further rights to distributions or payments except as provided in Section 6.3 of the operating agreement. This ends Cougar/Tintina's role in the venture that began in April 2008; the filing does not say who now holds the interest or what Kisa does next.

material agreement termination

On March 13, 2009 Gold Crest agreed to sell its Golden Meadows Project claims in the Stibnite district (46 mill site and 185 lode claims) to Frank Duval, a related party holding over 5% of the shares, or a company he forms. It also assigns the Bradley, Oberbillig and JJO agreements to him. The price is $50,000: $25,000 received March 17, 2009 and $25,000 due October 1, 2009. If the purchaser backs out by August 1, 2009, the company keeps the first $25,000. This disposes of the Idaho position built in early 2008.

asset acquisition disposition

On December 12, 2008 Newmont notified Kisa it was terminating all three May 2008 joint venture agreements (AKO, Luna and Chilly). Under the agreements Newmont pays the government fees due for the calendar year of the notice. This ends the Newmont earn-in deals, leaving the Cougar/Electrum Golden Lynx venture as the other Alaska partnership in the record.

material agreement termination

On September 9, 2008 Cougar Gold told Gold Crest it would not enter an agreement on the Idaho properties. The company must now issue Cougar 500,000 extra shares at no additional cost. This resolves the Idaho joint venture proposed in June: it did not go ahead. The same filing does not discuss the remaining $500,000 share purchase, which was tied to that deal.

capital raising announcement

Cougar Gold agreed to buy 8,000,000 shares at $0.10 ($800,000). The first $300,000 closed June 16, 2008; the other $500,000 depends on a proposed deal and is expected by August 13, 2008. That deal is a letter of intent for Cougar to earn 60% of the Idaho properties by spending $4,500,000 over four years, with the option to reach 85%. It is subject to due diligence and a definitive agreement, and this raises Cougar's stake in the company after its April share purchase.

capital raising announcement

Kisa signed three joint venture agreements with Newmont North America Exploration on its AKO, Luna and Chilly claim groups in Alaska. Newmont can earn 51% on each property by spending $3,000,000 and drilling 3,000 meters by the end of 2011, plus cash payments of $25,000 (2009) and $50,000 (2010). It can go to 70% with a further $6,000,000 and 3,000 meters by the end of 2015. Newmont would operate.

material agreement

Gold Crest's Alaska subsidiary Kisa agreed to form Golden Lynx, LLC with Cougar Gold (part of Electrum Ltd.), contributing 104 Alaska claims. Cougar starts with 55% by spending $750,000, $1,250,000 and $1,500,000 over three years, and can reach 80% (Kisa 20%) with a further $2,500,000. Cougar also paid $250,000 for 1,666,667 shares at $0.15. Separately, director Gerald Booth resigned on April 22, 2008.

material agreement

Gold Crest signed a lease and option with Bradley Mining Co. on nine patented mining claims (about 175 acres) in the Stibnite district, Valley County, Idaho. It paid $75,000 for an option through March 30, 2009 to buy them for $300,000 in total, with $225,000 more due if it exercises. This adds to the Idaho land position from the January options.

material agreement

Gold Crest Mines (the filing names it as the registrant, with Thomas H. Parker signing as President and CEO) took two options, running to August 15, 2008, on Valley County, Idaho property. One is a 5% royalty for $1,642,480 (paid $400,000 now, $400,000 at closing, the rest by note at 6% interest). The other is patented claims of about 255 acres for $435,620 (paid $125,000 now, $100,000 at closing, the rest by note at 6% interest). Both are options, not purchases, so the company must decide by August 15, 2008 whether to exercise.

material agreement