Each one in plain English, with the numbers worked through for a shareholder.
3 Sept 2013material agreement▼ Bad
Because the company filed its annual report for the year ended April 30, 2013 late, holders of the convertible securities could not use Rule 144 to resell during the leak-out period. On September 3, 2013 it granted a limited waiver letting them sell up to 20% of their shares by September 19, 2013, then a further 10% in the remaining 30 days of the lock-up. This relaxes the lock-up from the April 2013 deal and could put more shares on the market sooner.
This amendment to the April 2013 acquisition report supplies the required financial statements for Petro River Oil, LLC. Its audited statements (Feb 2 to Dec 31, 2012) show oil and gas sales of $16,901, a net loss of $1,915,617, cash of $6,472,094, total assets of $19,465,348 and notes payable of $19,999,983. The company also says it is exploring ways to raise capital (joint ventures, private equity or debt, no assurance) and will consider releasing shares from lock-up to increase the public float.
10 May 2013capital raising announcement● NeutralMajor
Effective May 6-7, 2013 the company issued new shares: 200,000 to a former employee in a lawsuit settlement, and shares on conversion of series B preferred stock (19,165,061 shares) and convertible debentures and notes (26,241,392, 25,577,986 and 45,480,165 shares). Shares outstanding rose to 737,317,748, continuing the dilution that followed the April share exchange and clearing out the older convertible securities.
On April 23, 2013 Petro River Oil Corp. completed a share exchange to acquire Petro River Oil, LLC (and its subsidiary Petro River Operating), an emerging producer in the Southeast Kansas Mississippi Lime with ~115,000 gross (85,000 net) acres and five producing wells (50% working interest, 40% net revenue interest). It issued 606,574,193 new shares, about 98% of the 620,653,142 shares outstanding afterwards, so existing holders (14,078,949 shares beforehand) were heavily diluted. Jeffrey Freedman resigned as interim CEO/CFO, Scot Cohen became Executive Chairman, John Wallace and Ryan Estis joined the board, and the earlier Western Missouri operations are to be reviewed. Holders of convertible securities waived their protection rights under waiver agreements, with a 90-day lock-up followed by a 90-day leak-out on sales.