28 Jan 2020listing compliance notice▼ BadMajor
Petro River Oil Corp. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 Feb 2019material agreement● NeutralMajor
On February 25, 2019 the company paid $400,000 for 145.454 units in Horizon Energy Acquisition, LLC, a new company, giving it a 14.5455% stake (per the press release) and one seat on a three-person board, filled by Scot Cohen, who separately bought 36.363 units. This adds a further 5.63% interest in a North Sea exploration project (three licences, about 455,000 net acres) on top of the 5.63% it already holds indirectly through Horizon Energy Partners. It continues the North Sea plan flagged in the January financing; the 3D seismic survey is planned for Q2 2019, and the filing states no discovery or reserves. The deal is another related-party link to Cohen.
6 Feb 2019capital raising announcement● NeutralMajor
On January 31, 2019 the company sold 178,101 units of new Series A preferred stock plus five-year warrants (strike $0.50) for $3,562,014.95 to new investors and to debt holders (Scot Cohen, converting $300,000, and Fortis Oil & Gas, converting $321,836). It also swapped about $2.3 million and $2.8 million of the senior secured notes (including interest) held by Petro Exploration Funding and Funding II for 116,374 and 140,130 Series A shares, cancelling those notes in full, and cut the strike on their 2017 warrants to $0.50 and extended them to five years. Net cash is stated as about "$3.0" (units missing in the filing), to fund ten more Osage County wells and a North Sea venture with Horizon Energy Partners. Investors get a 75% share of profits from those ten wells. The Series A ranks ahead of common stock and converts at $0.40 per common share (Series A holders' conversion gives about 8.9 million common shares for the units sold), so existing common holders face dilution (inference). This resolves the $2.0m and $2.5m related-party note thread and the MegaWest-era Fortis relationship now includes Fortis as a debt holder converting.
3 Oct 2018capital raising announcement● NeutralMajor
Effective September 24, 2018 (signed October 2, 2018) the company bought a 66.67% membership interest in LBE Partners, which owns working interests in wells in the Hardin oil field in Liberty, Texas, by issuing 300,000 shares to ICO Liquidating Trust. Both ICO and LBE are managed by Scot Cohen, the Executive Chairman, so this is a related-party deal. It adds a Texas asset to a portfolio previously centred on Oklahoma and California, and the filing gives no figures on the wells' production or value.
22 Aug 2018auditor change● Neutral
On August 21, 2018 the company accepted the resignation of its auditor GBH CPAs, PC, which resigned because it combined its practice with Marcum LLP on July 1, 2018, and engaged Marcum as its new auditor. GBH's reports for the years ended April 30, 2018 and 2017 each contained a going-concern uncertainty paragraph, and the filing reports no disagreements. Marcum is the firm the company dismissed in October 2015, though this filing does not mention that history.
16 Feb 2018material agreement● NeutralMajor
On February 14, 2018 the company agreed to give Red Fork Resources' affiliate its entire 13.7% working interest in the Mountain View Project area in Kern County, California, in exchange for 64.7% of Red Fork's 85% working interest in an area in Kay County, Oklahoma, to close on or before March 1, 2018. Each side keeps a 2% overriding royalty on what it gave up, and the effective date is January 1, 2018. The press release says this gives the company a 55% working interest in Kay County, next to its Osage concession, and that four more West Blackland wells (2-3, 5-3, 6-3, 9-3) have been drilled and completed with results in line with expectations. This shifts focus toward Oklahoma. The filing does not say whether the company's other Kern County interests (Sunset Boulevard) are affected.
5 Feb 2018material agreement● NeutralMajor
On January 31, 2018, after receiving notice of the redetermination, the company swapped its shares in MegaWest for MegaWest's membership interests in Bandolier Energy, instead of having an appraiser set a shortfall payment or letting MegaWest enforce its remedies. The company now has no interest in MegaWest or its assets, and MegaWest none in the Bandolier assets. The company still owes MegaWest $259,312.50 plus interest, due one year after the agreement. This resolves the Megawest/Fortis redetermination thread and unwinds the 2015 Megawest structure; the filing does not state a shortfall amount.
5 Jan 2018material agreement● NeutralMajor
On December 29, 2017 the company's subsidiary MegaWest extended the maturity of notes owed by Fortis entities to January 31, 2018, waived interest until then and agreed not to charge late fees. The filing says the Bandolier Interest value is to be redetermined by about January 31, 2018. If it comes in below the $40.0 million value set in the 2015 Contribution Agreement, the company must pay MegaWest the shortfall in cash, and failing that MegaWest could foreclose on the company's equity in MegaWest, with the Bandolier Interest reverting to the company. This continues the open Megawest Redetermination thread.
8 Nov 2017capital raising announcement● NeutralMajor
On November 6, 2017 the $2.5 million note to Petro Exploration Funding II closed on the terms announced in September, with a 1.25 million-share warrant at $2.00 and a 2% Osage County royalty. The company paid Scot Cohen $250,000 for that royalty, which he had bought from third parties on August 14, 2017. Cohen controls 41.20% of Funding Corp. II. The same day the company issued 1,466,667 shares to Pearsonia West Investments in exchange for its 46.81% membership interest in Bandolier Energy, which holds the 106,500-acre Osage concession. This resolves the open question over the Pearsonia West option and increases the company's stake in Osage; it also dilutes existing shareholders by the new shares.
27 Sept 2017material agreement● NeutralMajor
On September 20, 2017 the company signed an agreement to borrow up to $2.5 million from Petro Exploration Funding II, LLC for working capital: 10% interest, maturing June 30, 2020, secured on all company assets but ranking behind the June 2017 Funding Corp. I note. The lender would also get a warrant for 1.25 million shares at $2.00 (three years) and a 2% overriding royalty on Osage County production. Scot Cohen, a director and large shareholder, owns 31.25% of Funding Corp. I and is expected to hold a material interest in Funding Corp. II, so this is another related-party loan. The attached press release says the Cattani-Rennie 47X-15 well in Kern County was announced as a discovery on July 18, 2017 with results expected in October 2017, and sets out Osage drilling plans (eight more West Blackland wells by end of 2017, four South Blackland wells in early 2018). The filing says the financing was expected to close on or before October 30, 2017.
27 June 2017drilling progress report● Neutral
The company announced it would spud the Cattani-Rennie 47X-15 exploration well in the Sunset Boulevard prospect, Kern County, California, costing about $2 million to a depth of 9,000 feet, with initial results expected in about 30 days. The company says it holds 19.25% of the field (13.75% direct plus 5.5% through its 20% stake in Horizon Energy); the 50 million barrel figure is prospective resources, not proven.
16 June 2017capital raising announcement▼ BadMajor
On June 13, 2017 the company issued a $2.0 million senior secured note to Petro Exploration Funding, LLC for working capital, at 10% interest, maturing June 30, 2020, and secured on all company assets. Funding Corp. also received a warrant for 840,336 shares at $2.38 (three years) and a 2% overriding royalty on Osage County production held through Spyglass. Scot Cohen controls 31.25% of the lender, so this is a related-party financing.
30 May 2017drilling result▲ GoodMajor
The Red Fork 1-3 found up to 30 feet of oil-bearing rock plus a separate chat zone possibly larger than the one found weeks earlier - a second field inside the 106,500-acre Osage County concession within a month. Flow and frac tests still had to come before any production rate could be claimed.
16 May 2017drilling progress report▲ GoodMajor
Petro River spudded the Red Fork Channel 1-3 to about 2,800 feet at Pearsonia West, chasing a second find a week after announcing the Chat discovery. Both targets came off the same 3-D seismic survey, which the company said had identified more than a dozen prospects.
13 July 2016material agreement● Neutral
On July 11, 2016 the Missouri subsidiary assigned its roughly 320 acres of Grassy Creek leases to Paluca Petroleum, which takes on all liabilities and grants a 4% overriding royalty on production. The filing describes it as part of a strategy to divest legacy assets, which continues the Missouri assets review in the context, though it does not mention the $6 million preferred payment.
14 June 2016listing compliance notice▼ Bad
Petro River Oil Corp. withdrew a registration statement, abandoning the offering it covered.
26 May 2016asset acquisition disposition● Neutral
This is an amendment to the May 2016 report confirming the Horizon I Investments acquisition closed on May 3, 2016. It adds no new figures; the audited financial statements and pro forma information are promised in a later amendment.
23 May 2016drilling progress report● NeutralMajor
Drilling began on the Woodburn Forest-1 well in the Larne Basin, Northern Ireland, with initial results expected in July 2016. The company holds 9% and Horizon Energy 16% of the licences; the 25 million barrel figure is a partner estimate of prospective resources, not a discovery.
9 May 2016material agreement▲ GoodMajor
The Horizon I Investments purchase, pending since Dec 2015, closed on May 3, 2016, earlier than the April 2016 date the earlier filings had expected to close. The company got about $5.0 million in cash and receivables and a 20% stake in Horizon Energy Partners, and issued 11,564,250 shares to Horizon Investments, after an amendment added about $850,000 of advances and extra shares; about $683,000 was released from escrow to the company. The company says it plans six Osage County wells, two Kern County wells and one Larne well in 2016, all funded.
10 Mar 2016material agreement● NeutralMajor
On March 4, 2016 the company bought a 13.75% working interest in oil and gas leases in southern Kern County, California, alongside Horizon Energy (27.5%), paying $83,333 net in cash at closing. It also owes further costs and payments on existing and new leases, and the sellers get an overriding royalty on certain leases; amounts are in the agreement, not this filing.
9 Feb 2016material agreement▲ GoodMajor
Petro River agreed conditionally to buy Horizon I Investments, which would bring in about $5 million of cash plus a 20% interest in Horizon Energy, earmarked for developing its Pearsonia West acreage in Osage County. The same update disclosed a 1-for-200 reverse split, an application to move up to the NYSE MKT, and Stephen Brunner joining as president.
20 Jan 2016debt financing● NeutralMajor
On Jan 19, 2016 the company's UK subsidiary agreed to acquire a 9% interest in two petroleum licences in the Larne Basin, Northern Ireland, alongside Horizon Energy's subsidiary (16%) and Brigantes (10% retained). Petro UK put about $735,000 into escrow toward the roughly $6.16 million first-well cost, funded by a $750,000 non-recourse note to Horizon I Investments (0.5% interest), the investor the company agreed in Dec 2015 to buy; Petro UK also bears its pro-rata share of later wells. The first well, Woodburn Forest #1, is described as scheduled for Q1 2016.
5 Nov 2015auditor change▼ Bad
On Oct 30, 2015 the board dismissed auditor Marcum LLP and hired GBH CPAs, PC. Marcum's reports for fiscal years 2014 and 2015 carried going-concern explanatory paragraphs, and the filing reports no disagreements with Marcum, apart from material weaknesses in internal control over financial reporting. The filing gives no reason for the change.
5 Nov 2015asset acquisition disposition● NeutralMajor
On Oct 30, 2015 the company moved its 50% Bandolier interest (the Pearsonia asset) into its subsidiary Megawest Energy Kansas, valued together with Megawest's existing net assets at $40.0 million. Fortis Property Group contributed real estate interests valued at about $28.3 million, so the company ends with 58.51% of Megawest and Fortis 41.49%. After six months the Megawest board will revalue the company's contribution, and the company must fund any shortfall or risk foreclosure on its Megawest equity. Its Bandolier stake is now held indirectly through a company it no longer owns outright.
5 Mar 2015capital raising announcement● NeutralMajor
The Havelide purchase closed on Feb 27, 2015 with 13,333,333 shares and the $0.25 warrant for 26,666,667 shares issued, resolving the pending condition from the earlier filing. A second Petro Spring deal also closed the same day, buying Coalthane Tech's methane-reduction technology for 20.0 million shares. Together this adds 33,333,333 new shares plus the warrant, so existing holders are diluted in exchange for early-stage technology assets.
23 Feb 2015asset acquisition disposition● NeutralMajor
Petro Spring, the company's technology subsidiary, agreed on Feb 18, 2015 to buy the gas-to-liquids patents and intellectual property of Havelide GTL for 13,333,333 shares plus a warrant for 26,666,667 shares at $0.25. Havelide's founder Stephen Boyd joins as Chief Technology Officer. Closing depends on conditions including due diligence. This starts a technology line of business separate from the Oklahoma oil and gas acreage and would add to the share count if completed.
24 Sept 2014asset acquisition disposition● NeutralMajor
The company withdrew its confidential treatment request and now discloses the Bandolier terms: it paid a $5,000,000 capital contribution for 50% of Bandolier, which paid $8,712,892.71 for Spyglass. PO1 must pay the Series A members' $10,000,000 of initial contributions within 180 days or its 51% Spyglass assignment is cancelled. The PWIG option to exchange into up to 55,000,000 shares at $0.08 is confirmed, and pro forma figures are now included (pro forma oil and gas assets of $17.2m versus $8.9m before the deal). This resolves the confidential treatment thread from the June 2014 deal.
15 Aug 2014asset acquisition disposition● Neutral
This amendment adds the missing financial statements for Spyglass Energy Group, the owner of the Pearsonia West concession acquired through the May 30, 2014 Bandolier deal. Unaudited direct revenues were $7.2m in 2013 (against $3.2m of direct operating costs), $6.4m in 2012, and $1.2m in the first quarter of 2014; proved reserves were about 1,695 thousand barrels of oil at end-2013. Pro forma statements were left out because the company still had a confidential treatment request covering the purchase price and its capital contribution.
5 June 2014asset acquisition disposition▲ GoodMajor
On May 30, 2014 the company bought a 50% interest in Bandolier Energy LLC (with the right to appoint a majority of its board), which acquired Spyglass Energy Group, owner of the Pearsonia West concession of about 106,000 acres in Osage County, Oklahoma; the purchase price is under a confidential treatment request. A 51% interest in Spyglass was assigned to the company's subsidiary PO1, which has 180 days to pay Bandolier the Series A members' initial capital contributions or the assignment is cancelled. Executive Chairman Scot Cohen is a manager of and investor in PWIG, whose members can exchange their Bandolier interests for up to 55,000,000 company shares at $0.08 until May 30, 2017 (board pre-approved); this begins the Osage County arc that later work in the concession continues.
16 Dec 2013capital raising announcement▲ GoodMajor
On December 12, 2013 the company agreed to sell 81,250,000 shares at $0.08 ($6.5 million) to Petrol Lakes Holding Limited, a non-U.S. buyer, plus a warrant for up to 40,625,000 more shares at $0.1356 (another $6.5 million if fully used) expiring December 12, 2015. After a $650,000 finder's fee, net proceeds are $5,850,000. Petrol Lakes may appoint one director. The press release says proceeds will fund development and that a potential joint venture in the 85,000 net Kansas acres is being discussed (no assurance); new shares dilute existing holders.
What it means for a shareholder
81.3m new shares at $0.080 to raise about $6.5m. That's 9.0% dilution: every existing holder's slice gets 9.0% smaller. If you held $1,000 of shares (12,500 at the issue price), your slice goes from 0.00153% to 0.00139% of the company. To keep it you'd need 1,241 more shares - about $99 at the issue price.
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