SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS On January 5, 2022 (the “Closing Date”), the Company closed the acquisitions contemplated by three separate Purchase and Sale Agreements (the “Purchase Agreements”), entered into by the Company on October 4, 2021, with each of (a) Lubbock Energy Partners LLC (“Lubbock”); (b) Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC (collectively, “Banner”), and (c) Synergy Offshore LLC (“Synergy”, and collectively with Lubbock and Banner, (the “Sellers”). Pursuant to the Purchase Agreements, the Company acquired certain oil and gas properties from the Sellers, representing a diversified portfolio of primarily operated, producing, oil-weighted assets located across the Rockies, West Texas, Eagle Ford, and Mid-Continent. The acquisition also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the acquired assets (collectively with the oil and gas properties acquired, the “Acquired Assets”). The purchase price for the Acquired Assets was (a) $ 125,000 in cash and 6,568,828 shares of our common stock, as to Lubbock; (b) $ 1,000,000 in cash, the assumption of $ 3.3 million of debt, and 6,790,524 shares of common stock, as well as the novation of certain hedges which had a mark to market loss of approximately $ 3.1 million as of the Closing Date, as to Banner; and (c) $ 125,000 in cash and 6,546,384 shares of common stock, as to Synergy. The aggregate purchase price under all the Purchase Agreements was $ 67.4 1.25 million in cash, the value of 19,905,736 shares of our common stock on the Closing Date of $ 64.7 1.4 3.3 million in debt, as well as a derivative liability from the novation of the hedges discussed above of $ 3.1 Each Purchase Agreement required the Company to place a $ 500,000 deposit into escrow ($ 1.5 million in aggregate) (the “Deposits”). The Deposits, included in other assets in the consolidated balance sheet at December 31, 2021, were released on the Closing Date to pay a portion of the purchase price and closing adjustments for the Acquired Assets. The Company is currently evaluating certain accounting and valuation considerations for the Acquired Assets. Board of Directors On January 4, 2022, and effective as of the Closing on January 5, 2022, the Board of Directors (the “Board”) (i) increased the size of the Company’s Board of Directors from five members to seven members (with Javier F. Pico resigning from the Board effective immediately prior to Closing), and appointed (a) Mr. John A. Weinzierl, the Chief Executive Officer of Lubbock, who was designated by Lubbock, as a director and Chairman of the Company; (b) Mr. Joshua Batchelor, the Managing Partner of Sage Road Capital, LP, the owner of Banner, who was designated by Banner, as a director of the Company; and (c) Mr. Duane H. King, the Chief Executive Officer of Synergy, who was designated by Synergy, as a director of the Company. Credit agreement Separate from the Closing, but also effective on January 5, 2022, the Company entered into a five-year credit agreement (“Credit Agreement”) with Firstbank Southwest (“Firstbank”) as administrative agent for one or more lenders (the “Lenders”), which provides for a revolving line of credit with an initial borrowing base of $ 15 million, and a maximum credit amount of $ 100 million. Under the Credit Agreement, revolving loans may be borrowed, repaid and re-borrowed until January 5, 2026, when all outstanding amounts must be repaid. Interest on the outstanding amounts under the Credit Agreement will accrue at an interest rate equal to (a) the greatest of (i) the prime rate in effect on such day, and (b) the Federal Funds rate in effect on such day (as determined in the Credit Agreement) plus 0.50%, and an applicable margin that ranges between 0.25% to 1.25% depending on utilization of the amount of the borrowing base (the “Applicable Margin”). During the first six months of the term, the applicable margin will be 0.75% regardless of utilization . Accrued interest on each revolving loan is payable in arrears on the last day of each March, June, September and December. A commitment fee of 0.50 % accrues on the average daily amount of the unused portion of the borrowing base (as of March 22, $ 11,500,000 ) is payable in arrears on the last business day of March, June, September and December of each year and on the maturity date. The Company is also required to make certain mandatory repayments under the Credit Agreement, in the event the borrowing base decreases below the aggregate amount of loans made by the Lenders and/or if as of the last business day of any calendar month, certain required debt ratios required under the Credit Agreement are not met, there are outstanding amounts owed to the Lenders, and the Company has consolidated cash on hand in excess of $ 5 The Credit Agreement contains customary indemnification requirements, representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries (the “Loan Parties”). In addition, the Credit Agreement contains financial covenants, tested quarterly, that limit the Company’s ratio of total debt to EBITDAX (as defined in the Credit Agreement) to 3:1 and require its ratio of consolidated current assets to consolidated current liabilities (as each is described in the Credit Agreement) to remain at 1:1 or higher. The Credit Agreement also requires the Company to hedge certain oil and gas volumes, based on utilization of the borrowing base, which hedging will be accomplished pursuant to the ISDA Master Agreement, discussed below. If any event of default occurs as defined in the Credit Agreement and is continuing under the Credit Agreement, the Lenders may terminate their commitments, and may require the Company and its subsidiaries to repay outstanding debt and/or to provide a cash deposit as additional security for outstanding letters of credit. A total of $ 3.5 3.5 3.3 Intercreditor Agreement In connection with the Credit Agreement, Firstbank, as administrative agent for the Lenders and as collateral agent on behalf of all creditors, and Nextera Energy Marketing, LLC (“NextEra”), together with one or more future swap counterparties (“Swap Counterparties”) entered into an intercreditor agreement (“Intercreditor Agreement”), dated February 5, 2022, which was acknowledged by the Company. Under the Intercreditor Agreement, the parties agreed that the Loan Parties’ obligations under the Credit Agreement and their obligations to the Swap Counterparties in connection with certain acceptable swap agreements (as defined in the Intercreditor Agreement), and discussed below under “ISDA Master Agreement”, would be pari passu ISDA Master Agreement Separate from the Closing, but also effective on January 5, 2022, the Company and NextEra entered into an International Swap Dealers Association, Inc. Master Agreement (“Master Agreement”), facilitating the Company to enter into derivative and/or hedging transactions (“Transactions”) to manage the risk associated with its business relating to commodity prices. The derivative and hedging transactions will be governed by the Master Agreement, including the related Schedule to the ISDA Master Agreement (“Schedule”). The Company’s obligations to NextEra under the Master Agreement are secured by the collateral which secures the loans under the Credit Agreement on a pari passu and pro rata basis with the principal of such loans. The structure of the Transactions may include swaps, caps, floors, collars, locks, forwards and options. Certain events of default will apply to the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure to pay or deliver, breach of the agreement, credit support default, cross-defaults and misrepresentation. The Company’s entry into and the obligations of the Company under the Master Agreement and Schedule were required conditions to the Closing of the Banner Purchase Agreement, pursuant to which the Company was required to assume and novate certain hedges of Banner which had a mark to market loss of approximately $ 3.1 SCHEDULES OF DERIVATIVE POSITIONS Collars Fixed Price Swaps Commodity/ Quantity Quantity Weighted Index/ Crude oil-(Bbks) Weighted Average Prices Crude oil-(Bbks) Average Maturity Period Natura lGas-(Mmbtu) Floors Ceilings Natural Gas (mmbtu) Price Crude Oil Nymex 2022 270,500 $ 59.54 $ 79.78 35,700 $ 49.99 2023 223,500 $ 59.33 $ 79.55 12,000 $ 59.20 Natural Gas Nymex 2022 40,000 $ 2.95 $ 3.33 180,000 $ 2.96 2023 60,000 $ 2.96 Transition Services Agreement On the Closing Date, the Company entered into a Transition Services Agreement (“TSA”) with Banner, for Banner to provide services in connection with the assets acquired from Banner (“Services”), including land and lease administration services; accounting services tax services; and other transition services and cooperation sufficient to enable the Company to set up its operations and assume the operation of the assets acquired from Banner. The transition services are to be provided to the Company on an independent contractor basis. The TSA will remain in place for six months (through June 30, 2022), extendable on a month-to-month basis thereafter at the Company’s request, subject to the terms of the agreement, and the Company will pay Banner $ 90,000 Exercise of Warrants On March 11, 2022, a holder of warrants exercised warrants to purchase 50,000 3.92 195 50,000 |