Black Raven Energy, Inc.

On Dec 3, 2012 Black Raven filed an amended Form 15 to end its registration of common stock and its duty to file SEC reports under Rule 12g-4(a)(1), reporting about 230 holders of record. The company stops public reporting, so shareholders will no longer receive filings; the form does not say what happens to their shares or their value. Shares are not stated as cancelled or bought out, so this is a deregistration, not an end to ownership.

listing compliance notice

Black Raven Energy, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

On Dec 8, 2011 Black Raven bought the remaining 20% working interest in the Adena Field for $1.7 million, giving it 100% of the 18,760 gross acres; it had bought 80% in July 2011. The strategic partner's share is now stated as 30% of the company's 100% interest after payout of all costs, and the lenders' 3% overriding royalty applies. This completes the Adena position started in May 2011.

asset acquisition disposition

On July 27, 2011 Black Raven closed the $15.75 million purchase of an 80% working interest in the Adena Field and will operate it. It financed this with $18.0 million of Tranche A notes (13% interest, due July 27, 2016) and $2.5 million of Tranche B notes (13%, all paid in kind) from Carlyle funds, secured by substantially all company assets, with a 3% overriding royalty given to the noteholders. West Coast Opportunity Fund agreed to subordinate its debenture to the Carlyle notes and pledged all its Black Raven shares to Carlyle. The strategic partner's share is now stated as 24% of the 80% interest after payout, replacing the 30% described in May. This resolves the pending acquisition and adds large new senior debt ahead of the WCOF debenture.

asset acquisition disposition

On May 17, 2011 Black Raven agreed to buy an 80% working interest in 18,760 gross acres of the Adena Field in Morgan County, Colorado from Adena Badger Creek, LLC for $15.75 million, with closing planned for mid to late June. The company estimates 2.76 million barrels of oil equivalent of proved reserves net to that interest, says it plans to fund the purchase with debt, and may terminate if it does not obtain financing; a strategic partner has agreed to purchase 30% of the 80% interest. This is a new oil-focused acquisition, separate from the earlier gas farmout with Atlas.

material agreement

On July 23, 2010 Black Raven signed a 10-year farmout with Atlas Resources (a subsidiary of Atlas Energy) covering gas drilling in Phillips and Sedgwick counties, Colorado and Perkins, Chase and Dundy counties, Nebraska. Atlas will drill six initial wells and may drill up to 60 more under its first work plan; Atlas paid $1,000,000 up front, will pay $60,000 per well drilled, and Black Raven keeps a 6% overriding royalty on the assigned drilling units. Separately, West Coast Opportunity Fund agreed that unpaid interest on its debenture from July 1, 2010 through Dec 31, 2011 will be added to principal rather than paid, consented to the farmout and waived certain earlier defaults. This builds on the 2009 restructuring of the WCOF debt (maturity Dec 31, 2011), and the filing does not say which defaults were waived.

material agreement

The plan took effect Feb 2, 2009 and the company became Black Raven Energy. An April 2009 agreement releases West Coast Opportunity Fund from guaranteeing $7.5M of new equity; instead it bought 166,667 shares for $500,000 ($3.00 each) and must buy a further $3M of securities at $2.00 per share of common stock before Sept 10, 2010. Its loans now bear 2.5% interest until over $7.5M gross proceeds are raised, then 10%, mature Dec 31, 2011, and carry no prepayment penalty.

capital raising announcement

On Jan 16, 2009 the court confirmed the reorganization plan: all 8,721,994 existing shares are cancelled and holders receive nothing, while 15.0M new shares go to West Coast Opportunity Fund (13.5M, 90%) and unsecured creditors including convertible noteholders (1.5M combined). WCOF will also hold a $16.95M secured claim at 10% interest (first $3.75M due Dec 31, 2009, rest Dec 31, 2010), lend $1.5M exit financing and guarantee at least $7.5M of new equity raised within 90 days. The board becomes Gus Blass, William Hayworth and Atticus Lowe, and the company will be renamed Black Raven Energy.

bankruptcy or receivership

The company said the court approved its reorganization plan, with a confirmation hearing set for Jan 16, 2009. If confirmed, all existing common stock will be cancelled, West Coast Opportunity Fund will get 90% of new stock and certain unsecured creditors 10%, and WCOF intends to lend $1.5M in exit financing.

capital raising announcement

On May 19, 2008 the bankruptcy court approved a debtor-in-possession loan from PRB Acquisition LLC of up to $1.4M: $400,000 for operations and $1M only at the lender's sole discretion for property development. It carries 18% interest, a 3% commitment fee and a $100,000 due diligence fee, is secured by substantially all assets, expires June 30, 2008, and does not give the lender exclusive rights to negotiate a reorganization plan.

bankruptcy or receivership

Black Raven Energy, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On March 28, 2008 the Amex said it intends to file to delist the company's stock, citing the financial-condition rule and a view that public distribution or market value of the stock is too low. The company believes the shares are eligible for the OTC Bulletin Board but says trading there is not assured.

listing compliance notice

On March 6, 2008 the company and its subsidiaries filed for Chapter 11 bankruptcy in Colorado (Case 08-12658) and will keep operating as a debtor-in-possession. This follows the lenders' default claim and the company's stated consideration of bankruptcy.

bankruptcy or receivership

On Feb 29, 2008 the American Stock Exchange told the company its financial condition appears impaired enough to question whether it can continue operating or meet its obligations. The company must submit a compliance plan by March 14, 2008 aimed at compliance by May 28, 2008, which continues the earlier Amex listing issues.

listing compliance notice

On Feb 22, 2008 the holders of the $15M debentures (DKR and West Coast) said the company defaulted, citing failure to honour the June 2007 letter agreement on RMG settlement proceeds and failure to maintain title to some collateral, and claimed automatic redemption at 110% of principal plus interest and charges. The company disputes this, is talking with the lenders, and says it is exploring alternatives including bankruptcy protection given its liquidity position.

debt financing

Following the May 15, 2007 settlement of the arbitration with Rocky Mountain Gas (RMG), the company will transfer certain assets to RMG for other assets plus $500,000 (paid May 22), $500,000 (paid June 21) and $2.25 million plus interest due by Oct 31, 2007. The holders of the $15M debentures (DKR and West Coast) consented on June 15, 2007 in return for 50% of the $2.25M payment, which will partly redeem the debentures with a 10% fee on the amounts redeemed.

debt financing

The Niobrara acquisition closed December 28, 2006 for $11.7 million cash (13 wells, about 330,000 net acres, about 159 identified drilling locations). It was funded by $15 million of 13% senior secured debentures due August 31, 2008, secured by substantially all company assets, plus 1,250,000 new shares issued to DKR Soundshore Oasis Holding Fund and West Coast Opportunity Fund, about 14% of fully diluted stock, which dilutes existing holders.

asset acquisition disposition

PRB Energy's subsidiary agreed to buy 13 wells (9 producing about 500 Mcf/d) and about 330,000 net acres in northeast Colorado and southwest Nebraska in the Niobrara formation, from Lance Oil and Gas and Western Gas Resources. Price to be set at closing, targeted before December 31, 2006, subject to due diligence. It adds a conventional play beyond the coal bed methane focus.

material agreement

First quarter 2006 showed a net loss of $1.494 million on revenue of $827 thousand; the company reported cash of $22.6 million, mostly from the February note offering. It agreed to buy about 70 miles of gathering pipeline in the Recluse area (price not disclosed, closing subject to review). Management still expects 2006 revenue of $14-16 million and net income of $3.5-4 million, which is a forecast, and plans a name change to PRB Energy, Inc. for shareholder vote on June 14.

capital raising announcement

The company ended its 2005 farmout agreement with Enterra Energy Trust (Rocky Mountain Gas) on March 20, 2006, ending the arrangement signed in September 2005 to develop coal bed methane there. It has or will have drilled about 46 wells in the Powder River Basin and will keep operating RMG's Wyodak wells in the Wings, Airport and Echo fields for 60 days while RMG finds a new operator. The filing does not state why it was terminated.

material agreement termination

The company closed about $19 million of an approximately $22 million private placement of 10% senior subordinated convertible notes, with about $3 million more expected within days. The notes run 30 months and convert into a maximum of about 3.1 million shares at $7.00 each, which would dilute existing shareholders if converted. Management says this funds a $30 million 2006 capital plan ($21 million exploration and production, $9 million gas gathering).

capital raising announcement

The company said its 2004 financial statements and its first three 2005 quarterly reports should no longer be relied on. A $304 thousand customer billing for minimum contract amounts, collected on December 15, 2005, had not been counted as revenue and will now be recorded in the period earned. Restatement raises 2004 net loss from $813 thousand to $651 thousand, and shrinks the first two 2005 quarterly losses (e.g. $336 thousand to $231 thousand for Q1); Q3 2005 figures are unchanged.

financial restatement

The company (then named PRB Gas Transportation) signed a farmout agreement with Enterra Energy Corp's subsidiary Rocky Mountain Gas. By spending up to $21.8 million on coal bed methane properties in Wyoming and Montana, it can earn up to a 50% working interest in the properties and would operate them; the properties cover over 130,000 net acres.

material agreement

the American Stock Exchange certified Black Raven Energy, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice