Virtus Oil & Gas Corp.

On October 7, 2015 Virtus sold an institutional investor a 7% convertible note with $600,000 principal for a $375,000 purchase price (after a $25,000 discount), maturing October 7, 2016. $200,000 of principal is cancelled if a resale registration is filed and declared effective on time. It converts at the lower of 65% of a recent low-price average or $0.30 (50% if registration lapses), so it can dilute existing shareholders. This adds to the earlier convertible notes from the Himmil financing.

capital raising announcement

This amendment updates the May 2015 convertible note financing with investor Himmil Investments, Ltd. Three notes have been sold (May, June, and a $300,000 note on August 11, 2015), and $100,000 on the initial note and $250,000 on the first additional note were automatically extinguished with no cash payment because the resale registration statement was filed and declared effective in time. Total convertible notes outstanding are now $800,000 principal. The figures in this amendment's text differ from the original May 8-K on how principal versus purchase price are stated, so the exact amounts should be checked against the notes.

material agreement

Virtus agreed to issue up to $1,150,000 of 7% senior convertible notes to an institutional investor, and on May 22, 2015 sold an initial note of $350,000 principal for $250,000. Further notes of $500,000 (for $250,000, on June 21, 2015) and $300,000 (for $300,000, after the resale registration statement becomes effective) are subject to conditions. The notes convert at the lower of 65% of a recent low-price average or $0.75, so existing shareholders can be diluted, and the company must register the resale shares by July 6, 2015. This is Virtus's first disclosed debt financing, and it adds funding that could be used toward the drilling obligations.

capital raising announcement

Virtus changed its drilling commitment under the TJBB leases: the 12,000-foot test well is replaced by a 7,000-foot initial test well (or deep enough to test the Jurassic-Navajo) to be completed by July 30, 2015, or it forfeits its interests in the leases. TJBB's 12.5% working interest is carried through drilling and completion of the initial test well, and TJBB received 50,000 restricted shares. Virtus also signed a drilling contract with Energy Drilling, LLC for a 7,000-foot vertical well in Iron County, with a $110,000 mobilization fee, $11,900 per day, a $110,000 demobilization fee, plus actual equipment, labor, services and permit costs. This sets a much earlier and cheaper drilling deadline than the earlier ~$2.5M well due September 1, 2015 (the filing's deadline for the 12,000-foot well is moved to March 1, 2016).

material agreement

Virtus completed its purchase of the Tidewater leases (about 36,787 acres, Parowan Prospect, Iron County, Utah) on August 19, 2014, after making the final payment on August 1, 2014. It holds an 87.5% working interest and 80% net revenue interest for the agreed $290,000, resolving the open question of whether the Tidewater instalments would be paid and the leases assigned. The TJBB leases are not yet transferred; they pass only after the final $75,000 payment due September 28, 2014. The filing reports 49,708,511 shares outstanding on August 19, 2014, with Ireland holding 28,000,000 (56.3%).

asset acquisition disposition

Daniel Ferris sold his 28,000,000 shares (about 57.4% of the 48,800,000 outstanding) to Rupert Ireland for $2,000,000: $180,000 in cash and a $1,820,000 unsecured 5% note due June 26, 2016. Ireland has been CEO since May 13, 2014 and will join the board when Ferris's resignation takes effect; Ferris is also forgiving what the company owes him. This is a change of control at the company, with no change to the shares held by other shareholders.

business combination

Virtus pushed its deadline to drill the first test well on the Tidewater leases from February 3, 2015 to September 1, 2015, to allow more time to drill and gather seismic data. It also agreed to buy an 87.5% working interest in about 18,690.50 more acres in Iron County, Utah from Tom Johnson and Bill Berryman for $168,215, bringing the total to 55,477.50 acres once all payments are made. One well satisfies the drilling obligation under both deals, but missing the September 1, 2015 deadline forfeits the leases under both agreements.

material agreement

Virtus agreed (Nov 14, 2013) to buy an 87.5% working interest in leases of about 36,787 acres in Iron County, Utah from bankrupt Tidewater Oil & Gas for $290,000 in instalments, approved by the bankruptcy court on December 11, 2013. It also committed to pay 100% of an estimated $2.5 million test well, or forfeit the leases. It sold 250,000 shares to Fieldstone Industries for $100,000 ($0.40 a share), and ended the Pioneer deal, forfeiting the $30,000 already paid; the company said Tidewater was the better investment. This replaces the Pioneer deal from October 2013.

capital raising announcement

On October 19, 2013 Virtus agreed to buy Pioneer Oil and Gas's interest in two federal leases (4,150 acres, Beaver County, Utah) for $460,000 in instalments, with a 100% working interest and 80% net revenue interest. It paid the first $30,000 on October 25, 2013; payments are non-refundable if it does not complete, and the deal cancels with a refund if a nearby well is deemed commercial. This is the company's first oil and gas asset deal.

material agreement

This filing is under the company's earlier name, Curry Gold Corp. (a planned currywurst catering-van business, per the filing). Founder Soenke Timm agreed to sell his 2,000,000 shares (60%) to Daniel M. Ferris, who becomes president, secretary and treasurer and later the sole director. The company will drop the catering-van plan and look at other business opportunities, and Timm forgave $40,062.76 of loans owed to him. This explains the July 2012 insider filing for Ferris.

business combination