Debt | 12 Months Ended |
Oct. 31, 2014 |
Notes to Financial Statements | |
Note 3. Debt | The following is a summary of the debt outstanding at October 31, |
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| | 2014 | | | 2013 | |
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Silver Bullet Properties | | $ | 3,220,000 | | | $ | 3,220,000 | |
PIE Energy | | | 60,000 | | | | 60,000 | |
KP-RAHR Ventures III, LLC, net of discount of $0 and $1,329,581 | | | 2,600,000 | | | | 1,270,419 | |
Pacific LNG Operations LTD net of discount of $1,312,873 and $0 | | | 187,127 | | | | -- | |
| | | | | | | | |
Total | | | 6,067,127 | | | | 4,550,419 | |
Less current maturities | | | 60,000 | | | | 280,000 | |
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Long-term debt | | $ | 6,007,127 | | | $ | 4,270,419 | |
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Silver Bullet Properties |
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The Company entered into a series of loan agreements with Silver Bullet Property Holdings SDN BHD (the “Investor”) for promissory notes totaling of $1,500,000, $1,000,000, $500,000 and $220,000 on November 19, 2010, September 27, 2011, June 12, 2012 and August 28, 2013, respectively. The notes bear interest at the rate of 10% per annum until July 20, 2013, after which the notes bear interest at the rate of 12% per annum. The notes as amended are due December 31, 2015. Pursuant to a security agreement, dated September 27, 2011, the Company granted the Investor a first priority lien on the Company’s oil and gas mineral leases in the ApClark Field. The Investor subordinated it’s liens to KP Rahr in July 2013 (see joint venture agreement below).In April 2012, the Company granted a net proceeds interest totaling 9%. The net proceeds interest represents the amount remaining from the proceeds of the sale of the property after deducting the related costs. |
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In August 2014, the Company and the Investor entered into an Amendment and Exchange Agreement (the “August 2014 Amendment”). Pursuant to the August 2014 Amendment, all accrued and unpaid interest through June 30, 2014 on the outstanding notes issued to the Investor, totaling $1,052,407, was exchanged for 1,052,407 shares of the Company’s common stock. In addition, interest accrued on the notes is to be paid quarterly in arrears in shares of the Company’s common stock based upon the average common stock price for the last five trading days of the quarter. As a result of the issuance of the shares for the accrued interest due the Investor through June 30, 2014, the company recorded a loss on the extinguishment of debt of $841,926, which is the amount the value of the shares issued exceeded the amount of the accrued interest. As a result of these issuings, Silver Bullet controls in excess of 10% of the Company’s issued and outstanding stock and the outstanding balance on these notes is reflected on the balance sheet as notes payable from a related party. |
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In December 2014, 20,183 and 74,574 shares were issued for interest accruing for the month of July 2014 and for the quarter ended October 31, 2014. |
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Pacific LNG Operations LTD. |
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On June 6, 2014, the Company entered into a subscription agreement with Pacific LNG Operations Ltd., a company incorporated in the British Virgin Islands (“Pacific LNG”), whereby the Company issued to Pacific LNG, in exchange for $2,000,000, a (i) $1,500,000 principal face amount 5% Convertible Debenture (“Debenture”) convertible into shares of Series B Preferred (Note 5) at a conversion price of $1.00 per share, and (ii) $500,000 in exchange for 500,000 shares of Series B Preferred. |
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The Debenture accrues interest at the rate of 5% per annum, payable semi-annually in arrears, and matures on June 6, 2017. Pacific LNG has the right, at any time prior to June 6, 2015, to convert the outstanding principal and interest, if any, of the Debenture into shares of Series B Preferred at a price of $1.00 per share of Series B Preferred. |
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Each share of Series B Preferred has a stated value of $1.00 (“Stated Value”) and accrues a dividend of 3% of the Stated Value per annum, which is payable in additional shares of Series B Preferred annually on December 31 in arrears. Each share of Series B Preferred may be converted at any time on or prior to May 30, 2017 into such number of shares of the Company’s common stock equal to the Stated Value divided by $1.00 per share. The Company has the right, at any time after May 30, 2017, to redeem the Series B Preferred at a price of $1.00 per share. Management has evaluated the Series B Preferred and its related terms and determined there are no embedded derivatives. |
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In connection with the issuance of the Debenture, the Company has reported a beneficial conversion feature for the difference between the conversion price pursuant to the Debenture and the quoted price of the Company’s common stock on the date of the agreement. On the date of the agreement, a discount totaling $1,350,000 was recorded. The unamortized discount which at October 31, 2014 was $1,312,873, will be amortized over the remaining term of the Debenture using the effective interest method. In addition, a deemed dividend totaling $450,000 was recorded in connection with the beneficial conversion feature associated with the conversion features in the Series B Preferred. |
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PIE Energy |
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In November 2009, the Company received an interest-free advance from an unrelated third party totaling $60,000. In January 2011, the interest-free advances were converted into a note payable, which was due on January 11, 2012 and has a stated annual interest rate of 6%. In January 2012, the parties amended the agreement to extend the due date to January 11, 2013. All other terms and conditions remained unchanged. The note has not been extended further nor has the Company received a notice of default. |
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Joint Venture Agreement |
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On July 20, 2012, Blacksands Petroleum, Inc. (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”), between APClark, LLC, a subsidiary of the Company (“APClark”) and KP-RAHR Ventures III, LLC (“KP Ventures”). Pursuant to the Contribution Agreement (i) the Company contributed $1,000 and certain of the Company’s oil and gas assets to APClark in exchange for 1,000 shares of Class A Membership Units of ApClark (the “Class A Membership Units”) and (ii) KP Ventures contributed approximately $2,600,000 (the “KP Ventures Cash Consideration”) to APClark in consideration of 1,000 shares of Class B Non-Voting Convertible Preferred Membership Units of APClark (the “Class B Membership Units” and the transaction, the “Asset Transaction”). KP Ventures has the option to contribute additional funds to APClark, up to an aggregate of $7,600,000, for no further equity consideration. |
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In connection with the Contribution Agreement, the Company entered into a Company Agreement (the “Company Agreement”) governing the operations of APClark and defining various rights of the Company and KP Ventures. |
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Pursuant to the Company Agreement, KP Ventures shall receive a preferred return of 12% per annum (the “Preferred Return”) on the unrecovered KP Ventures Cash Consideration until such time as the KP Ventures Cash Consideration is repaid. In addition, KP Ventures receives a 1% overriding royalty from the production of the APClark oil and gas properties. Once the KP Ventures Cash Consideration is repaid, including all accrued Preferred Returns, the Class B Membership Units shall automatically convert into Class C Non-Voting Net Profit Membership Units (the “Class C Membership Units”), which represent a non-dilutable “Net Profits” interest (“NPI”) in APClark and the assets owned by APClark and a percentage of all outstanding membership units of APClark initially equal to the NPI. The amount of the NPI granted depends on when the KP Ventures Cash Consideration and Preferred Return is paid, as follows: |
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Date of Repayment in Full | | | NPI % | | | | |
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On or prior to six month anniversary | | | | 7.5 | % | | | |
After six months but on or prior to two year anniversary | | | | 15 | % | | | |
After two years but on or prior to three year anniversary | | | | 20 | % | | | |
After three years | | | | 50 | % | | | |
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The Company will be responsible for the operations of APClark and has the right to appoint the sole director of APClark, The consent of KP Ventures is required in certain situations, including, but not limited to: expanding the scope of the business; admitting additional members or transfer of membership units; approve annual budget; any merger or sale of all or substantially all of the assets of APClark; voluntary liquidation, dissolution or winding up of APClark; and to make any cash distributions. |
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In addition, the Company entered into a Pledge Agreement (the “Pledge Agreement”) pursuant to which it pledged the Class A Membership Units to KP Ventures to secure the Company’s obligations and performance thereunder and under the Contribution Agreement and Operating Agreement, which such Class A Membership Units shall be held pursuant to an escrow agreement. |
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Previously, the Company entered into a security agreement, dated as of September 27, 2011, pursuant to which, as security for the repayment of promissory notes in the principal face amount of $3,000,000 (the “Notes”), issued to Silver Bullet Property Holdings SDN BHD (“Silver Bullet”) a first priority security interest (the “Security Interest”) in certain of the assets of the Company that were contributed to APClark pursuant to the Contribution Agreement (the “Pledged Assets”). In connection with the Asset Transaction, the Company, APClark, Silver Bullet and KP Ventures entered into a subordination agreement (the “Subordination Agreement”), pursuant to which Silver Bullet subordinated its Security Interest to KP Ventures, so that KP Ventures would have a first priority interest in the Pledged Assets until KP Ventures is repaid the KP Ventures Cash Consideration and Preferred Return. In addition, the Company previously granted Silver Bullet a “net proceeds” interest of 9% on the Pledged Assets (the “Silver Bullet NPI”), which Silver Bullet NPI was capped at 25% of the outstanding principal and accrued interest owed under the Notes (the “Silver Bullet NPI Limitation”). |
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As a result of the required repayment of the equity to KP Ventures, the amount of the contribution has been reflected as a liability on the balance sheet. The Company has also recorded a discount on this liability relating to the relative fair value of the overriding royalties totaling $163,786 and net profits interest totaling $1,915,231. These discounts reduced the carrying value of the proved oil and gas costs. The discounts were fully amortized at October 31, 2014. The Company amortized $1,329,581 and $678,553 as additional interest expense in the fiscal years ended October 31, 2014 and 2013, respectively. |