EMPIRE PETROLEUM CORP

Mulacek lent Empire Petroleum another $3 million on a short, 3-month note (convertible at $2.99/share, its lowest conversion price yet) explicitly to repay other debt and fund working capital - a sign of tightening liquidity even as insider support continues.

capital raising announcement

Phil Mulacek personally lent Empire Petroleum a new $4 million note (5.5%/9% interest, convertible at $4.27/share - down sharply from the $6.25 conversion price on Energy Evolution's 2024 note, reflecting a lower share price) to fund drilling and working capital.

capital raising announcement

Energy Evolution drew the remaining balance of its February note to $5 million, then immediately converted the whole amount into 800,000 shares at $6.25 each.

capital raising announcement

Energy Evolution advanced Empire Petroleum a new $5 million note (7%/9% interest, convertible at $6.25/share) to fund its ongoing drilling program, $2.5 million drawn immediately with the rest available over the following months.

capital raising announcement

Empire refinanced its core credit facility entirely: a new $10-15 million revolver with Equity Bank (maturing December 2026) replaced the original 2018 CrossFirst facility, with an initial $4.4 million advance used to pay off and terminate all CrossFirst debt -- ending Empire's six-year lending relationship with CrossFirst.

debt financing

Mulacek and Energy Evolution each bought $10.05 million of Empire stock at $8.00/share - a combined $20.1 million - paid partly in cash and partly by cancelling the $5 million North Dakota bridge loan each had extended to fund the Starbuck field redevelopment, converting that insider debt into equity.

capital raising announcement

The North Dakota bridge loans were amended and restated: maturity pushed out over a year, to December 31, 2024, and interest switched from cash to stock payments -- meaningfully easing the near-term cash pressure from the redevelopment financing.

debt financing

Funded by the new bridge loans, Empire spudded a new well at its Starbuck field in North Dakota, kicking off its 2023 redevelopment drilling program.

drilling progress report

Insiders Phil Mulacek and Energy Evolution Master Fund each lent Empire North Dakota $5 million (a $10 million bridge loan total) to fund redevelopment of its North Dakota properties -- fast, expensive (7%, rising to 9% after maturity), insider-sourced capital, junior to the CrossFirst revolver and maturing in about six weeks.

debt financing

Empire set up a $50 million at-the-market equity sales facility with Raymond James -- a large, flexible (if dilutive) capital source to support the company's rapid growth through acquisitions.

material agreement

Empire Petroleum handed effective board control to Phil Mulacek (an Energy Evolution principal): new Series A Voting Preferred Stock issued to him elects 3 of the company's 6 directors outright, and gives his co-chairman the tie-breaking vote in any board deadlock - a real concentration of control in exchange for Energy Evolution's continued financial backing, alongside a 1-for-4 reverse stock split.

capital raising announcement

the exchange certified EMPIRE PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice

Energy Evolution Master Fund converted the entire $5.7 million Green Tree New Mexico senior secured convertible note (plus $55,075 accrued interest) -- debt that helped fund the Eunice Monument acquisition -- into 4.6 million Empire shares, eliminating that debt at the cost of dilution.

material agreement

Empire New Mexico borrowed $16.25 million from Energy Evolution Master Fund via a senior secured convertible note to fund the Eunice Monument acquisition from ExxonMobil subsidiary XTO Holdings (702 wells in Lea County, NM) - a larger financing than a prior pass's figure suggested, and the deal also gave Energy Evolution the right to name board members including a chairman with a tie-breaking vote, the start of what became a controlling relationship.

capital raising announcement

Empire New Mexico closed the XTO/ExxonMobil Eunice Monument acquisition for an adjusted $16,089,000 (up from a scheduled April closing after a short extension) -- Empire's largest deal yet, adding 702 wells across roughly 40,600 net acres.

asset acquisition disposition

Empire Petroleum raised $3.15 million (8.99 million shares plus warrants at $0.50) from 38 accredited investors, capital raised just weeks before it financed and closed its largest-ever acquisition, the Eunice Monument field.

capital raising announcement

The same day, CrossFirst Bank amended Empire's revolver a third time -- reaffirming the $20 million facility, redetermining the borrowing base to $8.52 million, waiving covenant breaches, and phasing in a stepped-down leverage covenant through 2022 -- laying financing groundwork alongside the pending New Mexico deal. The filing also references warrants issued to Petroleum Independent & Exploration LLC (PIE) under an August 2020 stock purchase.

debt financing

Empire's largest deal to date: new subsidiary Empire New Mexico agreed to buy an ExxonMobil (XTO Holdings) package in the Eunice Monument field, Lea County -- 702 wells across about 47,200 gross acres -- for $17.8 million, wiring a $1.78 million deposit.

material agreement

Empire brought in Petroleum Independent & Exploration (PIE) as both financier and operating partner for its Texas wells: PIE bought $525,000 of stock and warrants, and lent Empire Texas up to $2 million to fund well workovers, taking a majority working interest in the reworked wells until the loan is repaid, after which most of the interest reverts to Empire and a partner.

capital raising announcement

The $8.5 million Ovintiv acquisition collapsed: Empire tried to terminate citing COVID-19 government restrictions, the seller disputed the right to do so and ultimately terminated for breach, keeping Empire's $850,000 deposit as liquidated damages -- a real loss on top of the lost deal.

material agreement termination

Separately, new subsidiary Empire Texas signed and immediately closed a deal to buy Pardus Oil & Gas's Texas assets (139 wells, about 30,400 net acres in Houston, Madison and Leon Counties, plus 77 miles of gathering pipeline and a stake in the operating partnership) for assumed obligations and a contingent payment of up to $2 million -- Empire's entry into Texas.

asset acquisition disposition

Empire North Dakota agreed to buy a large Bakken-area package from Ovintiv (94 wells, about 35,900 gross acres in Richland County, Montana and McKenzie County, North Dakota) for $8.5 million, wiring an $850,000 deposit -- Empire's biggest acquisition attempt yet at that point.

material agreement

Empire North Dakota closed the EnergyQuest acquisition for an adjusted $5.42 million, funded by expanding the CrossFirst revolver nearly two-fold (commitment raised from $1.35 million to $9 million, maximum advance from $5 million to $20 million) and extending its maturity to March 2021.

asset acquisition disposition

Empire moved beyond Louisiana for the first time: new subsidiary Empire North Dakota agreed to buy a much larger package from EnergyQuest II -- 183 wells and about 20,700 net acres across Montana and North Dakota producing roughly 355 net barrels of oil per day -- for $5.6 million.

material agreement

Empire Louisiana completed the Exodus Energy acquisition for an adjusted $866,901, funded partly by a new senior secured revolving credit facility with CrossFirst Bank ($1.35 million initial commitment, up to $5 million maximum, guaranteed by the parent company) -- the lending relationship that would fund Empire's growth for years to come.

asset acquisition disposition

After the failed Wagon Wheel deal, Empire tried again at a smaller scale: new subsidiary Empire Louisiana LLC agreed to buy Exodus Energy's Louisiana properties (1,500 gross acres, 8 wells, about 135 BOE/day, 50%-86% working interests) for $950,000.

material agreement

The $14 million North Louisiana acquisition fell through -- the seller refused Empire's request for more time to complete title due diligence, so the purchase agreement was terminated.

material agreement termination

Empire agreed to buy real producing assets for the first time under its new ownership: 14,000 gross acres and 70 wells producing about 500 barrels of oil equivalent per day in North Louisiana, from Wagon Wheel ArklaTex and Green Wheel, for $14 million -- a major step up in scale from the company's prior stock-option-funded leasing.

material agreement

Under new President/CEO Michael Morrisett following the December 2014 change of control, Empire Petroleum raised $135,000 (1.08 million shares plus warrants) in its first private placement of the rebuild era.

capital raising announcement

An insolvent Empire handed its Gabbs Valley, Nevada leasehold -- by then its only real asset, carried at about $191,715 -- to CEO Albert Whitehead personally, cancelling the roughly $196,451 the company owed his family trust; the company had no funds to pay the property's upcoming lease rentals and was letting them lapse anyway. Simultaneously, Whitehead and director Montague Hackett sold all their Empire shares to Empire Petroleum Holdings, LLC (controlled by J.C. Whorton, Jr. and Michael Morrisett), handing over control of what was now essentially an empty shell.

asset acquisition disposition

The required Section 14(f) notice formalizing the December 30, 2014 change of control -- Whitehead and Hackett's board seats passing to Empire Petroleum Holdings' designees J.C. Whorton, Jr. and Michael Morrisett -- describing the same transaction disclosed elsewhere, no additional substance.

business combination

Empire and chairman/CEO Albert Whitehead gave Sierra Nevada Oil LLC a 90-day call option over 4,000,000 shares at $0.25, $1,000,000 in aggregate less the $50,000 Sierra had already paid for the option itself. If Sierra exercises, Whitehead is to use commercially reasonable efforts to have the whole existing board resign and three Sierra nominees appointed - so the option is a change-of-control mechanism, not just a financing. The filing does not say whether it was exercised.

capital raising announcement

Empire Petroleum converted $300,013 owed to CEO Albert Whitehead's trust - three separate notes made over nearly two years - into 6,000,250 shares at just $0.05 each, underscoring how thin the company's finances had become before its 2014 change of control.

capital raising announcement

With outside financing scarce, CEO Albert Whitehead personally lent Empire Petroleum $100,000 through his own family trust, convertible into stock at $0.10/share - a sign of how dependent the company had become on its own CEO for cash.

capital raising announcement

Empire sold its original Cheyenne River, Wyoming leasehold and related equipment (the asset that brought it public in 2001) to M & K Oil Company for about $170,000, fully exiting Wyoming to focus entirely on its Nevada Gabbs Valley project, where it now holds a 57% interest in a second planned test well across 85,145 leased acres.

material agreement

Empire spudded its Cobble Cuesta test well in Nye County, Nevada (Gabbs Valley area), targeting 6,500 feet on a structure supported by gravity, seismic and surface mapping data, with encouraging oil shows already seen at a nearby test well. The company holds working interests (10%-40%, earning up to 30% more by paying 45% of this well's cost) across 75,521 lease acres, and just completed a $1.45 million private placement to fund it -- Empire's pivot from its original Wyoming asset toward Nevada exploration.

drilling progress report

Empire disclosed that its FY2003-2005 financial statements could no longer be relied on due to errors in accounting for the exit from an abandoned Canadian office lease (later subleased) -- multiple 10-KSBs and 10-QSBs would need restating.

financial restatement

Americomm Resources Corporation (d/b/a PASW, Inc.) acquired private Empire Petroleum Corporation, gaining Empire's 25% interest in the Cheyenne River Wyoming Prospect (bringing Americomm's stake to 75%) by issuing Empire's shareholders 30.6% of its own stock. A new management team took over (John McGrain as Chairman/CEO, Thomas Jacobsen as President/COO). This shell would later be renamed Empire Petroleum Corporation.

asset acquisition disposition