The company amended the Aurora divestiture so that Navitus receives 166,549,134 shares (4,382,872 after the planned 1-for-38 reverse split) at closing, with demand registration rights and a lock-up agreement. In exchange for its 50% Aurora stake, Victory is released from its obligations to Navitus, including returning investors' deferred capital and interest. For existing shareholders this means a large share issuance (dilution). The filing also reports new bylaws, a new code of ethics, and newly created audit and compensation committees (Zamber, Herrera and Eilertsen, the last subject to election).
The company filed a preliminary proxy for a Nov 14, 2017 special meeting. Shareholders are asked to vote on: raising authorized common shares from 47,500,000 to 300,000,000 (and preferred from 2,500,000 to 10,000,000) with a 1-for-38 reverse split; handing its Aurora Energy Partners interests to Navitus under an Aug 21, 2017 divestiture agreement; a 2017 Equity Incentive Plan; electing seven directors; and adjournment. The board recommends FOR on all. This is the formal vote on the Aurora/Navitus relationship that has run since 2011.
VICTORY CLEAN ENERGY, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Visionary Private Equity Group I, LP, Visionary PE GP I, LLC, Ronald Zamber, Michael Cosby disclosed a new substantial VICTORY CLEAN ENERGY, INC. shareholding (36.50% of votes).
7 Feb 2017capital raising announcement● NeutralMajor
Victory raised $320,000 on February 3, 2017 from Visionary Private Equity Group I, LP through a 12% unsecured note due at the earlier of six months or completion of a material business combination. The investor also received a five-year warrant for 5,203,252 shares at $0.0923 per share, which would dilute existing holders if exercised, and registration rights. The filing says the proceeds were used to settle the TELA Garwood lawsuit, so this funds the December 2016 settlement and avoids the $500,000 judgment.
Effective December 9, 2016 Victory and Aurora settled TELA Garwood's lawsuit over the 2014 Fairway purchase agreement. Aurora must pay $320,000 to TELA by February 1, 2017, after which claims and counterclaims are dismissed; if not paid, TELA can enforce an agreed judgment of $500,000 plus interest against Aurora and Victory jointly. This follows the termination of the Fairway second closing in September 2014.
On December 5, 2016 Aurora signed a new forbearance agreement with Texas Capital Bank, under which the bank will not enforce its rights until February 20, 2017 (the credit agreement's maturity date). It covers a long list of continuing defaults: unpaid interest and monthly payments dating back to June 2015, a deficiency now stated as $360,000, missing financial statements and failed covenant tests through September 30, 2016. The condition is that Aurora pays at least $20,000 each week. This continues the bank problem from 2015, which remains unresolved.
On March 22, 2016 Victory settled the Oz Gas Corporation lawsuit in Crockett County, Texas. Oz keeps $14,000 already seized by a judgment receiver, and Victory will pay $140,000 more in $7,500 monthly installments from April 15, 2016. If Victory misses payments, Oz can restart litigation and collection against it.
Effective November 21, 2015 Aurora, Victory and Trilogy Operating settled Trilogy's lawsuit in Howard County, Texas. Aurora assigns its interests in four wells (Wagga Wagga #2, Homar #1, Ballarat '185' #1 and BOA North #5) effective May 1, 2014, and both sides release claims tied to those wells. Victory says it will book a $637,000 non-cash gain in Q4 2015 and has not previously reported production or reserves for these wells.
Effective August 26, 2015, Texas Capital Bank agreed to hold off enforcing its rights against Aurora until August 31, 2015 over several existing defaults, including the unpaid $300,000 deficiency flagged in April, missed interest and monthly payments, late financial statements and missed EBITDAX and current-ratio covenants. The hold-off depends on Aurora paying at least $260,000 by August 31 and delivering title information on the Penn Virginia properties within 15 days of August 21. This shows the April borrowing-base problem was not repaid by May 13 as Aurora had intended, and it ends in days unless more is agreed.
