Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Jan. 02, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Petrolia Energy Corp | |
Entity Central Index Key | 0001368637 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 164,548,726 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 10,684 | $ 13,779 |
Accounts receivable | 195,184 | |
Other current assets | 132,543 | 255,180 |
Total current assets | 338,411 | 268,959 |
Oil and gas, on the basis of full cost accounting | ||
Evaluated properties | 12,847,294 | 12,794,285 |
Furniture, equipment & software | 201,110 | 201,110 |
Less accumulated depreciation and depletion | (799,863) | (586,488) |
Net property and equipment | 12,248,541 | 12,408,907 |
Total Assets | 12,586,952 | 12,677,866 |
Current liabilities | ||
Accounts payable | 381,136 | 264,654 |
Accounts payable - related parties | 42,766 | 42,494 |
Accrued liabilities | 607,776 | 608,357 |
Accrued liabilities - related parties | 730,436 | 649,633 |
Notes payable | 423,963 | 335,877 |
Notes payable - related parties | 550,242 | 610,748 |
Total current liabilities | 2,736,319 | 2,511,763 |
Asset retirement obligations | 1,546,386 | 1,509,622 |
Notes payable | 724,295 | 725,999 |
Derivative liability | 17,938 | 37,013 |
Total Liabilities | 5,024,938 | 4,784,397 |
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized; 199,100 shares issued and outstanding | 199 | 199 |
Common stock, $0.001 par value; 400,000,000 shares authorized; 162,673,726 shares issued and outstanding | 162,674 | 162,674 |
Additional paid in capital | 57,391,179 | 57,253,595 |
Accumulated other comprehensive income | (2,982) | 8,273 |
Accumulated deficit | (49,989,056) | (49,531,272) |
Total Stockholders' Equity | 7,562,014 | 7,893,469 |
Total Liabilities and Stockholders' Equity | $ 12,586,952 | $ 12,677,866 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 199,100 | 199,100 |
Preferred stock, shares outstanding | 199,100 | 199,100 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 162,673,726 | 162,673,726 |
Common stock, shares outstanding | 162,673,726 | 162,673,726 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 819,340 | $ 29,980 |
Operating expenses | ||
Lease operating expense | 694,945 | 73,562 |
Production tax | 1,168 | 1,799 |
General and administrative expenses | 329,707 | 1,897,123 |
Depreciation, depletion and amortization | 205,215 | 19,157 |
Asset retirement obligation | 9,479 | 5,639 |
Total operating expenses | 1,240,514 | 1,997,280 |
Loss from operations | (421,174) | (1,967,300) |
Other income (expenses) | ||
Interest expense | (38,926) | (29,764) |
Foreign exchange gain | 17,425 | 53,338 |
Change in fair value of derivative liabilities | 19,075 | |
Other income | 10,000 | |
Loss on acquisition of Bow Energy Ltd. | (32,999,330) | |
Loss on related party debt settlement | (203,349) | |
Total other income (expenses) | 7,574 | (33,179,105) |
Net loss | (413,600) | (35,146,405) |
Series A preferred dividends | (44,184) | (44,006) |
Net loss attributable to common stockholders | $ (457,784) | $ (35,190,411) |
Loss per share | ||
(Basic and diluted) | $ 0 | $ (0.29) |
Weighted average number of shares of common stock outstanding - Basic | 162,673,726 | 120,214,408 |
Weighted average number of shares of common stock outstanding - Diluted | 162,673,726 | 120,214,408 |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustments | $ (11,255) | $ (46,647) |
Comprehensive loss | (469,039) | (35,237,058) |
Oil and Gas Sales [Member] | ||
Total revenue | $ 819,340 | $ 29,980 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares to be Issued [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 197 | $ 111,698 | $ 22,730,974 | $ (11,323,383) | $ 11,519,486 | ||
Balance, shares at Dec. 31, 2017 | 197,100 | 111,698,222 | |||||
Preferred shares issued | $ 2 | 19,998 | 20,000 | ||||
Preferred shares issued, shares | 2,000 | ||||||
Common shares issued | $ 1,167 | 148,833 | 22,500 | 172,500 | |||
Common shares issued, shares | 1,166,667 | ||||||
Exercise of warrants | $ 2,100 | 199,165 | 201,265 | ||||
Exercise of warrants, shares | 2,100,000 | ||||||
Shares issued to settle liabilities | $ 716 | 254,254 | 254,970 | ||||
Shares issued to settle liabilities, shares | 716,209 | ||||||
Stock-based compensation | $ 600 | 1,573,584 | 1,574,184 | ||||
Stock-based compensation, shares | 600,000 | ||||||
Acquisition of Bow Energy Ltd. | $ 106,157 | 34,500,931 | 34,607,088 | ||||
Acquisition of Bow Energy Ltd., shares | 106,156,712 | ||||||
Warrants issued related to acquisition of Bow Energy Ltd. | 103,633 | 103,633 | |||||
Series A preferred dividends | (44,006) | (44,006) | |||||
Other comprehensive loss | (46,647) | (46,647) | |||||
Net loss | (35,146,405) | (35,146,405) | |||||
Balance at Mar. 31, 2018 | $ 199 | $ 222,438 | 59,531,372 | 22,500 | (46,647) | (46,513,794) | 13,216,068 |
Balance, shares at Mar. 31, 2018 | 199,100 | 222,437,810 | |||||
Balance at Dec. 31, 2018 | $ 199 | $ 162,674 | 57,253,595 | 8,273 | (49,531,272) | 7,893,469 | |
Balance, shares at Dec. 31, 2018 | 199,100 | 162,673,726 | |||||
Stock-based compensation | 121,680 | 121,680 | |||||
Warrants issued as financing fees | 15,904 | 15,904 | |||||
Series A preferred dividends | (44,184) | (44,184) | |||||
Other comprehensive loss | (11,255) | (11,255) | |||||
Net loss | (413,600) | (413,600) | |||||
Balance at Mar. 31, 2019 | $ 199 | $ 162,674 | $ 57,391,179 | $ (2,982) | $ (49,989,056) | $ 7,562,014 | |
Balance, shares at Mar. 31, 2019 | 199,100 | 162,673,726 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | |||
Net loss | $ (413,600) | $ (35,146,405) | |
Adjustment to reconcile net loss to net cash provided by/(used in) operating activities: | |||
Depletion, depreciation and amortization | 205,215 | 19,157 | |
Asset retirement obligation accretion | 9,479 | 5,639 | $ 27,971 |
Change in fair value of derivative liabilities | (19,075) | (7,001) | |
Warrants issued as financing fees | 15,904 | ||
Stock-based compensation | 121,680 | 1,574,185 | |
Loss on acquisition of Bow Energy Ltd. | 32,999,330 | ||
Loss on related party debt settlement | 203,349 | ||
Warrant expense related to business combination | 103,632 | ||
Foreign currency remeasurement gain | (25,269) | (53,338) | |
Changes in operating assets and liabilities | |||
Accounts receivable | (225,046) | (31,268) | |
Other current assets | 2,637 | (634) | |
Accounts payable | 101,482 | 17,278 | |
Accounts payable - related parties | 272 | ||
Accrued liabilities | (44,765) | ||
Accrued liabilities - related parties | 80,803 | ||
Net cash flows from operating activities | (190,283) | (309,075) | |
Cash Flows from Investing Activities | |||
Payments on sale of NOACK property | 120,000 | ||
Net cash acquired in acquisition of Bow Energy Ltd. | 3,784 | ||
Cash flows from investing activities | 120,000 | 3,784 | |
Cash Flows from Financing Activities | |||
Proceeds from notes payable | 88,125 | ||
Repayments on notes payable | (1,743) | ||
Proceeds from related party notes payable | 137,136 | ||
Repayments on related party notes payable | (156,330) | (49,295) | |
Advances for the purchase of common stock | 22,500 | ||
Proceed from issuance of common stock | 238,675 | ||
Proceed from issuance of preferred stock | 20,000 | ||
Cash flows from financing activities | 67,188 | 231,880 | |
Effect of exchange rate changes on cash | 34 | ||
Net change in cash | (3,095) | (73,377) | |
Cash at beginning of period | 13,779 | 82,593 | 82,593 |
Cash at end of period | 10,684 | 9,216 | $ 13,779 |
SUPPLEMENTAL DISCLOSURES | |||
Interest paid | 309 | 376 | |
Income taxes paid | |||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | |||
Common shares issued for acquisition of Bow Energy Ltd. | 34,607,088 | ||
Settlement of accrued salaries for related parties with common shares | 61,621 | ||
Settlement of account payable - related parties for common shares, related party | 102,590 | ||
Series A preferred dividends accrued | $ 44,184 | $ 44,006 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. ORGANIZATION AND BASIS OF PRESENTATION: Petrolia Energy Corporation (the “Company”) is in the business of oil and gas exploration, development and production. Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended December 31, 2018, as reported in Form 10-K, have been omitted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Leases Leases are classified as operating leases or financing leases based on the lease term and fair value associated with the lease. The assessment is done at lease commencement and reassessed only when a modification occurs that is not considered a separate contract. Lessee arrangements Where the Company is the lessee, leases classified as operating leases are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments. Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset, adjusted for changes in index-based variable lease payments in the period of change. Lease payments on short-term operating leases with lease terms twelve months or less are expensed as incurred. Recent Accounting Pronouncements Adopted in the current year Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, “Leases”, using the modified retrospective method, whereby a cumulative effect adjustment was made as of the date of initial application. The Company elected the practical expedient to use the effective date of adoption as the date of initial application. Accordingly, financial information and disclosures in the comparative period were not restated. The Company also elected to apply the package of practical expedients such that for any expired or existing leases, it did not reassess lease classification, initial direct costs or whether the relevant contracts are or contain leases. The Company did not use hindsight to reassess lease term or for the determination of impairment of right-of-use assets. Adoption of ASU 2016-02 did not have any impact on the Company as all its leases are short-term operating leases with lease terms twelve months or less. To be Adopted in Future Years In June 2016, Financial Account Standards Board (“FASB”) issued ASU 2016-13, “Measurement of Credit Loss on financial Instruments”. ASU 2016-13 replaces the current incurred loss impairment methodology with the expected credit loss impairment model, which requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses over the life of the instrument instead of only when losses are incurred. This standard applies to financial assets measured at amortized cost basis and investments in leases recognized by the lessor. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this standard to determine the impact it will have on its consolidated financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. GOING CONCERN The Company has suffered recurring losses from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to generate profits by reworking its existing oil or gas wells. The Company will need to raise funds through either the sale of its securities or through debt funding to accomplish its goals. If additional financing is not available when needed, the Company may not be able to rework existing oil wells. Management believes that actions presently being taken to secure additional funding for the reworking of its existing infrastructure will provide the opportunity for the Company to continue as a going concern. Since the Company has an oil producing asset, its goal is to increase the production rate by optimizing its current infrastructure. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty. |
Evaluated Properties
Evaluated Properties | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Evaluated Properties | 4. EVALUATED PROPERTIES The Company’s current properties can be summarized as follows. Cost Canadian properties United States properties Total As at January 1, 2018 $ — $ 14,312,580 $ 14,312,580 Additions 1,246,216 — 1,246,216 Dispositions — (3,962,042) (3,962,042) Asset retirement cost additions 1,313,982 — 1,313,982 Foreign currency translation (116,451) — (116,451) As at December 31, 2018 $ 2,443,747 $ 10,350,538 $ 12,794,285 Foreign currency translation 53,009 - 53,009 As at March 31, 2019 $ 2,496,756 $ 10,350,538 $ 12,847,294 Accumulated depletion As at January 1, 2018 — 1,068,795 1,068,795 Dispositions — (3,340,779) (3,340,779) Impairment of oil and gas properties — 2,322,255 2,322,255 Depletion 435,722 11,280 447,002 Foreign currency translation (22,065) — (22,065) As at December 31, 2018 $ 413,657 $ 61,551 $ 475,208 Impairment of oil and gas properties Depletion 197,168 — 197,168 Foreign currency translation 8,160 — 8,160 As at March 31, 2019 $ 618,985 $ 61,551 $ 680,536 Net book value as at December 31, 2018 $ 2,030,090 $ 10,288,987 $ 12,319,077 Net book value as at March 31, 2019 $ 1,877,771 $ 10,288,987 $ 12,166,758 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. NOTES PAYABLE The following table summarizes the Company’s notes payable: Balance at: Interest rate Date of maturity March 31, 2019 December 31, 2018 Backhoe loan (i) 2.9 % May 8, 2017 $ 32,600 $ 32,601 Truck loan (ii) 5.49 % January 20, 2022 21,495 23,237 Credit note I (iii) 12 % May 11, 2021 800,000 800,000 Credit note II (iv) 12 % October 17, 2019 196,038 196,038 M. Hortwitz 10 % October 14, 2016 10,000 10,000 Credit note III 4 % January 15, 2020 88,125 — 1,148,258 1,061,876 Current portion: (423,963 ) (335,877 ) Long-term notes payable $ 724,295 $ 725,999 (i) On May 8, 2014, the Company, with the primary guarantee provided by the Company’s former CEO, David Baker, purchased a backhoe to use at the Texas field. David Baker entered into an installment note in the amount of $57,613 for a term of three years and interest at 2.9% per annum. On June 1, 2018, the equipment was returned to the seller with no further action taken by the Company, Mr. Baker, or the lender. (ii) On January 6, 2017, the Company purchased a truck and entered into an installment note in the amount of $35,677 for a term of five years and interest at 5.49% per annum. Payments of principal and interest in the amount of $683 are due monthly. (iii) On May 9, 2018, Bow Energy Ltd. (“Bow”), a former wholly-owned subsidiary of the Company, entered into an Amended and Restated Loan Agreement with a third party. The Loan Agreement increased by $800,000 the amount of a previous loan agreement entered into between Bow and the Lender, to $1,530,000. The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021, provided that the amount owed can be prepaid prior to maturity, beginning 60 days after the date of the Loan Agreement, provided that the Company gives the Lender 10 days’ notice of its intent to repay and pays the Lender the interest which would have been due through the maturity date at the time of repayment. The Loan Agreement contains standard and customary events of default, including cross defaults under other indebtedness obligations of the Company and Bow, and the occurrence of any event which would have a material adverse effect on the Company or Bow. The Company is required to make principal payments of $10,000 per month from January through September 2019 with the remaining balance of $710,000 due at maturity on May 11, 2021. The additional $800,000 borrowed in connection with the entry into the Loan Agreement was used by the Company to acquire a 25% working interest in approximately 41,526 acres located in the Luseland, Hearts Hill, and Cuthbert fields, located in Southwest Saskatchewan and Eastern Alberta, Canada (collectively, the “Canadian Properties” and the “Working Interest”). In order to induce the Lender to enter into the Loan Agreement, the Company agreed to issue the Lender 500,000 shares of restricted common stock (the “Loan Shares”), which were issued on May 18, 2018, and warrants to purchase 2,320,000 shares of common stock (the “Loan Warrants”), of which warrants to purchase (a) 320,000 shares of common stock have an exercise price of $0.10 per share in Canadian dollars and expire in May 15, 2021, (b) 500,000 shares of common stock have an exercise price of $0.12 per share in U.S. dollars, and expire on May 15, 2021; and (c) 1,500,000 shares of common stock have an exercise price of $0.10 per share in U.S. dollars and expire on May 15, 2020. The fair value of the 500,000 common shares issued were assessed at the market price of the stock on the date of issuance and valued at $47,500. The fair value of the Canadian dollar denominated warrants issued were assessed at $30,012 using the Black Scholes Option Pricing Model. The fair value of the U.S. dollar denominated warrants issued were assessed at $182,650 using the Black Scholes Option Pricing Model. The Company determined the debt modification to be an extinguishment of debt and recorded a total loss on extinguishment of debt of $260,162. Upon the disposition of Bow, a total of $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky Resources Ltd. (“Blue Sky”). (iv) On September 17, 2018, the Company entered into a loan agreement with a third party for $200,000 to acquire an additional 3% working interest in the Canadian Properties. The loan bears interest at 12% per annum and has a maturity date of October 17, 2019. Payments of principal and interest in the amount of $6,000 are due monthly. The loan is secured against the Company’s 3% working interest in the Canadian Properties and has no financial covenants. The following is a schedule of future minimum repayments of notes payable as at March 31, 2019: 2019 $ 422,259 2020 7,502 2021 717,925 2022 572 2023 — Thereafter — $ 1,148,258 |
Related Party Notes Payable
Related Party Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Notes Payable | 6. RELATED PARTY NOTES PAYABLE The following table summarizes the Company’s related party notes payable: Balance at: Interest rate Date of maturity March 31, 2019 December 31, 2018 Leo Womack (i) — On demand $ 3,000 $ 3,000 Lee Lytton (i) — On demand 3,500 3,500 Quinten Beasley 10 % October 14, 2016 10,000 10,000 Joel Oppenheim (i) — On demand 205,333 215,333 Bow (i) — On demand 33,144 33,144 Blue Sky Resources Ltd. (i) — On demand 82,421 131,699 Jovian Petroleum Corporation (ii) 3.5 % February 9, 2019 137,846 35,210 Ivar Siem (iii) 12 % October 17, 2018 20,000 20,000 Joel Oppenheim (iii) 12 % October 17, 2018 10,000 10,000 Blue Sky Resources Ltd. (iv) 9 % May 31, 2019 44,998 148,862 $ 550,242 $ 610,748 (i) Balances are non-interest bearing and due on demand. (ii) On February 9, 2018, the Company entered into a Revolving Line of Credit Agreement (“LOC”) for $200,000 (subsequently increased to $500,000 on April 12, 2018) with Jovian Petroleum Corporation (“Jovian”). The CEO of Jovian is Quinten Beasley, our former director (resigned October 31, 2018), and 25% of Jovian is owned by Zel C. Khan, our CEO and director. The initial agreement was for a period of 6 months and it can be extended for up to 5 additional terms of 6 months each. All amounts advanced pursuant to the LOC will bear interest from the date of advance until paid in full at 3.5% simple interest per annum. Interest will be calculated on a basis of a 360-day year and charged for the actual number of days elapsed. On December 31, 2018 the due date of this LOC was extended until December 31, 2019. (iii) On August 17, 2018, the Company sold an aggregate of $90,000 in convertible promissory notes (the “Director Convertible Notes”), to the Company’s directors, Ivar Siem ($20,000) through an entity that he is affiliated with; Leo Womack ($60,000); and Joel Oppenheim ($10,000). The Director Convertible Notes accrue interest at the rate of 12% per annum until paid in full and were due and payable on October 17, 2018. The amount owed may be prepaid at any time without penalty. The outstanding principal and interest owed under the Director Convertible Notes are convertible into common stock of the Company, from time to time, at the option of the holders of the notes, at a conversion price of $0.10 per share. As additional consideration for entering into the notes, the Company agreed to grant warrants to purchase one share of the Company’s common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the “Bridge Note Warrants”). The warrants had a contractual life of one year. As such, the Company granted (a) 20,000 Bridge Note Warrants to an entity affiliated with Ivar Siem; (b) 60,000 Bridge Note Warrants to Leo Womack; and (c) 10,000 Bridge Note Warrants to Joel Oppenheim. The Director Convertible Notes contain standard and customary events of default. The Company fair valued the warrants issued using the Black-Scholes Option Pricing Model for a total fair value of $6,249. On October 22, 2018, $60,000 in Director Convertible Notes were settled by offsetting against $60,000 proceeds required for the exercise of warrants. (iv) On June 8, 2018, the Company entered into a promissory note (the “Acquisition Note”) with Blue Sky in the amount of CAD$406,181. The Note bears interest at 9% per annum and is due in full at maturity on November 30, 2018. The Company may, at its sole discretion, extend the maturity date for a period of six months with notice to the lender and payment of 25% of the principal amount. At December 31, 2018, the maturity date had been extended to May 31, 2019. On April 1, 2019, the Company utilized its LOC with Jovian to pay off in its entirety the June 8, 2018 Acquisition Note with Blue Sky. The following is a schedule of future minimum repayments of related party notes payable as of March 31, 2019: 2019 $ 560,242 2020 — 2021 — 2022 — 2023 — Thereafter — $ 560,242 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Derivative Financial Instruments | 7. DERIVATIVE FINANCIAL INSTRUMENTS On May 18, 2018, as an inducement to enter into an Amended and Restated Loan Agreement, the Company issued, among other instruments, warrants to acquire 320,000 shares of common stock with an exercise price of $0.10 per share in Canadian dollars (see Note 5). The warrants are valued using the Black Scholes Option Pricing Model and the derivative is fair valued at the end of each reporting period. The Company valued the derivative liability at initial recognition as $30,012. A summary of the activity of the Company’s derivative liabilities is shown below: Balance, January 1, 2018 $ — Additions 30,012 Fair value adjustments 7,001 As at December 31, 2018 37,013 Fair value adjustments (19,075 ) As at March 31, 2019 $ 17,938 Derivative liability classified warrants were valued using the Black Scholes Option Pricing Model with the range of assumptions outlined below. Expected life was determined based on historical exercise data of the Company. March 31, 2019 December 31, 2018 Risk-free interest rate 2.27 % 2.48% - 2.88 % Expected life 2.1 years 2.4 - 3.0 years Expected dividend rate 0 % 0 % Expected volatility 208 % 202% - 293 % |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 8. ASSET RETIREMENT OBLIGATIONS The Company has a number of oil and gas wells in production and will have Asset Retirement Obligations (“AROs”) once the wells are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration. AROs associated with the retirement of tangible long-lived assets are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The fair value of AROs is recognized as of the acquisition date of the working interest. The cost of the tangible asset, including the asset retirement cost, is depleted over the life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at the Company’s credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the ARO and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates, revisions to estimated discount rates and changes in the estimated timing of abandonment. The Company’s ARO is measured using primarily Level 3 inputs. The significant unobservable inputs to this fair value measurement include estimates of plugging costs, remediation costs, inflation rate and well life. The inputs are calculated based on historical data as well as current estimated costs. For the Canadian properties, abandonment and reclamation liabilities are prescribed by the province in which the Company operates in. For the purpose of determining the fair value of AROs incurred during the years presented, the Company used the following assumptions: December 31, 2018 Inflation rate 1.92 - 2.15 % Estimated asset life 15 - 21 years The following table shows the change in the Company’s ARO liability: Canadian properties United States properties Total Asset retirement obligations, December 31, 2017 $ — $ 473,868 $ 473,868 Additions 1,313,882 — 1,313,982 Accretion expense 4,353 23,618 27,971 Disposition — (246,263 ) (246,263 ) Foreign currency translation (59,936 ) — (59,936 ) Asset retirement obligations, December 31, 2018 1,258,399 251,223 1,509,622 Accretion expense 3,183 6,296 9,479 Foreign currency translation 27,285 — 27,285 Asset retirement obligations, March 31, 2019 $ 1,288,867 $ 257,519 $ 1,546,386 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Equity | 9. EQUITY Preferred stock The holders of Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 9% per annum. The Preferred Stock will automatically convert into common stock when the Company’s common stock market price equals or exceeds $0.28 per share for 30 consecutive days. At conversion, the value of each dollar of preferred stock (based on a $10 per share price) will convert into 7.1429 common shares (which results in a $0.14 per common share conversion rate). In accordance with the terms of the Preferred Stock, cumulative dividends of $44,184 were declared for the three months ended March 31, 2019. Common stock During the three months ended March 31, 2019, there was no common stock activity. Warrants On September 24, 2015, the Board of Directors of the Company approved the adoption of the 2015 Stock Incentive Plan (the “Plan”). The Plan provides an opportunity, subject to approval of our Board of Directors, of individual grants and awards, for any employee, officer, director or consultant of the Company. The maximum aggregate number of shares of common stock which may be issued pursuant to awards under the Plan, as amended on November 7, 2017, was 40,000,000 shares. The plan was ratified by the stockholders of the Company on April 14, 2016. Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows: Warrants Weighted Average Exercise Price Outstanding at January 1, 2018 35,087,197 $ 0.24 Granted 24,829,666 0.11 Exercised (3,910,000 ) 0.09 Expired (4,940,000 ) 0.10 Outstanding at December 31, 2018 51,066,864 $ 0.20 Granted 2,250,000 0.10 Exercised — — Expired (635,000 ) 0.07 Outstanding at March 31, 2019 52,681,864 $ 0.20 As of March 31, 2019, the weighted-average remaining contractual life of warrants outstanding was 1.51 years (December 31, 2018 – 1.71 years). As of March 31, 2019, the intrinsic value of warrants outstanding is $1,403 (December 31, 2018 - $711,978). The table below summarizes warrant issuances during the three months ended March 31, 2019 and year ended December 31, 2018: March 31, December 31, 2019 2018 Warrants granted: Board of Directors and Advisory Board service 2,000,000 7,750,000 Private placements — 5,312,500 Pursuant to termination agreements — 5,250,000 Pursuant to financing arrangements 250,000 3,810,000 Pursuant to consulting agreements — 2,000,000 Pursuant to acquisition of Bow Energy Ltd., a related party — 368,000 Deferred salary – CEO, CFO — 339,166 Total 2,250,000 24,829,666 Warrants granted during the three months ended March 31, 2019 and the year ended December 31, 2018 were valued using the Black Scholes Option Pricing Model with the range of assumptions outlined below. Expected life was determined based on historical data of the Company. March 31, December 31, 2018 Risk-free interest rate 2.39 % 2.39 % Expected life 2.0 -3.0 years 1.0 - 3.0 years Expected dividend rate 0 % 0 % Expected volatility 274 % 274% - 283 % Stock options Upon closing of the acquisition of Bow on February 27, 2018, the Company granted stock options to purchase 3,500,000 shares of common stock to former Bow employees and directors, exercisable at $0.12 per share, expiring February 27, 2021. The stock options were valued at $1,131,639 using the Black Scholes Option Pricing Model with expected volatility of 283%, a discount rate of 2.42%, a dividend yield of 0% and an expected life of three years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS During the three months ended March 31, 2019, warrants to purchase 250,000 shares of common stock with a fair value of $15,904 were granted to director Joel Oppenheim, pursuant to a loan agreement. Each warrant is exercisable for one share of common stock at an exercise price of $0.10 per share and has a contractual life of three years. The warrants were valued using the Black-Scholes Option Pricing Model. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 11. SEGMENT REPORTING The Company has a single reportable operating segment, Oil and Gas Exploration and Production, which includes exploration, development, and production of current and potential oil and gas properties. Results of operations from producing activities were as follows: Canada United States Total Three months ended March 31, 2019 Revenue $ 796,776 $ 22,564 $ 819,340 Production costs (636,239 ) (59,874 ) (696,113 ) Depreciation, depletion, amortization and accretion (200,351 ) (10,296 ) (210,647 ) Results of operations from producing activities $ (39,814 ) $ (47,606 ) $ (87,420 ) Total long-lived assets, March 31, 2019 $ 1,877,771 $ 10,370,770 $ 12,248,541 Three months ended March 31, 2018 Revenue $ — $ 29,980 $ 29,980 Production costs — (75,361 ) (75,361 ) Depreciation, depletion, amortization and accretion — (15,176 ) (15,176 ) Results of operations from producing activities $ — $ (60,557 ) $ (60,557 ) Total long-lived assets, December 31, 2018 $ 2,030,090 $ 10,378,817 $ 12,408,907 The Company’s revenues are derived from the following major customers: Three months ended March 31, 2019 March 31, 2018 Customer A $ 796,776 $ — Customer B 22,564 29,980 Total revenues $ 819,340 $ 29,980 |
Revision of Prior Period Interi
Revision of Prior Period Interim Financial Statements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Interim Financial Statements | 12. REVISION OF PRIOR PERIOD INTERIM FINANCIAL STATEMENTS While preparing the interim condensed consolidated financial statements for the period ending September 30, 2018, Management identified that it had made an incorrect judgment in accounting for the acquisition of Bow on February 27, 2018. Accordingly, the Company has revised the comparative figures for three months ended March 31, 2018 to reflect this revision. The revision had no impact on the financial statements for the three and nine months ended September 30, 2018 and for the year ended December 31, 2018. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company has determined that the impact of adjustments relating to the correction of this accounting error was derived from a judgment, has no impact on compliance with regulatory requirements or loan covenants and has no impact on the Company’s cash flows. Accordingly, these changes are disclosed herein and have been disclosed prospectively. The impact of the revision for the three months ended March 31, 2018 is summarized below: Condensed Consolidated Statement of Operations and Comprehensive Loss Three months ended March 31, 2018 As reported Adjustment Revised Impairment of goodwill $ 27,129,963 $ (27,129,963 ) $ — Loss on acquisition of Bow Energy Ltd. — 32,999,330 32,999,330 Net loss (29,277,038 ) (5,869,367 ) (35,146,405 ) Net loss attributable to common stockholders (29,321,044 ) (5,869,367 ) (35,190,411 ) Loss per share – Basic and diluted (0.24 ) (0.05 ) (0.29 ) Comprehensive loss $ (29,367,691 ) $ (5,869,367 ) $ (35,237,058 ) Condensed Consolidated Statement of Changes in Stockholders’ Equity As at March 31, 2018 As reported Adjustment Revised Accumulated deficit $ (40,644,427 ) $ (5,869,367 ) $ (46,513,794 ) Total stockholders' equity $ 19,085,435 $ (5,869,367 ) $ 13,216,068 Consolidated Statement of Cash Flows Three months ended March 31, 2018 As reported Adjustment Revised Operating activities Net loss $ (29,277,038 ) $ (5,869,367 ) $ (35,146,405 ) Adjustment to reconcile net loss to net cash used in operating activities: Impairment of goodwill 27,129,963 (27,129,963 ) — Loss on acquisition of Bow Energy Ltd. $ — $ 32,999,330 $ 32,999,330 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS Subsequent to March 31, 2019, the Company granted warrants to purchase an aggregate of 8,250,000 shares of common stock for director compensation, financing arrangements and private placements of units. The warrants have a contractual life ranging from one to two years and an exercise price of $0.10 per warrant. On April 1, 2019, the Company utilized its LOC with Jovian to settle the June 8, 2018 Acquisition Note with Blue Sky. On April 3, 2019, the Company’s foreclosed on its promissory note receivable for the sale of the NOACK field, which was secured by lien under the note. On August 6, 2019, the Company entered into a Purchase and Sale Agreement (“PSA”) for the sale of the 83% leasehold net revenue interest and 100% working interest in the NOACK Field Assets, i.e., the Company’s leasehold in the Noack Farms, Minera Lease and all related leases and assets located in Milam County, Texas (the “NOACK Assets”). The Sale Agreement includes customary indemnification obligations of the parties. The purchaser agreed to pay $400,000 for the NOACK Assets with a $20,000 deposit received on August 15, 2019 and the entire balance of $355,000 to be received by September 30, 2019 (of which $155,000 was received on August 30, 2019 and the balance remains outstanding) with a final payment of $25,000 to be received on August 30, 2020. The sale had an effective date of September 1, 2019. On August 21, 2019, the Company closed private placements with related parties for gross proceeds of $150,000, and issued 1,875,000 shares of common stock and warrants to purchase 3,750,000 shares of common stock, exercisable at a price of $0.10 per share, at any time prior to November 1, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Leases | Leases Leases are classified as operating leases or financing leases based on the lease term and fair value associated with the lease. The assessment is done at lease commencement and reassessed only when a modification occurs that is not considered a separate contract. Lessee arrangements Where the Company is the lessee, leases classified as operating leases are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments. Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset, adjusted for changes in index-based variable lease payments in the period of change. Lease payments on short-term operating leases with lease terms twelve months or less are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted in the current year Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, “Leases”, using the modified retrospective method, whereby a cumulative effect adjustment was made as of the date of initial application. The Company elected the practical expedient to use the effective date of adoption as the date of initial application. Accordingly, financial information and disclosures in the comparative period were not restated. The Company also elected to apply the package of practical expedients such that for any expired or existing leases, it did not reassess lease classification, initial direct costs or whether the relevant contracts are or contain leases. The Company did not use hindsight to reassess lease term or for the determination of impairment of right-of-use assets. Adoption of ASU 2016-02 did not have any impact on the Company as all its leases are short-term operating leases with lease terms twelve months or less. To be Adopted in Future Years In June 2016, Financial Account Standards Board (“FASB”) issued ASU 2016-13, “Measurement of Credit Loss on financial Instruments”. ASU 2016-13 replaces the current incurred loss impairment methodology with the expected credit loss impairment model, which requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses over the life of the instrument instead of only when losses are incurred. This standard applies to financial assets measured at amortized cost basis and investments in leases recognized by the lessor. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this standard to determine the impact it will have on its consolidated financial statements. |
Evaluated Properties (Tables)
Evaluated Properties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Current Properties | The Company’s current properties can be summarized as follows. Cost Canadian properties United States properties Total As at January 1, 2018 $ — $ 14,312,580 $ 14,312,580 Additions 1,246,216 — 1,246,216 Dispositions — (3,962,042) (3,962,042) Asset retirement cost additions 1,313,982 — 1,313,982 Foreign currency translation (116,451) — (116,451) As at December 31, 2018 $ 2,443,747 $ 10,350,538 $ 12,794,285 Foreign currency translation 53,009 - 53,009 As at March 31, 2019 $ 2,496,756 $ 10,350,538 $ 12,847,294 Accumulated depletion As at January 1, 2018 — 1,068,795 1,068,795 Dispositions — (3,340,779) (3,340,779) Impairment of oil and gas properties — 2,322,255 2,322,255 Depletion 435,722 11,280 447,002 Foreign currency translation (22,065) — (22,065) As at December 31, 2018 $ 413,657 $ 61,551 $ 475,208 Impairment of oil and gas properties Depletion 197,168 — 197,168 Foreign currency translation 8,160 — 8,160 As at March 31, 2019 $ 618,985 $ 61,551 $ 680,536 Net book value as at December 31, 2018 $ 2,030,090 $ 10,288,987 $ 12,319,077 Net book value as at March 31, 2019 $ 1,877,771 $ 10,288,987 $ 12,166,758 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following table summarizes the Company’s notes payable: Balance at: Interest rate Date of maturity March 31, 2019 December 31, 2018 Backhoe loan (i) 2.9 % May 8, 2017 $ 32,600 $ 32,601 Truck loan (ii) 5.49 % January 20, 2022 21,495 23,237 Credit note I (iii) 12 % May 11, 2021 800,000 800,000 Credit note II (iv) 12 % October 17, 2019 196,038 196,038 M. Hortwitz 10 % October 14, 2016 10,000 10,000 Credit note III 4 % January 15, 2020 88,125 — 1,148,258 1,061,876 Current portion: (423,963 ) (335,877 ) Long-term notes payable $ 724,295 $ 725,999 (i) On May 8, 2014, the Company, with the primary guarantee provided by the Company’s former CEO, David Baker, purchased a backhoe to use at the Texas field. David Baker entered into an installment note in the amount of $57,613 for a term of three years and interest at 2.9% per annum. On June 1, 2018, the equipment was returned to the seller with no further action taken by the Company, Mr. Baker, or the lender. (ii) On January 6, 2017, the Company purchased a truck and entered into an installment note in the amount of $35,677 for a term of five years and interest at 5.49% per annum. Payments of principal and interest in the amount of $683 are due monthly. (iii) On May 9, 2018, Bow Energy Ltd. (“Bow”), a former wholly-owned subsidiary of the Company, entered into an Amended and Restated Loan Agreement with a third party. The Loan Agreement increased by $800,000 the amount of a previous loan agreement entered into between Bow and the Lender, to $1,530,000. The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021, provided that the amount owed can be prepaid prior to maturity, beginning 60 days after the date of the Loan Agreement, provided that the Company gives the Lender 10 days’ notice of its intent to repay and pays the Lender the interest which would have been due through the maturity date at the time of repayment. The Loan Agreement contains standard and customary events of default, including cross defaults under other indebtedness obligations of the Company and Bow, and the occurrence of any event which would have a material adverse effect on the Company or Bow. The Company is required to make principal payments of $10,000 per month from January through September 2019 with the remaining balance of $710,000 due at maturity on May 11, 2021. The additional $800,000 borrowed in connection with the entry into the Loan Agreement was used by the Company to acquire a 25% working interest in approximately 41,526 acres located in the Luseland, Hearts Hill, and Cuthbert fields, located in Southwest Saskatchewan and Eastern Alberta, Canada (collectively, the “Canadian Properties” and the “Working Interest”). In order to induce the Lender to enter into the Loan Agreement, the Company agreed to issue the Lender 500,000 shares of restricted common stock (the “Loan Shares”), which were issued on May 18, 2018, and warrants to purchase 2,320,000 shares of common stock (the “Loan Warrants”), of which warrants to purchase (a) 320,000 shares of common stock have an exercise price of $0.10 per share in Canadian dollars and expire in May 15, 2021, (b) 500,000 shares of common stock have an exercise price of $0.12 per share in U.S. dollars, and expire on May 15, 2021; and (c) 1,500,000 shares of common stock have an exercise price of $0.10 per share in U.S. dollars and expire on May 15, 2020. The fair value of the 500,000 common shares issued were assessed at the market price of the stock on the date of issuance and valued at $47,500. The fair value of the Canadian dollar denominated warrants issued were assessed at $30,012 using the Black Scholes Option Pricing Model. The fair value of the U.S. dollar denominated warrants issued were assessed at $182,650 using the Black Scholes Option Pricing Model. The Company determined the debt modification to be an extinguishment of debt and recorded a total loss on extinguishment of debt of $260,162. Upon the disposition of Bow, a total of $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky Resources Ltd. (“Blue Sky”). (iv) On September 17, 2018, the Company entered into a loan agreement with a third party for $200,000 to acquire an additional 3% working interest in the Canadian Properties. The loan bears interest at 12% per annum and has a maturity date of October 17, 2019. Payments of principal and interest in the amount of $6,000 are due monthly. The loan is secured against the Company’s 3% working interest in the Canadian Properties and has no financial covenants. |
Schedule of Future Minimum Repayments of Notes Payable | The following is a schedule of future minimum repayments of notes payable as at March 31, 2019: 2019 $ 422,259 2020 7,502 2021 717,925 2022 572 2023 — Thereafter — $ 1,148,258 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Notes Payable | The following table summarizes the Company’s related party notes payable: Balance at: Interest rate Date of maturity March 31, 2019 December 31, 2018 Leo Womack (i) — On demand $ 3,000 $ 3,000 Lee Lytton (i) — On demand 3,500 3,500 Quinten Beasley 10 % October 14, 2016 10,000 10,000 Joel Oppenheim (i) — On demand 205,333 215,333 Bow (i) — On demand 33,144 33,144 Blue Sky Resources Ltd. (i) — On demand 82,421 131,699 Jovian Petroleum Corporation (ii) 3.5 % February 9, 2019 137,846 35,210 Ivar Siem (iii) 12 % October 17, 2018 20,000 20,000 Joel Oppenheim (iii) 12 % October 17, 2018 10,000 10,000 Blue Sky Resources Ltd. (iv) 9 % May 31, 2019 44,998 148,862 $ 550,242 $ 610,748 (i) Balances are non-interest bearing and due on demand. (ii) On February 9, 2018, the Company entered into a Revolving Line of Credit Agreement (“LOC”) for $200,000 (subsequently increased to $500,000 on April 12, 2018) with Jovian Petroleum Corporation (“Jovian”). The CEO of Jovian is Quinten Beasley, our former director (resigned October 31, 2018), and 25% of Jovian is owned by Zel C. Khan, our CEO and director. The initial agreement was for a period of 6 months and it can be extended for up to 5 additional terms of 6 months each. All amounts advanced pursuant to the LOC will bear interest from the date of advance until paid in full at 3.5% simple interest per annum. Interest will be calculated on a basis of a 360-day year and charged for the actual number of days elapsed. On December 31, 2018 the due date of this LOC was extended until December 31, 2019. (iii) On August 17, 2018, the Company sold an aggregate of $90,000 in convertible promissory notes (the “Director Convertible Notes”), to the Company’s directors, Ivar Siem ($20,000) through an entity that he is affiliated with; Leo Womack ($60,000); and Joel Oppenheim ($10,000). The Director Convertible Notes accrue interest at the rate of 12% per annum until paid in full and were due and payable on October 17, 2018. The amount owed may be prepaid at any time without penalty. The outstanding principal and interest owed under the Director Convertible Notes are convertible into common stock of the Company, from time to time, at the option of the holders of the notes, at a conversion price of $0.10 per share. As additional consideration for entering into the notes, the Company agreed to grant warrants to purchase one share of the Company’s common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the “Bridge Note Warrants”). The warrants had a contractual life of one year. As such, the Company granted (a) 20,000 Bridge Note Warrants to an entity affiliated with Ivar Siem; (b) 60,000 Bridge Note Warrants to Leo Womack; and (c) 10,000 Bridge Note Warrants to Joel Oppenheim. The Director Convertible Notes contain standard and customary events of default. The Company fair valued the warrants issued using the Black-Scholes Option Pricing Model for a total fair value of $6,249. On October 22, 2018, $60,000 in Director Convertible Notes were settled by offsetting against $60,000 proceeds required for the exercise of warrants. (iv) On June 8, 2018, the Company entered into a promissory note (the “Acquisition Note”) with Blue Sky in the amount of CAD$406,181. The Note bears interest at 9% per annum and is due in full at maturity on November 30, 2018. The Company may, at its sole discretion, extend the maturity date for a period of six months with notice to the lender and payment of 25% of the principal amount. At December 31, 2018, the maturity date had been extended to May 31, 2019. On April 1, 2019, the Company utilized its LOC with Jovian to pay off in its entirety the June 8, 2018 Acquisition Note with Blue Sky. |
Schedule of Future Minimum Repayments of Related Party Notes Payable | The following is a schedule of future minimum repayments of related party notes payable as of March 31, 2019: 2019 $ 560,242 2020 — 2021 — 2022 — 2023 — Thereafter — $ 560,242 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Derivative Liabilities | A summary of the activity of the Company’s derivative liabilities is shown below: Balance, January 1, 2018 $ — Additions 30,012 Fair value adjustments 7,001 As at December 31, 2018 37,013 Fair value adjustments (19,075 ) As at March 31, 2019 $ 17,938 |
Schedule of Fair Value Assumptions of Derivative Liability | Derivative liability classified warrants were valued using the Black Scholes Option Pricing Model with the range of assumptions outlined below. Expected life was determined based on historical exercise data of the Company. March 31, 2019 December 31, 2018 Risk-free interest rate 2.27 % 2.48% - 2.88 % Expected life 2.1 years 2.4 - 3.0 years Expected dividend rate 0 % 0 % Expected volatility 208 % 202% - 293 % |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Fair Value of Asset Retirement Obligations | For the purpose of determining the fair value of AROs incurred during the years presented, the Company used the following assumptions: December 31, 2018 Inflation rate 1.92 - 2.15 % Estimated asset life 15 - 21 years |
Schedule of Asset Retirement Obligations | The following table shows the change in the Company’s ARO liability: Canadian properties United States properties Total Asset retirement obligations, December 31, 2017 $ — $ 473,868 $ 473,868 Additions 1,313,882 — 1,313,982 Accretion expense 4,353 23,618 27,971 Disposition — (246,263 ) (246,263 ) Foreign currency translation (59,936 ) — (59,936 ) Asset retirement obligations, December 31, 2018 1,258,399 251,223 1,509,622 Accretion expense 3,183 6,296 9,479 Foreign currency translation 27,285 — 27,285 Asset retirement obligations, March 31, 2019 $ 1,288,867 $ 257,519 $ 1,546,386 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Purchase Warrants Issued and Outstanding | Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows: Warrants Weighted Average Exercise Price Outstanding at January 1, 2018 35,087,197 $ 0.24 Granted 24,829,666 0.11 Exercised (3,910,000 ) 0.09 Expired (4,940,000 ) 0.10 Outstanding at December 31, 2018 51,066,864 $ 0.20 Granted 2,250,000 0.10 Exercised — — Expired (635,000 ) 0.07 Outstanding at March 31, 2019 52,681,864 $ 0.20 |
Schedule of Warrants Issuances During Period | The table below summarizes warrant issuances during the three months ended March 31, 2019 and year ended December 31, 2018: March 31, December 31, 2019 2018 Warrants granted: Board of Directors and Advisory Board service 2,000,000 7,750,000 Private placements — 5,312,500 Pursuant to termination agreements — 5,250,000 Pursuant to financing arrangements 250,000 3,810,000 Pursuant to consulting agreements — 2,000,000 Pursuant to acquisition of Bow Energy Ltd., a related party — 368,000 Deferred salary – CEO, CFO — 339,166 Total 2,250,000 24,829,666 |
Schedule of Fair Value of Assumptions | Expected life was determined based on historical data of the Company. March 31, December 31, 2018 Risk-free interest rate 2.39 % 2.39 % Expected life 2.0 -3.0 years 1.0 - 3.0 years Expected dividend rate 0 % 0 % Expected volatility 274 % 274% - 283 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets | The Company has a single reportable operating segment, Oil and Gas Exploration and Production, which includes exploration, development, and production of current and potential oil and gas properties. Results of operations from producing activities were as follows: Canada United States Total Three months ended March 31, 2019 Revenue $ 796,776 $ 22,564 $ 819,340 Production costs (636,239 ) (59,874 ) (696,113 ) Depreciation, depletion, amortization and accretion (200,351 ) (10,296 ) (210,647 ) Results of operations from producing activities $ (39,814 ) $ (47,606 ) $ (87,420 ) Total long-lived assets, March 31, 2019 $ 1,877,771 $ 10,370,770 $ 12,248,541 Three months ended March 31, 2018 Revenue $ — $ 29,980 $ 29,980 Production costs — (75,361 ) (75,361 ) Depreciation, depletion, amortization and accretion — (15,176 ) (15,176 ) Results of operations from producing activities $ — $ (60,557 ) $ (60,557 ) Total long-lived assets, December 31, 2018 $ 2,030,090 $ 10,378,817 $ 12,408,907 |
Schedule of Revenues | The Company’s revenues are derived from the following major customers: Three months ended March 31, 2019 March 31, 2018 Customer A $ 796,776 $ — Customer B 22,564 29,980 Total revenues $ 819,340 $ 29,980 |
Revision of Prior Period Inte_2
Revision of Prior Period Interim Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Condensed Consolidated Statement of Operations and Comprehensive Loss | Condensed Consolidated Statement of Operations and Comprehensive Loss Three months ended March 31, 2018 As reported Adjustment Revised Impairment of goodwill $ 27,129,963 $ (27,129,963 ) $ — Loss on acquisition of Bow Energy Ltd. — 32,999,330 32,999,330 Net loss (29,277,038 ) (5,869,367 ) (35,146,405 ) Net loss attributable to common stockholders (29,321,044 ) (5,869,367 ) (35,190,411 ) Loss per share – Basic and diluted (0.24 ) (0.05 ) (0.29 ) Comprehensive loss $ (29,367,691 ) $ (5,869,367 ) $ (35,237,058 ) |
Schedule of Condensed Consolidated Statement of Changes in Stockholders' Equity | Condensed Consolidated Statement of Changes in Stockholders’ Equity As at March 31, 2018 As reported Adjustment Revised Accumulated deficit $ (40,644,427 ) $ (5,869,367 ) $ (46,513,794 ) Total stockholders' equity $ 19,085,435 $ (5,869,367 ) $ 13,216,068 |
Schedule of Consolidated Statement of Cash Flows | Consolidated Statement of Cash Flows Three months ended March 31, 2018 As reported Adjustment Revised Operating activities Net loss $ (29,277,038 ) $ (5,869,367 ) $ (35,146,405 ) Adjustment to reconcile net loss to net cash used in operating activities: Impairment of goodwill 27,129,963 (27,129,963 ) — Loss on acquisition of Bow Energy Ltd. $ — $ 32,999,330 $ 32,999,330 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Lease term description | Lease payments on short-term operating leases with lease terms twelve months or less are expensed as incurred. |
Evaluated Properties - Schedule
Evaluated Properties - Schedule of Current Properties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Cost, Beginning balance | $ 12,794,285 | $ 14,312,580 |
Cost, Additions | 1,246,216 | |
Cost, Dispositions | (3,962,042) | |
Cost, Asset retirement cost additions | 1,313,982 | |
Cost, Foreign currency translation | 53,009 | (116,451) |
Cost, Ending balance | 12,847,294 | 12,794,285 |
Accumulated depletion, Beginning balance | 475,208 | 1,068,795 |
Accumulated depletion, Dispositions | (3,340,779) | |
Accumulated depletion, Impairment of oil and gas properties | 2,322,255 | |
Accumulated depletion, Depletion | 197,168 | 447,002 |
Accumulated depletion, Foreign currency translation | 8,160 | (22,065) |
Accumulated depletion, Ending balance | 680,536 | 475,208 |
Net book value as at September 30, 2018 | 12,166,758 | 12,319,077 |
Canadian Properties [Member] | ||
Business Acquisition [Line Items] | ||
Cost, Beginning balance | 2,443,747 | |
Cost, Additions | 1,246,216 | |
Cost, Dispositions | ||
Cost, Asset retirement cost additions | 1,313,982 | |
Cost, Foreign currency translation | 53,009 | (116,451) |
Cost, Ending balance | 2,496,756 | 2,443,747 |
Accumulated depletion, Beginning balance | 413,657 | |
Accumulated depletion, Dispositions | ||
Accumulated depletion, Impairment of oil and gas properties | ||
Accumulated depletion, Depletion | 197,168 | 435,722 |
Accumulated depletion, Foreign currency translation | 8,160 | (22,065) |
Accumulated depletion, Ending balance | 618,985 | 413,657 |
Net book value as at September 30, 2018 | 1,877,771 | 2,030,090 |
United States [Member] | ||
Business Acquisition [Line Items] | ||
Cost, Beginning balance | 10,350,538 | 14,312,580 |
Cost, Additions | ||
Cost, Dispositions | (3,962,042) | |
Cost, Asset retirement cost additions | ||
Cost, Foreign currency translation | ||
Cost, Ending balance | 10,350,538 | 10,350,538 |
Accumulated depletion, Beginning balance | 61,551 | 1,068,795 |
Accumulated depletion, Dispositions | (3,340,779) | |
Accumulated depletion, Impairment of oil and gas properties | 2,322,255 | |
Accumulated depletion, Depletion | 11,280 | |
Accumulated depletion, Foreign currency translation | ||
Accumulated depletion, Ending balance | 61,551 | 61,551 |
Net book value as at September 30, 2018 | $ 10,288,987 | $ 10,288,987 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Jan. 06, 2017 | ||||
Note payable | $ 1,148,258 | $ 1,061,876 | ||||
Current portion of notes payable | 423,963 | 335,877 | ||||
Long term portion | $ 724,295 | $ 725,999 | ||||
M Hortwitz [Member] | ||||||
Interest rate | 10.00% | 10.00% | ||||
Date of maturity | Oct. 14, 2016 | Oct. 14, 2016 | ||||
Note payable | $ 10,000 | $ 10,000 | ||||
Backhoe Loan [Member] | ||||||
Interest rate | [1] | 2.90% | 2.90% | |||
Date of maturity | [1] | May 8, 2017 | May 8, 2017 | |||
Note payable | [1] | $ 32,600 | $ 32,601 | |||
Truck Loan [Member] | ||||||
Interest rate | 5.49% | [2] | 5.49% | [2] | 5.49% | |
Date of maturity | [2] | Jan. 20, 2022 | Jan. 20, 2022 | |||
Note payable | [2] | $ 21,495 | $ 23,237 | |||
Credit Note I [Member] | ||||||
Interest rate | [3] | 12.00% | 12.00% | |||
Date of maturity | [3] | May 11, 2021 | May 11, 2021 | |||
Note payable | [3] | $ 800,000 | $ 800,000 | |||
Credit Note II [Member] | ||||||
Interest rate | [4] | 12.00% | 12.00% | |||
Date of maturity | [4] | Oct. 17, 2019 | Oct. 17, 2019 | |||
Note payable | [4] | $ 196,038 | $ 196,038 | |||
Credit Note III [Member] | ||||||
Interest rate | 4.00% | 4.00% | ||||
Date of maturity | Jan. 15, 2020 | Jan. 15, 2020 | ||||
Note payable | $ 88,125 | |||||
[1] | On May 8, 2014, the Company, with the primary guarantee provided by the Company's former CEO, David Baker, purchased a backhoe to use at the Texas field. David Baker entered into an installment note in the amount of $57,613 for a term of three years and interest at 2.9% per annum. On June 1, 2018, the equipment was returned to the seller with no further action taken by the Company, Mr. Baker, or the lender. | |||||
[2] | On January 6, 2017, the Company purchased a truck and entered into an installment note in the amount of $35,677 for a term of five years and interest at 5.49% per annum. Payments of principal and interest in the amount of $683 are due monthly. | |||||
[3] | On May 9, 2018, Bow Energy Ltd. ("Bow"), a former wholly-owned subsidiary of the Company, entered into an Amended and Restated Loan Agreement with a third party. The Loan Agreement increased by $800,000 the amount of a previous loan agreement entered into between Bow and the Lender, to $1,530,000. The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021, provided that the amount owed can be prepaid prior to maturity, beginning 60 days after the date of the Loan Agreement, provided that the Company gives the Lender 10 day's notice of its intent to repay and pays the Lender the interest which would have been due through the maturity date at the time of repayment. The Loan Agreement contains standard and customary events of default, including cross defaults under other indebtedness obligations of the Company and Bow, and the occurrence of any event which would have a material adverse effect on the Company or Bow. The Company is required to make principal payments of $10,000 per month from January through September 2019 with the remaining balance of $710,000 due at maturity on May 11, 2021. The additional $800,000 borrowed in connection with the entry into the Loan Agreement was used by the Company to acquire a 25% working interest in approximately 41,526 acres located in the Luseland, Hearts Hill, and Cuthbert fields, located in Southwest Saskatchewan and Eastern Alberta, Canada (collectively, the "Canadian Properties" and the "Working Interest"). In order to induce the Lender to enter into the Loan Agreement, the Company agreed to issue the Lender 500,000 shares of restricted common stock (the "Loan Shares"), which were issued on May 18, 2018, and warrants to purchase 2,320,000 shares of common stock (the "Loan Warrants"), of which warrants to purchase (a) 320,000 shares of common stock have an exercise price of $0.10 per share in Canadian dollars and expire in May 15, 2021, (b) 500,000 shares of common stock have an exercise price of $0.12 per share in U.S. dollars, and expire on May 15, 2021; and (c) 1,500,000 shares of common stock have an exercise price of $0.10 per share in U.S. dollars and expire on May 15, 2020. The fair value of the 500,000 common shares issued were assessed at the market price of the stock on the date of issuance and valued at $47,500. The fair value of the Canadian dollar denominated warrants issued were assessed at $30,012 using the Black Scholes Option Pricing Model. The fair value of the U.S. dollar denominated warrants issued were assessed at $182,650 using the Black Scholes Option Pricing Model. The Company determined the debt modification to be an extinguishment of debt and recorded a total loss on extinguishment of debt of $260,162. Upon the disposition of Bow, a total of $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky Resources Ltd. ("Blue Sky"). | |||||
[4] | On September 17, 2018, the Company entered into a loan agreement with a third party for $200,000 to acquire an additional 3% working interest in the Canadian Properties. The loan bears interest at 12% per annum and has a maturity date of October 17, 2019. Payments of principal and interest in the amount of $6,000 are due monthly. The loan is secured against the Company's 3% working interest in the Canadian Properties and has no financial covenants. |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Sep. 17, 2018USD ($) | May 18, 2018$ / sharesshares | May 09, 2018USD ($)a$ / sharesshares | May 09, 2018CAD ($)shares | Jan. 06, 2017USD ($) | May 08, 2014USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |||
Notes payable current | $ 423,963 | $ 335,877 | ||||||||||
Loss on extinguishment of debt | $ (203,349) | |||||||||||
Debt obligation | $ 1,148,258 | $ 1,061,876 | ||||||||||
Amended and Restated Loan Agreement [Member] | ||||||||||||
Warrant to purchase common stock | shares | 320,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | |||||||||||
Loan Agreement [Member] | ||||||||||||
Debt face amount | $ 200,000 | |||||||||||
Debt interest rate | 12.00% | |||||||||||
Payments of principal and interest amount | $ 6,000 | |||||||||||
Debt maturity date | Oct. 17, 2019 | |||||||||||
Working interest percentage | 3.00% | |||||||||||
Backhoe Loan [Member] | ||||||||||||
Debt interest rate | [1] | 2.90% | 2.90% | |||||||||
Debt maturity date | [1] | May 8, 2017 | May 8, 2017 | |||||||||
Debt obligation | [1] | $ 32,600 | $ 32,601 | |||||||||
Backhoe Loan [Member] | David Baker [Member] | ||||||||||||
Debt face amount | $ 57,613 | |||||||||||
Debt term | 3 years | |||||||||||
Debt interest rate | 2.90% | |||||||||||
Truck Loan [Member] | ||||||||||||
Debt face amount | $ 35,677 | |||||||||||
Debt term | 5 years | |||||||||||
Debt interest rate | 5.49% | 5.49% | [2] | 5.49% | [2] | |||||||
Payments of principal and interest amount | $ 683 | |||||||||||
Debt maturity date | [2] | Jan. 20, 2022 | Jan. 20, 2022 | |||||||||
Debt obligation | [2] | $ 21,495 | $ 23,237 | |||||||||
Credit Note I [Member] | ||||||||||||
Debt interest rate | [3] | 12.00% | 12.00% | |||||||||
Debt maturity date | [3] | May 11, 2021 | May 11, 2021 | |||||||||
Debt obligation | [3] | $ 800,000 | $ 800,000 | |||||||||
Credit Note I [Member] | Lusel and Hearts Hill and Cuthbert Fields [Member] | ||||||||||||
Percentage of working interest acquired | 25.00% | |||||||||||
Number of acres | a | 41,526 | |||||||||||
Credit Note I [Member] | Amended and Restated Loan Agreement [Member] | Bow Energy Ltd [Member] | ||||||||||||
Debt face amount | $ 1,530,000 | |||||||||||
Debt interest rate | 12.00% | |||||||||||
Notes payable current | $ 710,000 | |||||||||||
Increase in loan amount | $ 800,000 | |||||||||||
Debt default interest rate | 19.00% | |||||||||||
Debt maturity date | May 11, 2021 | May 11, 2021 | ||||||||||
Credit Note I [Member] | Amended and Restated Loan Agreement [Member] | Bow Energy Ltd [Member] | January through September 2019 [Member] | ||||||||||||
Debt instrument, monthly principal payment | $ 10,000 | |||||||||||
Credit Note I [Member] | Loan Agreement [Member] | ||||||||||||
Number of common stock issued | shares | 500,000 | 500,000 | ||||||||||
Number of common stock issued, value | $ 47,500 | |||||||||||
Fair value of warrants issued | 182,650 | |||||||||||
Loss on extinguishment of debt | 260,162 | |||||||||||
Debt obligation | $ 730,000 | |||||||||||
Credit Note I [Member] | Loan Agreement [Member] | Canadian Dollars [Member] | ||||||||||||
Fair value of warrants issued | $ 30,012 | |||||||||||
Credit Note I [Member] | Lender [Member] | Loan Agreement [Member] | Warrants [Member] | ||||||||||||
Warrant to purchase common stock | shares | 2,320,000 | |||||||||||
Credit Note I [Member] | Lender [Member] | Loan Agreement [Member] | Loan Warrant One [Member] | ||||||||||||
Warrant to purchase common stock | shares | 320,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | |||||||||||
Warrant expiry date | May 15, 2021 | |||||||||||
Credit Note I [Member] | Lender [Member] | Loan Agreement [Member] | Loan Warrant Two [Member] | ||||||||||||
Warrant to purchase common stock | shares | 500,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.12 | |||||||||||
Warrant expiry date | May 15, 2021 | |||||||||||
Credit Note I [Member] | Lender [Member] | Loan Agreement [Member] | Loan Warrant Three [Member] | ||||||||||||
Warrant to purchase common stock | shares | 1,500,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | |||||||||||
Warrant expiry date | May 15, 2020 | |||||||||||
Credit Note I [Member] | Lender [Member] | Loan Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||
Number of common stock issued | shares | 500,000 | |||||||||||
[1] | On May 8, 2014, the Company, with the primary guarantee provided by the Company's former CEO, David Baker, purchased a backhoe to use at the Texas field. David Baker entered into an installment note in the amount of $57,613 for a term of three years and interest at 2.9% per annum. On June 1, 2018, the equipment was returned to the seller with no further action taken by the Company, Mr. Baker, or the lender. | |||||||||||
[2] | On January 6, 2017, the Company purchased a truck and entered into an installment note in the amount of $35,677 for a term of five years and interest at 5.49% per annum. Payments of principal and interest in the amount of $683 are due monthly. | |||||||||||
[3] | On May 9, 2018, Bow Energy Ltd. ("Bow"), a former wholly-owned subsidiary of the Company, entered into an Amended and Restated Loan Agreement with a third party. The Loan Agreement increased by $800,000 the amount of a previous loan agreement entered into between Bow and the Lender, to $1,530,000. The amount owed under the Loan Agreement accrues interest at the rate of 12% per annum (19% upon the occurrence of an event of default) and is due and payable on May 11, 2021, provided that the amount owed can be prepaid prior to maturity, beginning 60 days after the date of the Loan Agreement, provided that the Company gives the Lender 10 day's notice of its intent to repay and pays the Lender the interest which would have been due through the maturity date at the time of repayment. The Loan Agreement contains standard and customary events of default, including cross defaults under other indebtedness obligations of the Company and Bow, and the occurrence of any event which would have a material adverse effect on the Company or Bow. The Company is required to make principal payments of $10,000 per month from January through September 2019 with the remaining balance of $710,000 due at maturity on May 11, 2021. The additional $800,000 borrowed in connection with the entry into the Loan Agreement was used by the Company to acquire a 25% working interest in approximately 41,526 acres located in the Luseland, Hearts Hill, and Cuthbert fields, located in Southwest Saskatchewan and Eastern Alberta, Canada (collectively, the "Canadian Properties" and the "Working Interest"). In order to induce the Lender to enter into the Loan Agreement, the Company agreed to issue the Lender 500,000 shares of restricted common stock (the "Loan Shares"), which were issued on May 18, 2018, and warrants to purchase 2,320,000 shares of common stock (the "Loan Warrants"), of which warrants to purchase (a) 320,000 shares of common stock have an exercise price of $0.10 per share in Canadian dollars and expire in May 15, 2021, (b) 500,000 shares of common stock have an exercise price of $0.12 per share in U.S. dollars, and expire on May 15, 2021; and (c) 1,500,000 shares of common stock have an exercise price of $0.10 per share in U.S. dollars and expire on May 15, 2020. The fair value of the 500,000 common shares issued were assessed at the market price of the stock on the date of issuance and valued at $47,500. The fair value of the Canadian dollar denominated warrants issued were assessed at $30,012 using the Black Scholes Option Pricing Model. The fair value of the U.S. dollar denominated warrants issued were assessed at $182,650 using the Black Scholes Option Pricing Model. The Company determined the debt modification to be an extinguishment of debt and recorded a total loss on extinguishment of debt of $260,162. Upon the disposition of Bow, a total of $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky Resources Ltd. ("Blue Sky"). |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Minimum Repayments of Notes Payable (Details) - Note Payable [Member] | Mar. 31, 2019USD ($) |
2019 | $ 422,259 |
2020 | 7,502 |
2021 | 717,925 |
2022 | 572 |
2023 | |
Thereafter | |
Future minimum repayments of notes payable | $ 1,148,258 |
Related Party Notes Payable - S
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | ||
Related party notes Payable | $ 550,242 | $ 610,748 | |
Leo Womack [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 3,000 | $ 3,000 |
Lee Lytton [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 3,500 | $ 3,500 |
Quinten Beasley [Member] | |||
Interest rate | 10.00% | 10.00% | |
Date of maturity | Oct. 14, 2016 | Oct. 14, 2016 | |
Related party notes Payable | $ 10,000 | $ 10,000 | |
Joel Oppenheim One [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 205,333 | $ 215,333 |
Bow [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 33,144 | $ 33,144 |
Blue Sky Resources One Ltd [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 82,421 | $ 131,699 |
Jovian Petroleum Corporation [Member] | |||
Interest rate | [2] | 3.50% | 3.50% |
Date of maturity | [2] | Feb. 9, 2019 | Feb. 9, 2019 |
Related party notes Payable | [2] | $ 137,846 | $ 35,210 |
Ivar Siem [Member] | |||
Interest rate | [3] | 12.00% | 12.00% |
Date of maturity | [3] | Oct. 17, 2018 | Oct. 17, 2018 |
Related party notes Payable | [3] | $ 20,000 | $ 20,000 |
Joel Oppenheim Two [Member] | |||
Interest rate | [3] | 12.00% | 12.00% |
Date of maturity | [3] | Oct. 17, 2018 | Oct. 17, 2018 |
Related party notes Payable | [3] | $ 10,000 | $ 10,000 |
Blue Sky Resources Ltd Two [Member] | |||
Interest rate | [4] | 9.00% | 9.00% |
Date of maturity | [4] | May 31, 2019 | May 31, 2019 |
Related party notes Payable | [4] | $ 44,998 | $ 148,862 |
[1] | Balances are non-interest bearing and due on demand. | ||
[2] | On February 9, 2018, the Company entered into a Revolving Line of Credit Agreement ("LOC") for $200,000 (subsequently increased to $500,000 on April 12, 2018) with Jovian Petroleum Corporation ("Jovian"). The CEO of Jovian is Quinten Beasley, our former director (resigned October 31, 2018), and 25% of Jovian is owned by Zel C. Khan, our CEO and director. The initial agreement was for a period of 6 months and it can be extended for up to 5 additional terms of 6 months each. All amounts advanced pursuant to the LOC will bear interest from the date of advance until paid in full at 3.5% simple interest per annum. Interest will be calculated on a basis of a 360-day year and charged for the actual number of days elapsed. Subsequent to period-end this LOC has been extended until December 31, 2020. | ||
[3] | On August 17, 2018, the Company sold an aggregate of $90,000 in convertible promissory notes (the "Director Convertible Notes"), to the Company's directors, Ivar Siem ($20,000) through an entity that he is affiliated with; Leo Womack ($60,000); and Joel Oppenheim ($10,000). The Director Convertible Notes accrue interest at the rate of 12% per annum until paid in full and were due and payable on October 17, 2018. The amount owed may be prepaid at any time without penalty. The outstanding principal and interest owed under the Director Convertible Notes are convertible into common stock of the Company, from time to time, at the option of the holders of the notes, at a conversion price of $0.10 per share. As additional consideration for entering into the notes, the Company agreed to grant warrants to purchase one share of the Company's common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the "Bridge Note Warrants"). The warrants had a contractual life of one year. As such, the Company granted (a) 20,000 Bridge Note Warrants to an entity affiliated with Ivar Siem; (b) 60,000 Bridge Note Warrants to Leo Womack; and (c) 10,000 Bridge Note Warrants to Joel Oppenheim. The Director Convertible Notes contain standard and customary events of default. The Company fair valued the warrants issued using the Black-Scholes Option Pricing Model for a total fair value of $6,249. On October 22, 2018, $60,000 in Director Convertible Notes were settled by offsetting against $60,000 proceeds required for the exercise of warrants. | ||
[4] | On June 8, 2018, the Company entered into a promissory note (the "Acquisition Note") with Blue Sky in the amount of CAD$406,181. The Note bears interest at 9% per annum and is due in full at maturity on November 30, 2018. The Company may, at its sole discretion, extend the maturity date for a period of six months with notice to the lender and payment of 25% of the principal amount. At December 31, 2018, the maturity date had been extended to May 31, 2019. On April 1, 2019, the Company utilized its LOC with Jovian to pay off in its entirety the June 8, 2018 Acquisition Note with Blue Sky. |
Related Party Notes Payable -_2
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) (Parenthetical) | Oct. 22, 2018USD ($) | Aug. 17, 2018USD ($)$ / sharesshares | Jun. 08, 2018CAD ($) | Apr. 12, 2018USD ($) | Feb. 09, 2018USD ($) | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018 | |
Payment for related party | $ 156,330 | $ 49,295 | |||||||
Director Convertible Notes [Member] | |||||||||
Aggregate sold for convertible debt | $ 90,000 | ||||||||
Debt interest rate | 12.00% | ||||||||
Debt instrument maturity date | Oct. 17, 2018 | ||||||||
Conversion price per share | $ / shares | $ 0.10 | ||||||||
Payment for related party | $ 60,000 | ||||||||
Proceeds from exercise of warrants | $ 60,000 | ||||||||
Bridge Note Warrants [Member] | |||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||
Warrants, description | The Company agreed to grant warrants to purchase one share of the Company's common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the "Bridge Note Warrants"). | ||||||||
Warrants contractual term | 1 year | ||||||||
Fair value of warrants issued | $ 6,249 | ||||||||
Acquisition Note [Member] | Blue Sky [Member] | |||||||||
Debt interest rate | 9.00% | ||||||||
Debt instrument maturity date | Nov. 30, 2018 | ||||||||
Debt instrument, description | The Company may, at its sole discretion, extend the maturity date for a period of six months with notice to the lender and payment of 25% of the principal amount. | ||||||||
Debt instrument maturity date, description | Extended to May 31, 2019 | ||||||||
Acquisition Note [Member] | Blue Sky [Member] | Canadian Dollars [Member] | |||||||||
Debt instrument face amount | $ 406,181 | ||||||||
Jovian Petroleum Corporation [Member] | |||||||||
Ownership interest | 25.00% | ||||||||
Debt interest rate | [1] | 3.50% | 3.50% | ||||||
Debt instrument maturity date | [1] | Feb. 9, 2019 | Feb. 9, 2019 | ||||||
Jovian Petroleum Corporation [Member] | Revolving Line of Credit Agreement [Member] | |||||||||
Revolving Line of Credit | $ 200,000 | ||||||||
Line of credit facility increase for period | $ 500,000 | ||||||||
Line of credit facility interest rate during period | 3.50% | ||||||||
Revolving Line of Credit, description | The initial agreement was for a period of 6 months and it can be extended for up to 5 additional terms of 6 months each. All amounts advanced pursuant to the LOC will bear interest from the date of advance until paid in full at 3.5% simple interest per annum. Interest will be calculated on a basis of a 360-day year and charged for the actual number of days elapsed. On December 31, 2018 the due date of this LOC was extended until December 31, 2019. | ||||||||
Ivar Siem [Member] | |||||||||
Aggregate sold for convertible debt | $ 20,000 | ||||||||
Debt interest rate | [2] | 12.00% | 12.00% | ||||||
Debt instrument maturity date | [2] | Oct. 17, 2018 | Oct. 17, 2018 | ||||||
Ivar Siem [Member] | Bridge Note Warrants [Member] | |||||||||
Warrant number of shares granted | shares | 20,000 | ||||||||
Leo Womack [Member] | |||||||||
Aggregate sold for convertible debt | $ 60,000 | ||||||||
Debt interest rate | [3] | ||||||||
Debt instrument maturity date, description | [3] | On demand | On demand | ||||||
Leo Womack [Member] | Bridge Note Warrants [Member] | |||||||||
Warrant number of shares granted | shares | 60,000 | ||||||||
Joel Oppenheim [Member] | |||||||||
Aggregate sold for convertible debt | $ 10,000 | ||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||
Warrants contractual term | 3 years | ||||||||
Joel Oppenheim [Member] | Bridge Note Warrants [Member] | |||||||||
Warrant number of shares granted | shares | 10,000 | ||||||||
[1] | On February 9, 2018, the Company entered into a Revolving Line of Credit Agreement ("LOC") for $200,000 (subsequently increased to $500,000 on April 12, 2018) with Jovian Petroleum Corporation ("Jovian"). The CEO of Jovian is Quinten Beasley, our former director (resigned October 31, 2018), and 25% of Jovian is owned by Zel C. Khan, our CEO and director. The initial agreement was for a period of 6 months and it can be extended for up to 5 additional terms of 6 months each. All amounts advanced pursuant to the LOC will bear interest from the date of advance until paid in full at 3.5% simple interest per annum. Interest will be calculated on a basis of a 360-day year and charged for the actual number of days elapsed. Subsequent to period-end this LOC has been extended until December 31, 2020. | ||||||||
[2] | On August 17, 2018, the Company sold an aggregate of $90,000 in convertible promissory notes (the "Director Convertible Notes"), to the Company's directors, Ivar Siem ($20,000) through an entity that he is affiliated with; Leo Womack ($60,000); and Joel Oppenheim ($10,000). The Director Convertible Notes accrue interest at the rate of 12% per annum until paid in full and were due and payable on October 17, 2018. The amount owed may be prepaid at any time without penalty. The outstanding principal and interest owed under the Director Convertible Notes are convertible into common stock of the Company, from time to time, at the option of the holders of the notes, at a conversion price of $0.10 per share. As additional consideration for entering into the notes, the Company agreed to grant warrants to purchase one share of the Company's common stock at an exercise price of $0.10 per share for each dollar loaned pursuant to the Director Convertible Notes (the "Bridge Note Warrants"). The warrants had a contractual life of one year. As such, the Company granted (a) 20,000 Bridge Note Warrants to an entity affiliated with Ivar Siem; (b) 60,000 Bridge Note Warrants to Leo Womack; and (c) 10,000 Bridge Note Warrants to Joel Oppenheim. The Director Convertible Notes contain standard and customary events of default. The Company fair valued the warrants issued using the Black-Scholes Option Pricing Model for a total fair value of $6,249. On October 22, 2018, $60,000 in Director Convertible Notes were settled by offsetting against $60,000 proceeds required for the exercise of warrants. | ||||||||
[3] | Balances are non-interest bearing and due on demand. |
Related Party Notes Payable -_3
Related Party Notes Payable - Schedule of Future Minimum Repayments of Related Party Notes Payable (Details) - Notes Payable Related Party [Member] | Mar. 31, 2019USD ($) |
2019 | $ 560,242 |
2020 | |
2021 | |
2022 | |
2023 | |
Thereafter | |
Future minimum repayments of related party notes payable | $ 560,242 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details Narrative) - Amended and Restated Loan Agreement [Member] | May 18, 2018USD ($)$ / sharesshares |
Warrants to acquire of common stock | shares | 320,000 |
Warrant exercise price | $ / shares | $ 0.10 |
Derivative liability | $ | $ 30,012 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |||
Balance, beginning | $ 37,013 | ||
Additions | 30,012 | ||
Fair value adjustments | 19,075 | 7,001 | |
Balance, ending | $ 17,938 | $ 37,013 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value Assumptions of Derivative Liability (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative liability, expected life | 2 years 1 month 6 days | |
Minimum [Member] | ||
Derivative liability, expected life | 2 years 4 months 24 days | |
Maximum [Member] | ||
Derivative liability, expected life | 3 years | |
Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 2.27 | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 2.48 | |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 2.88 | |
Expected Dividend Rate [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Expected Volatility [Member] | ||
Derivative liability, measurement input | 208 | |
Expected Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 202 | |
Expected Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 293 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Fair value of Asset Retirement Obligations (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum [Member] | |
Inflation rate | 1.92% |
Estimated asset life | 15 years |
Maximum [Member] | |
Inflation rate | 2.15% |
Estimated asset life | 21 years |
Asset Retirement Obligations _2
Asset Retirement Obligations - Schedule of Asset Retirement Obligations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Asset retirement obligations at beginning of period | $ 1,509,622 | $ 473,868 | $ 473,868 |
Additions | 1,313,982 | ||
Accretion expense | 9,479 | 5,639 | 27,971 |
Disposition | (246,263) | ||
Foreign currency translation | 27,285 | (59,936) | |
Asset retirement obligations at end of period | 1,546,386 | 1,509,622 | |
Canadian Properties [Member] | |||
Asset retirement obligations at beginning of period | 1,258,399 | ||
Additions | 1,313,982 | ||
Accretion expense | 3,183 | 4,353 | |
Disposition | |||
Foreign currency translation | 27,285 | (59,936) | |
Asset retirement obligations at end of period | 1,288,867 | 1,258,399 | |
US Properties [Member] | |||
Asset retirement obligations at beginning of period | 251,223 | $ 473,868 | 473,868 |
Additions | |||
Accretion expense | 6,296 | 23,618 | |
Disposition | (246,263) | ||
Foreign currency translation | |||
Asset retirement obligations at end of period | $ 257,519 | $ 251,223 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Feb. 27, 2018 | Nov. 07, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Stock conversion price | $ 0.28 | |||
Preferred stock conversion, description | The value of each dollar of preferred stock (based on a $10 per share price) will convert into 7.1429 common shares (which results in a $0.14 per common share conversion rate). | |||
Cumulative dividends | $ 44,184 | |||
Options, volatility rate | 274.00% | |||
Options, dividend yield | 0.00% | 0.00% | ||
Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding, weighted-average remaining contractual life | 1 year 6 months 3 days | 1 year 8 months 16 days | ||
Warrants outstanding, intrinsic value | $ 1,403 | $ 711,978 | ||
2015 Stock Incentive Plan [Member] | ||||
Class of Stock [Line Items] | ||||
Maximum number of shares can be issued | 40,000,000 | |||
Stock Options [Member] | Bow Energy Ltd [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares granted | 3,500,000 | |||
Options, exercise price | $ 0.12 | |||
Options, expiring date | Feb. 27, 2021 | |||
Fair value of options | $ 1,131,639 | |||
Options, volatility rate | 283.00% | |||
Options, discount rate | 2.42% | |||
Options, dividend yield | 0.00% | |||
Options, expected term | 3 years | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, dividend rate | 9.00% |
Equity - Schedule of Common Sto
Equity - Schedule of Common Stock Purchase Warrants Issued and Outstanding (Details) - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Warrants Outstanding, Beginning balance | 51,066,864 | 35,087,197 |
Warrants Outstanding, Granted | 2,250,000 | 24,829,666 |
Warrants Outstanding, Exercised | (3,910,000) | |
Warrants Outstanding, Expired | (635,000) | (4,940,000) |
Warrants Outstanding, Ending balance | 52,681,864 | 51,066,864 |
Weighted Average Exercise Price, Beginning balance | $ 0.20 | $ 0.24 |
Weighted Average Exercise Price, Granted | 0.10 | 0.11 |
Weighted Average Exercise Price, Exercised | 0.09 | |
Weighted Average Exercise Price, Expired | 0.07 | 0.10 |
Weighted Average Exercise Price, Ending balance | $ 0.20 | $ 0.20 |
Equity - Schedule of Warrants I
Equity - Schedule of Warrants Issuances During Period (Details) - Warrants [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants granted | 2,250,000 | 24,829,666 |
Deferred Salary - CEO, CFO [Member] | ||
Number of Warrants granted | 339,166 | |
Bow Energy Ltd [Member] | ||
Number of Warrants granted | 368,000 | |
Termination Agreement [Member] | ||
Number of Warrants granted | 5,250,000 | |
Financing Agreement [Member] | ||
Number of Warrants granted | 250,000 | 3,810,000 |
Consulting Agreement [Member] | ||
Number of Warrants granted | 2,000,000 | |
Private Placements [Member] | ||
Number of Warrants granted | 5,312,500 | |
Board of Directors and Advisory Board Service [Member] | ||
Number of Warrants granted | 2,000,000 | 7,750,000 |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value of Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Risk-free interest rate | 2.39% | 2.39% |
Expected dividend rate | 0.00% | 0.00% |
Expected volatility | 274.00% | |
Minimum [Member] | ||
Expected life | 2 years | 1 year |
Expected volatility | 274.00% | |
Maximum [Member] | ||
Expected life | 3 years | 3 years |
Expected volatility | 283.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Joel Oppenheim [Member] | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Warrant to purchase of common stock | shares | 250,000 |
Value of warrant to purchase of common stock | $ | $ 15,904 |
Warrrant exercise price | $ / shares | $ 0.10 |
Warrants, term | 3 years |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Long-lived Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenue | $ 819,340 | $ 29,980 | |
Production costs | (696,113) | (75,361) | |
Depreciation, depletion, amortization and accretion | (210,647) | (15,176) | |
Results of operations from producing activities | (87,420) | (60,557) | |
Total long-lived assets | 12,248,541 | $ 12,408,907 | |
Canada [Member] | |||
Revenue | 796,776 | ||
Production costs | (636,239) | ||
Depreciation, depletion, amortization and accretion | (200,351) | ||
Results of operations from producing activities | (39,814) | ||
Total long-lived assets | 1,877,771 | 2,030,090 | |
United States [Member] | |||
Revenue | 22,564 | 29,980 | |
Production costs | (59,874) | (75,361) | |
Depreciation, depletion, amortization and accretion | (10,296) | (15,176) | |
Results of operations from producing activities | (47,606) | $ (60,557) | |
Total long-lived assets | $ 10,370,770 | $ 10,378,817 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Revenues (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenues | $ 819,340 | $ 29,980 |
Customer A [Member] | ||
Total revenues | 796,776 | |
Customer B [Member] | ||
Total revenues | $ 22,564 | $ 29,980 |
Revision of Prior Period Inte_3
Revision of Prior Period Interim Financial Statements - Schedule of Condensed Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Impairment of goodwill | ||
Loss on acquisition of Bow Energy Ltd. | (32,999,330) | |
Net loss | (413,600) | (35,146,405) |
Net loss attributable to common stockholders | $ (457,784) | $ (35,190,411) |
Loss per share - Basic and diluted | $ 0 | $ (0.29) |
Comprehensive loss | $ (469,039) | $ (35,237,058) |
As Reported [Member] | ||
Impairment of goodwill | 27,129,963 | |
Loss on acquisition of Bow Energy Ltd. | ||
Net loss | (29,277,038) | |
Net loss attributable to common stockholders | $ (29,321,044) | |
Loss per share - Basic and diluted | $ (0.24) | |
Comprehensive loss | $ (29,367,691) | |
Adjustment [Member] | ||
Impairment of goodwill | (27,129,963) | |
Loss on acquisition of Bow Energy Ltd. | 32,999,330 | |
Net loss | (5,869,367) | |
Net loss attributable to common stockholders | $ (5,869,367) | |
Loss per share - Basic and diluted | $ (0.05) | |
Comprehensive loss | $ (5,869,367) |
Revision of Prior Period Inte_4
Revision of Prior Period Interim Financial Statements - Schedule of Condensed Consolidated Statement of Changes in Stockholders' Equity (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accumulated deficit | $ (49,989,056) | $ (49,531,272) | $ (46,513,794) | |
Total stockholders' equity | $ 7,562,014 | $ 7,893,469 | 13,216,068 | $ 11,519,486 |
As Reported [Member] | ||||
Accumulated deficit | (40,644,427) | |||
Total stockholders' equity | 19,085,435 | |||
Adjustment [Member] | ||||
Accumulated deficit | (5,869,367) | |||
Total stockholders' equity | $ (5,869,367) |
Revision of Prior Period Inte_5
Revision of Prior Period Interim Financial Statements - Schedule of Consolidated Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net loss | $ (413,600) | $ (35,146,405) |
Impairment of goodwill | ||
Loss on acquisition of Bow Energy Ltd. | (32,999,330) | |
As Reported [Member] | ||
Net loss | (29,277,038) | |
Impairment of goodwill | 27,129,963 | |
Loss on acquisition of Bow Energy Ltd. | ||
Adjustment [Member] | ||
Net loss | (5,869,367) | |
Impairment of goodwill | (27,129,963) | |
Loss on acquisition of Bow Energy Ltd. | $ 32,999,330 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 30, 2020 | Sep. 30, 2019 | Aug. 30, 2019 | Aug. 21, 2019 | Aug. 15, 2019 | Aug. 06, 2019 | Dec. 17, 2019 |
Purchase and Sale Agreement [Member] | Scenario Forecast [Member] | |||||||
Debt payment principal | $ 25,000 | ||||||
Subsequent Event [Member] | |||||||
Warrant to purchase of common stock | 3,750,000 | ||||||
Warrrant exercise price | $ 0.10 | ||||||
Proceeds from private placement | $ 150,000 | ||||||
Number of shares issued | 1,875,000 | ||||||
Warrants, maturity date | Nov. 1, 2020 | ||||||
Subsequent Event [Member] | Director Compensation and Financing Arrangements [Member] | |||||||
Warrant to purchase of common stock | 8,250,000 | ||||||
Warrrant exercise price | $ 0.10 | ||||||
Subsequent Event [Member] | Director Compensation and Financing Arrangements [Member] | Minimum [Member] | |||||||
Warrants, term | 1 year | ||||||
Subsequent Event [Member] | Director Compensation and Financing Arrangements [Member] | Maximum [Member] | |||||||
Warrants, term | 2 years | ||||||
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | |||||||
Leasehold net revenue interest, percentage | 83.00% | ||||||
Working interest, percentage | 100.00% | ||||||
Debt payment principal | $ 355,000 | $ 155,000 | $ 400,000 | ||||
Deposit | $ 20,000 |