10 Aug 2017listing compliance notice▼ BadMajor
T-REX OIL, INC. 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.
8 Nov 2016capital raising announcement▼ BadMajor
On November 3, 2016 T-Rex borrowed $300,000 through a 12% convertible note due January 31, 2017, convertible at $0.80 per share. The lender also received 75,000 restricted shares and 50,000 of T-Rex's warrants on NexFuels shares ($1.25, expiring Jan 31, 2017). The filing also discloses two lawsuits. A former officer and director sued over a $50,000 secured note (5% interest) that was due September 30, 2016 and is collateralized by Wyoming oil and gas properties; $1,779 of interest had accrued. BMO Holding sued on October 31, 2016 in New York, alleging a breach of contract over negotiations about buying Wyoming oil and gas properties, and seeks unspecified damages. T-Rex says there was never a contract, has accrued nothing, and will defend the case. The note and extra shares add possible dilution (inference).
27 Sept 2016asset acquisition disposition● NeutralMajor
T-Rex spun off its carbon dioxide recovery project into a new subsidiary, NexFuels, Inc., formed July 11, 2016. Shareholders of record on August 19, 2016 get one NexFuels share for every two T-Rex shares, based on 17,009,628 T-Rex shares outstanding. The project, which was being explored with Rocky Mountain Power under an April 2016 MOU, had no capitalized assets, so the company does not expect an impact on its balance sheet. The board said the spin-off was meant to let the project raise money without diluting T-Rex shareholders. Shareholders will hold NexFuels shares in addition to T-Rex shares.
15 July 2015asset acquisition disposition▼ BadMajor
This amendment to the March 2015 Western Interior Oil & Gas (WIOG) filing adds WIOG's audited 2014 and 2013 financial statements and pro forma statements, the financial statements promised earlier. It also restates the deal: the remaining 17% of WIOG was acquired by assuming repurchase agreements and promissory notes to dissenting shareholders of $1,770,047, secured by WIOG assets, instead of the 1,530,000 escrowed shares. That figure differs from the $1,001,333.75 reported in the April 2015 filing, and the text does not explain the difference. WIOG's auditor flagged substantial doubt about its ability to continue as a going concern because of significant operating losses. WIOG reported total assets of $10.4M and an accumulated deficit of $6.6M at Dec 31, 2014. The two nominees, Biberacher and Huber-Flotho, were still not formally appointed to the board at filing.
23 June 2015business combination● Neutral
This is Amendment No. 3 to the December 2014 filing on the Terex takeover, again filed to revise Item 2.01. The visible text repeats the earlier deal description with no new figures, and the shown portion does not say what changed.
13 May 2015business combination● Neutral
This is Amendment No. 2 to the December 2014 filing on the Terex takeover, filed to revise Item 2.01. The visible text repeats the earlier description of the deal (7,385,700 shares, Terex as accounting acquirer, up to $10 million planned 2015 spending); the shown portion does not say what changed.
29 Apr 2015capital raising announcement▲ GoodMajor
On April 26, 2015 T-Rex received a subscription from NRC Holding, LTD. to buy 2,800,000 restricted shares for $6,020,000, with the money due in $250,000 tranches by June 30, 2015. The company says the funds are for operations and acquisitions. This is part of the stated plan to raise money in 2015, but the cash is not yet received and the new shares dilute existing holders (inference).
15 Apr 2015asset acquisition disposition● NeutralMajor
On April 9, 2015 T-Rex took on agreements to buy out dissenting WIOG shareholders, owing $1,001,333.75 within 6 months, secured by a pledge of WIOG's assets. Completing this buyout of the remaining 17% would give T-Rex 100% of WIOG. This adds a cash obligation and continues the WIOG deal from the March 28 filing; it replaces, for this 17%, the escrowed-share route described earlier.
1 Apr 2015asset acquisition disposition● NeutralMajor
On March 28, 2015 T-Rex signed a share exchange agreement for Western Interior Oil & Gas Corp. (Wyoming). It issued 7,470,000 restricted shares for 83% of WIOG at closing, and 1,530,000 more shares are held in escrow for the other 17% (9,000,000 in total). WIOG is described as having about 16,000 gross acres in Wyoming basins producing over 50 net barrels of oil a day, and two WIOG-linked directors (Werner Biberacher and Eckhardt Huber-Flotho) are to join the board on April 6, 2015. This adds Wyoming assets to the Terex business and issues many new shares, which dilutes existing holders (inference).
13 Mar 2015business combination● Neutral
This amends the December 2014 filing on the Terex takeover, said to revise the pro forma financial statements. The text shown again says T-Rex issued 7,385,700 restricted shares one-for-one for all of Terex, with 900,000 options ($0.10) and 800,000 warrants ($1.00) swapped in, and that Terex is treated as the accounting acquirer. Note the share count (7,385,700) and the option/warrant counts (900,000 and 800,000) differ from the 7,378,200, 800,000 and 350,000 in the earlier summary; the amended figures are the ones in this filing.
24 Dec 2014business combination● NeutralMajor
On December 22, 2014 T-Rex Oil (formerly Rancher Energy) acquired Terex Energy Corp. by issuing 7,378,200 restricted shares one-for-one, plus 800,000 options and 350,000 warrants exchanged for Terex's. Terex had bought a 52% stake in August 2014 for $1.3 million, and the company changed its name and did a 1-for-350 reverse split in October 2014. Terex is treated as the accounting acquirer, so its history replaces the company's financials, and the company now plans up to $10 million of 2015 spending in the Rocky Mountain region, to be raised through private placements (this is stated as a plan). This replaces the old shell business with an operating oil and gas company.
9 May 2014material agreement▲ GoodMajor
On May 5, 2014 Rancher and PetroShare settled their dispute: PetroShare paid $100,000 on May 6 and owes $1,042,237 by June 16, 2014, with mutual releases on the final payment. Once paid, the Participation Agreement and Rancher's rights in the Kowach and Voloshin wells end. Until then Rancher keeps its interest and says it is not a shell company, and it intends to look for other acquisitions. The final payment was not yet assured.
18 Mar 2014business combination▼ BadMajor
On March 12, 2014 PetroShare terminated the non-binding merger letter of intent with Rancher, after having told Rancher on March 10 that it owed $283,791 for well completion costs and risked suspension of its rights by April 9. PetroShare says Rancher's interest in the two wells falls to 25%; Rancher disagrees and is considering its options. This ends the proposed merger.
9 Oct 2013asset acquisition disposition● NeutralMajor
On October 3, 2013 Rancher signed a participation agreement with PetroShare Corp. to drill up to two Niobrara wells in Moffat County, Colorado, and paid about $507,748 plus $39,590 for a 30% working interest (25.309% net revenue interest) in the first well, Kowach 3-25. The interest drops to 25% if a business combination with PetroShare, under a non-binding letter of intent, is not completed. The filing says Rancher was a shell company before this and is now not, but could become one again if the wells fail. This is the first new oil and gas asset since the 2011 sale; 119,862,791 shares are outstanding.
4 Mar 2013auditor change● Neutral
Effective February 27, 2013 Rancher's board dismissed auditor Borgers & Cutler CPA's PLLC (appointed in February 2012) and engaged BF Borgers CPA PC, approved by the audit committee. The firm's report for the year ended March 31, 2012 had a going-concern paragraph, and the filing states there were no disagreements.
20 Sept 2012bankruptcy or receivership● Neutral
This amendment to the September 2012 plan-approval report corrects only the expected share count: about 119,863,049 shares outstanding after the plan and the warrant-holder share issuance, instead of the 173,949,288 first stated. All other plan terms are unchanged.
18 Sept 2012bankruptcy or receivership▲ GoodMajor
On September 10, 2012 the court approved Rancher's Second Amended Plan of Reorganization, effective October 10, 2012. Creditors are paid from company cash in priority order; common stockholders' rights are otherwise unimpaired and they receive funds only if what remains after creditors is under $2.0 million. Warrants over 54,632,565 shares are cancelled for about 546,326 new shares, $140,000 of officer/director notes may convert at $0.02 per share, and the board expects to continue in oil and gas after paying creditors. The filing states a post-plan share count of about 173.9 million, which was corrected two days later. This resolves the long-open plan confirmation, and the common shares are retained.
28 June 2012bankruptcy or receivership● NeutralMajor
On June 19, 2012 Rancher asked the bankruptcy court to approve a settlement of its lawsuit against GasRock (the lender whose 10% net profits interest and 1% overriding royalty it had challenged), also involving Linc Energy. If approved, Rancher would get $525,000 plus its litigation costs from Linc, give up its claim to the escrow funds from the Linc asset sale, convey the disputed net profits interest to Linc, dismiss the suit, and be released from GasRock's legal-fee claim. This is the move toward resolving the GasRock dispute; it still needs court approval.
9 Feb 2012auditor change● Neutral
On February 3, 2012 Rancher's board dismissed auditor Hein and Associates LLP and appointed Borgers & Cutler CPA's PLLC; the company has no audit committee. Hein's reports for fiscal 2010 and 2011 included a going-concern paragraph, and the filing states there were no disagreements with Hein.
21 Mar 2011asset acquisition disposition● NeutralMajor
On March 16, 2011 Rancher closed the sale of substantially all its assets to Linc Energy Petroleum (Wyoming) for $20 million cash plus up to $825,000 of possible future consideration. Funds were primarily used to repay the debtor-in-possession loan. This completes the sale approved in February; the plan of reorganization remains to be confirmed.
3 Mar 2011bankruptcy or receivership● NeutralMajor
On February 24, 2011 the court approved the sale of substantially all of Rancher's assets to Linc Energy Petroleum (Wyoming) under an agreement dated December 20, 2010, for $20 million cash plus up to $825,000 of possible future consideration. Proceeds are to repay the roughly $14,826,000 Linc debtor-in-possession loan, leaving mainly cash, certain contracts and operator bond deposits; the plan still has to be confirmed and creditors paid, and no common stock is issued in the sale. The filing does not say what shareholders will receive.
3 Feb 2011bankruptcy or receivership● NeutralMajor
On January 26, 2011 the bankruptcy court approved debtor-in-possession financing of up to $14,700,000 from Linc Energy, which closed on January 28. It is mainly to pay off the GasRock debt of $13,653,698 in full, is secured by first-priority liens on all of Rancher's assets, bears interest at the base rate, and matures 120 days after court approval. This resolves the GasRock loan thread by replacing it with new secured debt.
15 Dec 2010bankruptcy or receivership● Neutral
On December 13, 2010 Rancher filed a First Amended Plan of Reorganization and disclosure statement with the bankruptcy court. The filing does not describe the changes from the October plan, and the plan is unconfirmed and still subject to creditor votes and court approval.
21 Oct 2010bankruptcy or receivership▼ BadMajor
On October 15, 2010 Rancher filed a proposed reorganization plan under which BWAB Oil & Gas Investments would invest $12 million for 12 million shares of new preferred stock, which would convert into 70% or 80% of the fully diluted common stock depending on recoveries in the GasRock litigation. Existing common stock would undergo a 15-for-1 reverse split, warrants would be cancelled for 1 share per 25 warrant shares (pre-split), and $11.8 million would repay GasRock. The plan is unconfirmed and subject to change, so current shareholders' outcome would be heavy dilution if it goes ahead.
29 Oct 2009bankruptcy or receivership▼ BadMajor
On October 28, 2009, about two weeks after the GasRock default, Rancher filed for Chapter 11 reorganization in Colorado and said it will keep operating as a debtor-in-possession. The company says the aim is to restructure its debt and finances and to gain time to obtain financing; the filing says nothing yet about what happens to shareholders.
19 Oct 2009debt financing▼ BadMajor
Rancher did not repay the $10,222,000 principal (plus interest) due to GasRock on October 15, 2009, so an event of default has occurred. GasRock may demand immediate payment of any or all obligations, and the interest rate on principal rises to the 18% default rate. This is the failure of the loan that had been extended repeatedly since April 2009.
5 June 2009debt financing▼ BadMajor
On June 3, 2009 the short extensions ended in an eighth amendment pushing the GasRock loan's maturity to October 15, 2009. In return GasRock received a 10% net profits interest in Rancher's properties, which Rancher can buy back (two-thirds for $2,000,000 through Aug 7, 2009, or one-third for $1,333,333 from Aug 8 to Oct 15), and the interest rate rose to the greater of 16% or LIBOR plus 6%, with 4% added to principal instead of paid in cash. GasRock waived certain default tests (loan-to-value and the 48-month projected revenue test) from March 31, 2009 to maturity. This resolves the run of short extensions but at a higher cost to shareholders.
28 May 2009debt financing▼ Bad
On May 27, 2009 Rancher and GasRock signed a seventh amendment moving the loan's maturity from May 27 to June 3, 2009. No other terms are given; the loan is still outstanding.
22 May 2009debt financing▼ Bad
On May 21, 2009 Rancher and GasRock signed a sixth amendment moving the loan's maturity from May 21 to May 27, 2009. No other terms are given; the loan is still unpaid.
20 May 2009debt financing▼ Bad
On May 19, 2009 Rancher and GasRock signed a fifth amendment moving the loan's maturity from May 19 to May 21, 2009. No other terms are given; this is another two-day extension of the unpaid loan.