Organization | Petro River Oil Corp. (the “ Company Horizon Energy The Company’s core holdings are in the Mid-Continent Region in Oklahoma, including in Osage County and Kay County, Oklahoma. Following the acquisition of Horizon I Investments, LLC (“ Horizon Investments The Company’s prospects in Oklahoma are owned directly by the Company and indirectly through Spyglass Energy Group, LLC (“ Spyglass Bandolier Effective September 24, 2018, the Company acquired a 66.67% membership interest in LBE Partners, LLC, a Delaware limited liability company (“ LBE Partners The execution of the Company’s business plan is dependent on obtaining necessary working capital. While no assurances can be given, in the event management is able to obtain additional working capital, the Company plans to continue drilling additional wells on its existing concessions, and to acquire additional high-quality oil and gas properties, primarily proved producing, and proved undeveloped reserves. The Company also intends to explore low-risk development drilling and work-over opportunities. Management is also exploring farm-in and joint venture opportunities for the Company’s oil and gas assets. Recent Developments Horizon Subscription Agreement On February 25, 2019, the Company executed a Subscription Agreement, pursuant to which the Company purchased 145.454 membership units in Horizon Energy Acquisition, LLC (“ Horizon Acquisition Acquisition of Interest In connection with the Acquisition of Interest, the Company also executed the Limited Liability Company Agreement for Horizon, which provides the Company with the right to appoint one Manager to Horizon Acquisition’s three-member Board of Managers. The Company appointed Mr. Cohen, the Company’s Executive Chairman, to the Board of Managers. Mr. Cohen purchased 36.363 membership units in Horizon Acquisition in a separate transaction, representing an approximate 3.6% membership interest. Creation of a New Series A Convertible Preferred Stock On January 31, 2019, the Company filed the Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock with the Secretary of State for the State of Delaware – Division of Corporations, which it thereafter amended on March 13, 2019 (collectively, the “ Series A COD Series A Preferred Stated Value Holders of Series A Preferred have the right to vote, subject to a 9.999% voting limitation (which does not apply to Scot Cohen), on an as-converted basis with the holders of the Company’s common stock on any matter presented to the Company’s stockholders for their action or consideration; provided, however, that so long as shares of Series A Preferred remain outstanding, the Company may not, without first obtaining the affirmative consent of a majority of the shares of Series A Preferred outstanding, voting as a separate class, take the following actions: (i) alter or change adversely the power, preferences and rights provided to the holders of the Series A Preferred under the Series A COD, (ii) authorize or create a class of stock that is senior to the Series A Preferred, (iii) amend its Certificate of Incorporation so as to adversely affect any rights of the holders of the Series A Preferred, (iv) increase the number of authorized shares of Series A Preferred, or (v) enter into any agreements with respect to the foregoing. Each share of Series A Preferred has a liquidation preference equal to the Stated Value plus all accrued and unpaid dividends. Each share of Series A Preferred is convertible into that number of shares of the Company’s common stock (“ Conversion Shares Conversion Price Ownership Limitation Maximum Percentage Series A Financing On January 31, 2019 (the “ Closing Date New Investors SPA Debt Holders Debt Conversion Agreements Offering Fortis The Offering resulted in net cash proceeds to the Company of approximately $2.8 million, which net proceeds do not include the amount of debt converted into units by the Debt Holders. The Company currently intends to use the net proceeds to fund the drilling of ten additional development and exploration wells in its Osage County concession (the “ New Drilling Program In connection with the Offering, on January 31, 2019 Bandolier Energy, LLC (“ Bandolier Assignment Agreements Senior Secured Debt Exchange On January 31, 2019, the Company entered into agreements (the “ Secured Debt Conversion Agreements Secured Debt Holders Senior Secured Debt Senior Secured Debt Exchange As additional consideration for the conversion of the Senior Secured Debt, the Company agreed to (i) reduce the exercise price of warrants issued to the Secured Debt Holders on June 15, 2017 and November 6, 2017 from $2.38 and $2.00, respectively, to $0.50 per share of common stock issuable upon the exercise of such warrants, and (ii) to extend the expiration date of such warrants to five years from the Closing Date. The Company computed the fair value of the warrants directly preceding the modification and compared the fair value to that of the modified warrants with new terms. The fair value of the modified warrants was lower than the fair value of the warrants preceding the modification; therefore, no accounting treatment resulted from the modification. Acquisition of Membership Interest in LBE Partners, LLC On October 2, 2018, the Company, ICO Liquidating Trust, LLC (“ ICO LBE Purchase Agreement The Company recorded the purchase of LBE Partners using the acquisition method of accounting as specified in ASC 805 Business Combinations. The following table summarizes fair values of the net assets acquired and liabilities assumed and the allocation of the aggregate value of the purchase consideration, and non-controlling interest: Purchase consideration: Common stock issued $ 333,000 Total Purchase Consideration $ 333,000 Purchase price allocation: Cash $ 138,686 Prepaid drilling costs 55,116 Oil and gas assets – net 2,425,482 Liabilities assumed – accounts payable (19,198 ) Liabilities assumed – asset retirement obligation (355,800 ) Non-controlling interest (748,021 ) Contributed capital (1,163,265 ) Net assets acquired $ 333,000 The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company as though the acquisition had occurred as of May 1, 2017 and May 1, 2018 (the beginning of each fiscal year). The pro-forma amounts presented are not necessarily indicative of either the actual operation results had the acquisition transaction occurred as of May 1, 2017 and May 1, 2018. For the Year Ended April 30, 2019 Petro River LBE Partners Pro-Forma Combined Revenue $ 1,645,170 $ 300,342 $ 1,975,630 Net income (loss) (5,105,107 ) 50,643 (5,054,464 ) Loss per share of common share - basic and diluted (0.48 ) $ (0.48 ) Weighted average number of common shares outstanding - basic and diluted 17,772,293 17,772,293 For the Year Ended April 30, 2018 Petro River LBE Partners Pro-Forma Combined Revenue $ 723,409 $ 351,936 $ 1,075,345 Net income (loss) (20,337,681 ) 8,709 (20,328,972 ) Loss per share of common share - basic and diluted (1.24 ) $ (1.21 ) Weighted average number of common shares outstanding - basic and diluted 16,546,093 16,846,093 At April 30, 2019 the non–controlling interest in LBE was as follows: Non–controlling interest at April 30, 2018 $ - Acquisition of non–controlling interest in LBE Partners acquisition 748,021 Contributions from non–controlling interest 300,000 Non–controlling share of net loss (396,859 ) Non–controlling interest at April 30, 2019 $ 651,162 MegaWest Exchange Transaction On January 31, 2018, the Company entered into an Assignment and Assumption of Membership Interest with MegaWest Energy Kansas Corp. (“ MegaWest Assignment Agreement Bandolier “Bandolier Interest” Exchange Transaction MegaWest Assets Fortis The Redetermination was conducted pursuant to the Contribution Agreement, pursuant to which the Board of MegaWest was entitled to engage a qualified appraiser to determine the value of the MegaWest Assets and Bandolier Interests, and upon the completion thereof (a “ Redetermination Shortfall Capital Contribution In lieu of engaging a qualified appraiser to quantify the Shortfall Capital Contribution, and in lieu of requiring MegaWest to exercise its remedies under the terms of the Contribution Agreement, the Company and MegaWest entered into the Exchange Transaction. As a result, the Company has no further rights or interest in MegaWest, and MegaWest has no further rights or interest in any assets associated with the Bandolier Interests. Pursuant to the Contribution Agreement and Assignment Agreement, the Company continues to be responsible for a reimbursement payment to MegaWest in the amount of $259,313, together with interest accrued thereon at an annual rate 10%, which will be due and payable one year after the date of the Assignment Agreement and has been included as a payable since January 31, 2018. As a result of the Redetermination, the Company recorded a loss on redetermination of $11,914,204 reflecting the write-off of the related assets, liabilities and non-controlling interests of Fortis’ interest in MegaWest as shown below: Assets Cash and cash equivalents $ 119,722 Accounts receivable - real estate - related party 1,146,885 Accrued interest on notes receivable - related party 1,390,731 Interest in Bandolier 259,313 Notes receivable - related party, current portion 26,344,883 Total Assets $ 29,261,534 Liabilities Accounts payable and accrued expenses $ 74,212 Deferred tax liability 3,775,927 Total Liabilities 3,850,139 Non-controlling interest 13,497,191 Loss on redetermination $ (11,914,204) At the time the parties entered into the Contribution Agreement, management anticipated that the market price for crude oil would return to prices reached prior to 2015, and that additional wells would be drilled, resulting in greater revenue from the Bandolier Interests. Subsequent to the execution of the Contribution Agreement, only two wells had been drilled as of January 2018. That fact, together with the relatively low price of crude oil and the anticipated delays in drilling additional wells to demonstrate the value of the Bandolier Interests contributed to Fortis’ election to terminate the Contribution Agreement at the end of its term, as amended. Had the market price of oil supported the value of developing the Bandolier oil and gas properties at that time, under the terms of the Contribution Agreement, Fortis would have been required to fund the planned drilling program. |