Each one in plain English, with the numbers worked through for a shareholder.
7 Apr 2016capital raising announcement▼ BadMajor
Signed the agreements that would become its long-running Series C preferred stock financing: a $500,000 debenture at 5% OID plus a warrant exercisable for $4.5 million, and a $5.26 million face Series C Redeemable Convertible Preferred Stock purchase agreement (5% OID, $3.25 conversion price) with an unnamed institutional investor -- up to $15 million in total potential proceeds. This unnamed investor would later be identified in this company's disclosures as Discover Growth Fund -- meaning that relationship, currently on record from October 2017, actually began here, six months earlier.
The Silver Star credit line failed: of the $2.4 million Silver Star was meant to advance in $200,000 monthly slices, only $1 million ever arrived, so the company turned to a $250,000 personal loan from director Alan Dreeben (booked as a $275,000 note after a 10% discount) and $450,000 of convertible notes from HFT. At the same meeting shareholders cut the quorum for their own votes from a majority to 33%, the board explaining that the stock was too thinly held to muster one.
CEO Anthony Schnur reaffirmed the pending Segundo Resources acquisition as a major growth step (with 50 drilling locations identified), confirmed the planned rename to Camber Energy on closing, and said the company had extended its Silver Star Oil Company credit line to shore up liquidity.
Drew a fifth $200,000 Silver Star tranche (total now $1 million of $2.4 million), disclosed that $300,000 of the earlier notes had been assigned to Rockwell Capital Partners, and admitted it lacked the cash to honor Silver Star's 30-day prepayment demand -- a real liquidity warning.
31 Dec 2015director officer appointment● NeutralMajor
Lucas agreed to buy producing Texas and Oklahoma properties from Segundo Resources and twenty other sellers - more than 1,200 barrels a day, several times its own output - for $31.35 million of assumed bank debt, $4.975 million cash, 13,009,664 shares and $13.8 million face value of a new redeemable convertible preferred stock. A company that had been selling assets for $700,000 at a time was taking on an acquisition many times its own size, and the preferred stock issued to pay for it is the ancestor of the dilution that later defined it. Retention bonuses of $250,000 were set aside to keep staff through the closing, $100,000 of it for chief executive Anthony Schnur.
Lucas Energy agreed to acquire Texas and Oklahoma producing oil and gas properties (about 1,200 barrels/day, mostly from the Hunton formation) from Segundo Resources and 20 other sellers, paying by assuming $31.35 million of bank debt and issuing new convertible preferred stock - the deal that would soon lead to the company's rename to Camber Energy.
Drew the first $200,000 under its new $2.4 million Silver Star Oil Company convertible-note credit line -- 6% interest (15% in default), convertible at $1.50/share -- opening a fresh drip-financing relationship after the Victory Energy deal fell through.
Sold 45,546 treasury shares to Allied Petroleum (run by a Silver Star Oil Company principal) for $104,756 at a 17% discount to market -- a minor transaction tied to the new Silver Star credit line.
With NYSE MKT delisting still looming after 18 months of compliance extensions, Lucas Energy lined up a new $2.4 million convertible-note credit line from Silver Star Oil Company and further eased lender Louise H. Rogers's loan terms (maturity pushed to October 2016) - stopgap financing while its listing status stayed unresolved.
Settled and unwound the failed Victory Energy/Earthstone collaboration -- Earthstone paid $54,020 and Lucas issued Victory shares in lieu of pledged collateral never delivered -- closing out the aborted 2015 reverse-merger attempt.
15 May 2015material agreement termination▼ BadMajor
The Victory Energy merger letter of intent was terminated, and under its terms Victory will stop extending Lucas Energy the interim funding it had been providing - a setback for both the merger and Lucas's short-term cash position. The filing itself mislabels this as an Item 1.01 entry into an agreement rather than a termination.
Lucas Energy noted that its prospective merger partner Victory Energy was presenting the deal to investors at an industry conference - the planned combination was still on track.
Lucas Energy filed the standard legal notice required ahead of registering the proposed Victory Energy merger with the SEC - a procedural filing with no new deal terms.
A months-old NYSE MKT notice giving Lucas Energy until March 31, 2015 to regain listing compliance was re-filed under SEC merger-communication rules once the Victory Energy deal was pending - no new information.
The detail behind the abandoned Victory Energy reverse merger: alongside the pre-merger collaboration agreement with Victory, Aurora Energy Partners and Navitus Energy Group, Lucas took a draw-down loan from Victory secured on pledged Lucas shares and capped at 19.9% of the company. Lucas was being funded by the party proposing to take it over, before the deal lapsed the following month.
A second, later NYSE MKT compliance-extension notice (targeting August 28, 2015) was likewise re-filed under merger-communication rules - no new information.
Lucas Energy disclosed the underlying February 2015 collaboration and funding agreements with Victory Energy Corporation that led to the proposed merger, intended to fund several Eagle Ford wells and working capital ahead of the deal.
Lucas Energy's lender agreed to extend its loan deadline (to September, with an option through October 2015) specifically to give the company time to complete the proposed Victory Energy merger.
