Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | May 26, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Petrolia Energy Corp | |
Entity Central Index Key | 0001368637 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 176,991,222 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 72,372 | $ 13,779 |
Accounts receivable | 13,399 | |
Other current assets | 220,572 | 255,180 |
Total current assets | 306,343 | 268,959 |
Oil and gas, on the basis of full cost accounting | ||
Evaluated properties | 12,868,298 | 12,794,285 |
Furniture, equipment & software | 201,110 | 201,110 |
Less accumulated depreciation and depletion | (1,329,357) | (586,488) |
Net property and equipment | 11,740,051 | 12,408,907 |
Other assets | 771,902 | |
Total Assets | 12,818,296 | 12,677,866 |
Current liabilities | ||
Accounts payable | 372,674 | 264,654 |
Accounts payable - related parties | 25,587 | 42,494 |
Accrued liabilities | 716,273 | 608,357 |
Accrued liabilities - related parties | 921,600 | 649,633 |
Notes payable | 390,591 | 335,877 |
Notes payable - related parties | 826,974 | 610,748 |
Total current liabilities | 3,253,699 | 2,511,763 |
Asset retirement obligations | 1,649,451 | 1,509,622 |
Notes payable | 1,536,117 | 725,999 |
Derivative liability | 20,663 | 37,013 |
Total Liabilities | 6,459,930 | 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; 164,548,726 and 162,673,726 shares issued and outstanding | 164,549 | 162,674 |
Additional paid in capital | 57,848,982 | 57,253,595 |
Shares to be issued | 28,500 | |
Accumulated other comprehensive income | (194,355) | 8,273 |
Accumulated deficit | (51,489,509) | (49,531,272) |
Total Stockholders' Equity | 6,358,366 | 7,893,469 |
Total Liabilities and Stockholders' Equity | $ 12,818,296 | $ 12,677,866 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 164,548,726 | 162,673,726 |
Common stock, shares outstanding | 164,548,726 | 162,673,726 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total Revenue | $ 834,321 | $ 655,176 | $ 2,453,665 | $ 708,917 |
Operating expenses | ||||
Lease operating expense | 949,314 | 618,631 | 2,594,457 | 761,511 |
Production tax | 1,765 | 901 | 5,372 | 4,014 |
General and administrative expenses | 360,064 | 692,588 | 1,046,555 | 3,806,341 |
Depreciation, depletion and amortization | 279,816 | 48,393 | 727,644 | 80,307 |
Asset retirement obligation accretion | 46,764 | 7,002 | 101,400 | 18,487 |
Impairment of oil and gas properties | 2,322,255 | 2,322,255 | ||
Impairment of equipment | 13,783 | 13,783 | ||
Total operating expenses | 1,637,723 | 3,703,553 | 4,475,428 | 7,006,698 |
Loss from operations | (803,402) | (3,048,377) | (2,021,763) | (6,297,781) |
Other income (expenses) | ||||
Interest expense | (74,192) | (40,256) | (177,846) | (118,239) |
Gain on sale of assets | 280,000 | |||
Loss on related party debt settlement of accrued salaries | (203,349) | |||
Loss on debt extinguishment | (260,162) | |||
Foreign exchange gain | (17,153) | (1,775) | 34,375 | 67,950 |
Other income | 25,000 | 44,181 | ||
Loss on acquisition and disposition of Bow Energy Ltd. | 3,679,776 | (29,319,554) | ||
Change in fair value of derivative liabilities | (1,414) | (7,524) | 16,350 | (4,357) |
Total other income (expenses) | (67,759) | 3,630,221 | 197,060 | (29,837,711) |
Net loss | (871,161) | 581,844 | (1,824,703) | (36,135,492) |
Series A Preferred Dividends | (44,675) | (45,166) | (133,534) | (134,113) |
Net Loss Attributable to Common Stockholders | (915,836) | 536,678 | (1,958,237) | (36,269,605) |
Other comprehensive income, net of tax | ||||
Foreign currency translation adjustments | 7,138 | (56,015) | (202,628) | (18,858) |
Comprehensive loss attributable to Common Stockholders | $ (908,698) | $ 480,663 | $ (2,160,865) | $ (36,288,463) |
Loss per share | ||||
(Basic and fully diluted) | $ (0.01) | $ 0 | $ (0.01) | $ (0.19) |
Weighted average number of shares of common stock outstanding | 163,509,324 | 220,922,294 | 162,955,319 | 189,234,812 |
Oil and Gas Sales [Member] | ||||
Total Revenue | $ 834,321 | $ 655,176 | $ 2,453,665 | $ 708,917 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 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 income (loss) | (46,647) | (46,647) | |||||
Net loss | (35,146,405) | (36,135,492) | |||||
Balance at Sep. 30, 2018 | $ 199 | $ 222,438 | 59,531,372 | 22,500 | (46,647) | (46,513,794) | 13,216,068 |
Balance, shares at Sep. 30, 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 | |||||
Common shares issued | $ 1,875 | 148,125 | 150,000 | ||||
Common shares issued, shares | 1,875,000 | ||||||
Stock-based compensation | 358,255 | 358,255 | |||||
Stock-based compensation, shares | |||||||
Series A preferred dividends | (133,534) | (133,534) | |||||
Other comprehensive income (loss) | (202,628) | (202,628) | |||||
Warrants issued as financing fees | 50,758 | 50,758 | |||||
Warrants issued for loans | 38,249 | 38,249 | |||||
Stock to be issued | 28,500 | 28,500 | |||||
Net loss | (1,824,703) | (1,824,703) | |||||
Balance at Sep. 30, 2019 | $ 199 | $ 164,549 | $ 57,848,982 | $ 28,500 | $ (194,355) | $ (51,489,509) | $ 6,358,366 |
Balance, shares at Sep. 30, 2019 | 199,100 | 164,548,726 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (871,161) | $ 581,844 | $ (1,824,703) | $ (36,135,492) | |
Adjustment to reconcile net loss to net cash provided by/(used in) operating activities: | |||||
Depletion, depreciation and amortization | 727,644 | 80,307 | |||
Asset retirement obligation accretion | 46,764 | 7,002 | 101,400 | 18,487 | $ 27,971 |
Amortization of debt discount | 8,366 | ||||
Change in fair value of derivative liabilities | (16,350) | 4,357 | |||
Gain on sale of assets | (280,000) | ||||
Bad debt expense | 25,000 | ||||
Warrants issued as financing fees | 50,758 | ||||
Stock-based compensation | 358,255 | 2,689,949 | |||
Impairment of furniture, equipment and software | 13,783 | ||||
Impairment of oil and gas properties | 2,322,255 | 2,322,255 | 2,322,255 | ||
Loss on acquisition and disposition of Bow Energy Ltd. | (32,999,330) | 29,319,554 | |||
Loss on related party debt settlement | 203,349 | ||||
Loss on extinguishment of debt | 260,162 | ||||
Equity settlement finance fee | 76,537 | ||||
Warrant expense related to business combination | 103,632 | ||||
Changes in operating assets and liabilities | |||||
Accounts receivable | 62,368 | (241,701) | |||
Deposits | 240,000 | ||||
Prepaid expenses | 91,413 | (6,823) | |||
Other current assets | (95,000) | ||||
Bank indebtedness | 17,322 | ||||
Accounts payable | 93,021 | 273,541 | |||
Accounts payable - related parties | (16,907) | (6,140) | |||
Accrued liabilities | (25,618) | 295,414 | |||
Accrued liabilities - related parties | 291,967 | (171,792) | |||
Net cash flows from operating activities | (473,386) | (618,299) | |||
Cash Flows from Investing Activities | |||||
Purchase of working interest in Canadian Properties | (932,441) | ||||
Escrow for property purchase | (771,902) | ||||
Net cash disposed of in sale of Bow Energy Ltd. | (4,003) | ||||
Proceeds on sale of NOACK property | 495,000 | ||||
Net cash acquired in acquisition of Bow Energy Ltd. | 3,784 | ||||
Cash flows from investing activities | (276,902) | (932,660) | |||
Cash Flows from Financing Activities | |||||
Proceeds from notes payable | 1,025,000 | 1,000,000 | |||
Repayments on notes payable | (5,286) | (33,835) | |||
Proceeds from related party notes payable | 356,998 | 278,410 | |||
Repayments on related party notes payable | (423,703) | (171,100) | |||
Process from issuance of common stock for exercise of warrant | 179,675 | ||||
Shares to be issued | 28,500 | ||||
Proceed from issuance of common stock | 30,000 | 262,500 | |||
Proceed from issuance of preferred stock | 20,000 | ||||
Cash flows from financing activities | 1,011,509 | 1,535,650 | |||
Changes in foreign exchange rate | (202,628) | (61,906) | |||
Net change in cash | 58,593 | (77,215) | |||
Cash at beginning of period | 13,779 | 82,593 | 82,593 | ||
Cash at end of period | $ 72,372 | $ 5,378 | 72,372 | 5,378 | $ 13,779 |
SUPPLEMENTAL DISCLOSURES | |||||
Interest paid | 60,074 | 25,452 | |||
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 | ||||
Shares cancelled as proceeds in sale of Bow Energy Ltd | 4,956,519 | ||||
Settlement of account payable - related parties for common shares, related party | 102,590 | ||||
Series A preferred dividends accrued | 133,534 | 134,113 | |||
Proceeds from notes payable paid directly by the related party creditor to seller for acquisition of working interests | 313,775 | ||||
Debt discount on warrant issue | 38,249 | ||||
Settlement of accrued liabilities related party for common shares | 17,000 | ||||
Settlement of notes payable related party for common shares | 113,000 | ||||
Debt cancelled in sale of Bow Energy Ltd (Note 5) | 33,144 | ||||
Assumption of note payable by related party | 125,000 | ||||
Note receivable recognized on sale of oil and gas properties | $ 120,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 74,013 — 74,013 As at September 30, 2019 $ 2,517,760 $ 10,350,538 $ 12,868,298 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 Depletion 699,504 12,140 711,644 Foreign currency translation 15,225 — 15,225 As at September 30, 2019 $ 1,128,386 $ 73,691 $ 1,202,077 Net book value as at December 31, 2018 $ 2,030,090 $ 10,288,987 $ 12,319,077 Net book value as at September 30, 2019 $ 1,389,374 $ 10,276,847 $ 11,666,221 On November 1, 2018 the Company sold 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”) to Crossroads Petroleum LLC (“CP”) and Houston Gulf Energy (“HGE”) for $375,000. The terms of this agreement included $260,000 to be paid as a deposit with the balance of $115,000 to be paid by December 31, 2018. On April 15, 2019, the Company foreclosed on the property since CP and HGE did not satisfy all of the contractual payment requirements. On April 15, 2019, the remaining unpaid receivable balance of $120,000 was written off as a loss on sale of property. Note that previous payments of $255,000 were forfeited to the Company and no reimbursement to CP and/or HGE was made. On August 6, 2019, the Company entered into a Purchase and Sale Agreement (“PSA”) for the sale of the same NOACK property with Flowtex Energy LLC. (“FT”). The purchaser agreed to pay $400,000 for the NOACK Assets including a $20,000 deposit that was received on August 15, 2019 and the remaining balance of $380,000 to be received by September 30, 2019. By December 31, 2019, FT had made cumulative payments of $375,000, resulting in a $25,000 account receivable to the Company at September 30, 2019 which is included in other current assets. The $400,000 was recorded as a gain on sale of properties. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 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 September 30, 2019 December 31, 2018 Backhoe loan (i) 2.9 % May 8, 2017 $ 32,600 $ 32,601 Truck loan (ii) 5.49 % January 20, 2022 17,952 23,237 Credit note I (iii) 12 % May 11, 2021 800,000 800,000 Credit note II (iv) 12 % October 17, 2019 346,038 196,038 Credit note III (v) 15 % April 25, 2021 750,000 — Discount on Credit Note III — April 25, 2021 (29,882 ) — M. Hortwitz 10 % October 14, 2016 10,000 10,000 1,926,708 1,061,876 Current portion: (390,591 ) (335,877 ) Long-term notes payable $ 1,536,117 $ 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. (v) On April 25, 2019, the Company entered into a promissory note (an “Acquisition Note”) with a third-party in the amount of $750,000 to acquire working interests in the Utikuma oil field in Alberta Canada. The Note bears interest at 9% per annum and is due in full at maturity on April 25, 2021. No payments are required on the note until maturity while interest is accrued. In addition, warrants to purchase 500,000 shares of common stock with an exercise price of $0.12 per share expiring on May 1, 2021 were issued associated with the note. The fair value of issued warrants were recorded as a debt discount of $38,249 and amortization of $8,366. The notes hold a security guarantee of a 50% working interest in the Utikuma oil field and a 100% working interest in the TLSAU field. On January 15, 2019, the Company entered into a loan agreement in the amount of $125,000 with a third party. The note bore interest at an interest rate of $4% per annum and was to mature on January 15, 2020. On September 30, 2019, Jovian Petroleum Corporation reimbursed the $125,000 to the third party. Consequently, the $125,000 debt balances were transferred into the Jovian LOC and are now included in the $481,266 at December 31, 2019 (see Note 6: Related Party Notes Payable) The following is a schedule of future minimum repayments of notes payable as at September 30: 2020 $ 390,591 2021 7,502 2022 1,528,043 2023 572 Thereafter — $ 1,926,708 |
Related Party Notes Payable
Related Party Notes Payable | 9 Months Ended |
Sep. 30, 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 September 30, 2019 December 31, 2018 Leo Womack (i) — On demand $ — $ 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 167,208 200,333 Jovian Petroleum Corporation (i) — On demand 15,000 15,000 Bow (i) — On demand — 33,144 Jovian Petroleum Corporation (ii) 3.5 % February 9, 2019 481,266 35,210 Ivar Siem (iii) 12 % October 17, 2018 75,000 20,000 Joel Oppenheim (iii) 12 % October 17, 2018 75,000 10,000 Blue Sky Resources Ltd. (iv) 9 % May 31, 2019 — 148,862 $ 826,974 $ 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. Subsequent to period-end this LOC has been extended until December 31, 2020. (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 (an “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 Nine 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. During 2019, $120,000 of related party notes and payables were converted to shares. Specifically, Leo Womack for $ 20,000, Joel Oppenheim for $40,000, Jovian for $40,000 and American Resources for $20,000. See Note 10 for further explanation. The following is a schedule of future minimum repayments of related party notes payable as of September 30, 2019: 2020 $ 826,974 Thereafter — $ 826,974 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Derivative Financial Instruments | 7. DERIVATIVE FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows: ● Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment; ● Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly; and ● Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: September 30, 2019 Level 1 Level 2 Level 3 Total Derivative liabilities — — 20,663 20,663 ARO liabilities — — 1,649,451 1,649,451 December 31, 2018 Derivative liabilities — — 37,013 37,013 ARO liabilities — — 1,509,622 1,509,622 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 adjustment (16,350 ) As at September 30, 2019 $ 20,663 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. September 30, 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 | 9 Months Ended |
Sep. 30, 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 1,313,982 — 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 82,033 19,367 101,400 Foreign currency translation 38,429 — 38,429 Asset retirement obligations, September 30, 2019 $ 1,378,861 $ 270,590 $ 1,649,451 |
Equity
Equity | 9 Months Ended |
Sep. 30, 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 $133,534 were declared for the nine months ended September 30, 2019. Common stock During the nine months ended September 30, 2019, the Company closed private placements for $0.08 per unit for a total of 1,875,000 units and gross proceeds of $150,000 (the “2019 Units”). Each 2019 Unit was comprised of one common share and two warrants entitling the holder to exercise such warrant for one common share for a period of two years from the date of issuance. The warrants have exercise price of $0.10 per share. See additional description of the detail transactions concerning those warrants in Note 10: Related Party Transactions, below. On December 19, 2018, director Joel Martin Oppenheim purchased additional 2019 private placements for $0.08 per unit for a total of 156,250 units with gross proceeds of $12,500. Each 2019 Unit was comprised of one common share and two warrants entitling the holder to exercise such warrant for one common share for a period of two years from the date of issuance. The warrants have exercise price of $0.10 per share. On August 8, 2019, director Joel Martin Oppenheim exercised warrants to purchase 150,000 shares of common stock for cash proceeds of $15,000 at an exercise price of $0.10 per share. The shares were not issued until January 2020. On August 14, 2019, director Joel Martin Oppenheim exercised warrants to purchase 10,000 shares of common stock for cash proceeds of $1,000 at an exercise price of $0.10 per share. The shares were not issued until January 2020. On July 23, 2019, Joel Oppenheim, a related party, purchased 1 unit of the debt private placement with gross proceeds of $12,500. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. The conversion would be for 156,250 shares of common stock and warrants to purchase 312,500 shares of common stock at a price of $0.08 per unit. The warrants fair value was determined to be $15,517 via the Black Sholes Option Pricing Model. Consideration for the purchase was provided though a cash payment of $2,500 as well as the forgiving of an outstanding bridge loan of $10,000. The shares were not issued until January 2020. 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 10,250,000 0.10 Exercised (160,000 ) 0.10 Expired (5,510,526 ) 0.35 Outstanding at September 30, 2019 55,646,337 $ 0.15 As of September 30, 2019, the weighted-average remaining contractual life of warrants outstanding was 1.24 years (December 31, 2018 – 1.71 years). As of September 30, 2019, the intrinsic value of warrants outstanding is $1,750 (December 31, 2018 - $711,978). The table below summarizes warrant issuances during the nine months ended September 30, 2019 and year ended December 31, 2018: September 30, 2019 December 31, 2018 Warrants granted: Board of Directors and Advisory Board service 5,250,000 7,750,000 Private placements 3,750,000 5,312,500 Pursuant to termination agreements — 5,250,000 Pursuant to financing arrangements 1,250,000 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 10,250,000 24,829,666 The warrants 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. September 30, 2019 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 | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS On August 21, 2019, Jovian, a related party, purchased 4 units of the debt private placement with gross proceeds of $50,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. The conversion would be for 625,000 shares of common stock and warrants to purchase 1,250,000 shares of common stock at a price of $0.08 per unit. The warrants fair value was determined to be $62,066 via the Black Sholes Option Pricing Model. Consideration for the purchase was provided though a cash payment and the conversion of the related party’s prior notes payable and accrued payables. On August 21, 2019, Joel Oppenheim, a related party, purchased 4 units of the debt private placement with gross proceeds of $50,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. The conversion would be for 625,000 shares of common stock and warrants to purchase 1,250,000 shares of common stock at a price of $0.08 per unit. The warrants fair value was determined to be $62,066 via the Black Sholes Option Pricing Model. Consideration for the purchase was provided though a cash payment and the conversion of the related party’s prior notes payable and accrued payables. On August 21, 2019, American Resources Offshore, Inc., a related party, purchased 2 units of the debt private placement with gross proceeds of $25,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. The conversion would be for 312,500 shares of common stock and warrants to purchase 625,000 shares of common stock at a price of $0.08 per unit. The warrants fair value was determined to be $31,033 via the Black Sholes Option Pricing Model. Consideration for the purchase was provided though a cash payment and the conversion of the related party’s prior notes payable and accrued payables. On August 21, 2019, Leo Womack, a related party, purchased 2 units of the debt private placement with gross proceeds of $25,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. The conversion would be for 312,500 shares of common stock and warrants to purchase 625,000 shares of common stock at a price of $0.08 per unit. The warrants fair value was determined to be $31,033 via the Black Sholes Option Pricing Model. Consideration for the purchase was provided though a cash payment and the conversion of the related party’s prior notes payable and accrued payables. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 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: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2018 Canada Revenue 802,131 652,151 2,356,003 639,433 Production costs (864,553 ) (553,304 ) (2,357,872 ) (552,599 ) Depreciation, depletion, amortization and accretion (267,769 ) (38,355 ) (699,504 ) (33,201 ) Results of operations from producing activities (330,191 ) 60,492 (706,745 ) 53,633 Total long-lived assets 1,389,374 2,537,675 1,389,374 2,615,096 United States Revenue 32,190 3,025 97,662 69,484 Production costs (86,526 ) (66,228 ) (241,957 ) (212,926 ) Depreciation, depletion, amortization and accretion (12,047 ) (10,038 ) (28,140 ) (47,106 ) Results of operations from producing activities (66,383 ) (73,241 ) (167,063 ) (190,548 ) Total long-lived assets 10,350,677 10,796,719 10,350,677 10,796,719 Total Revenue 834,321 655,176 2,453,665 708,917 Production costs (951,079 ) (619,532 ) (2,599,829 ) (765,525 ) Depreciation, depletion, amortization and accretion (279,816 ) (48,393 ) (727,644 ) (80,307 ) Results of operations from producing activities (396,574 ) (12,749 ) (873,808 ) (136,915 ) Total long-lived assets 11,740,051 13,411,815 11,740,051 13,411,815 The Company’s revenues are derived from the following major customers: Customer A 32,190 3,025 97,662 69,484 Customer B 802,131 652,151 2,356,003 639,433 Total 834,321 655,176 2,453,665 708,917 |
Revision of Prior Period Interi
Revision of Prior Period Interim Financial Statements | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2018 is summarized below: Condensed Consolidated Statement of Operations and Comprehensive Loss Three months ended September 30, 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 September 30, 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS All of the transactions/events mentioned below occurred subsequent to September 30, 2019. The Company entered into a Purchase and Sale Agreement (“PSA”) for the sale of the same NOACK property with Flowtex Energy LLC. (“FT”). The purchaser agreed to pay $400,000 for the NOACK Assets including a $20,000 deposit that was received on August 15, 2019 and the remaining balance of $380,000 to be received by September 30, 2019. By December 31, 2019, FT had made cumulative payments of $375,000, resulting in a $25,000 account receivable to the Company at December 31, 2019 which is included in other current assets. The $400,000 was recorded as a gain on sale of properties. A Company director Joel Martin Oppenheim exercised warrants to purchase 150,000 shares of common stock for cash proceeds of $15,000 at an exercise price of $0.10 per share. These shares were not issued until January 2020. A Company director Joel Martin Oppenheim exercised warrants to purchase 10,000 shares of common stock. Consideration for the exercise price of $1,000 or $0.10 per share was satisfied by forgiving a bridge loan debt outstanding to the holder of $10,000, with no gain or loss recognized. Since the consideration provided was due to a conversion of debt, the debt balance was transferred to the additional paid in capital account. These shares were not issued until January 2020. Effective July 13, 2020, Richard Dole, Joel Oppenheim and Saleem Nizami resigned as Directors on the Board. This reduced the size of the Board from seven to four members, which is helping to streamline the Company. On May 29, 2020, Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 500 bopd of low decline light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company’s Chief Executive Officer, is related to the ownership of Blue Sky. Blue Sky acquired a 100% working interest in the Canadian Property from Vermilion Energy Inc. via Vermilion’s subsidiary Vermilion Resources. The effective date of the acquisition was May 1, 2020. On September 1, 2020, the Board of Directors approved a contractual Employment Agreement between the Company and Mark Allen to appoint him as the new President of the Company. Mr. Allen’s contract term is 6 months, with a cash payment of $90,000 in equal monthly installments of $15,000, including an option to extend. In addition, Mr. Allen is due to receive incentive compensation of 2,000,000 shares of common stock (1,000,000 were issued at signing and the remining shares are yet to be issued). He also is to receive 1,000,000 warrants at $0.08 per share that expire in 36 months and vest over a two-year period. Mr. Allen has been in the oil and gas industry for over 25 years, most recently as Vice President, Oil and Gas Consulting for Wipro Limited, a leading global consulting and information technology services firm. Prior to Wipro Limited, Mr. Allen was Vice President, Exploration and Production Services for SAIC, a Fortune 500 company. On September 16, 2020, Zel C.Khan resigned as a member of the Board to solely focus on his role as the Chief Executive Officer of Petrolia Energy Corporation. Company President Mark Allen, was issued 1,650,000 common shares for exercising warrants at $0.05 per share with cash proceeds of $82,500. The Company signed an Executive Salary Payable Agreement with Zel Khan as the Chief Executive Officer. All of Mr. Khan’s previous salary obligation will be satisfied by the issuance of 1,992,272 shares of the Company, within 15 days of the signed agreement. The Company entered into a promissory note with American Resources for $125,000. The Note bears interest at 10% per annum and is due in full at maturity on June 1, 2020A. In addition, 500,000 shares of common stock were granted in association with the note. Jovian, a related party, purchased 1 unit of the debt private placement with gross proceeds of $12,500. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. The conversion would be for 156,250 shares of common stock and warrants to purchase 312,500 shares of common stock at a price of $0.08 per unit. Jovian converted the debt into shares during 2020. Paul Deputy was reinstated as Interim Chief Financial Officer, signed a Settlement and Mutual Release Agreement. In exchange for releasing the Company for any current, outstanding payroll and/or service-related liability at January 29, 2021, the Company agreed to pay Mr. Deputy $50,000, to be paid in $2,500 monthly increments, starting April 1, 2021. In addition, was issued 250,000 shares of Petrolia common stock. Mark Allen converted $30,000 of unpaid contract wages from early 2020 into 333,333 common shares of common stock at a rate of $0.09 per share. Mark Allen converted a defaulted secured loan of $270,000 that was due on December 15, 2019. The debt was converted at a rate of $0.05 per share and resulted in the issuance of 5,400,000 shares of common stock and 5,400,000 warrants to purchase common stock. The warrants have a strike price of $0.08 per share and expire in 36 months. Between July 1, 2019 and May 10, 2021, 1,000,641 shares of common stock were issued for subscriptions to third parties. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Acquired and 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 74,013 — 74,013 As at September 30, 2019 $ 2,517,760 $ 10,350,538 $ 12,868,298 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 Depletion 699,504 12,140 711,644 Foreign currency translation 15,225 — 15,225 As at September 30, 2019 $ 1,128,386 $ 73,691 $ 1,202,077 Net book value as at December 31, 2018 $ 2,030,090 $ 10,288,987 $ 12,319,077 Net book value as at September 30, 2019 $ 1,389,374 $ 10,276,847 $ 11,666,221 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following table summarizes the Company’s notes payable: Balance at: Interest rate Date of maturity September 30, 2019 December 31, 2018 Backhoe loan (i) 2.9 % May 8, 2017 $ 32,600 $ 32,601 Truck loan (ii) 5.49 % January 20, 2022 17,952 23,237 Credit note I (iii) 12 % May 11, 2021 800,000 800,000 Credit note II (iv) 12 % October 17, 2019 346,038 196,038 Credit note III (v) 15 % April 25, 2021 750,000 — Discount on Credit Note III — April 25, 2021 (29,882 ) — M. Hortwitz 10 % October 14, 2016 10,000 10,000 1,926,708 1,061,876 Current portion: (390,591 ) (335,877 ) Long-term notes payable $ 1,536,117 $ 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. (v) On April 25, 2019, the Company entered into a promissory note (an “Acquisition Note”) with a third-party in the amount of $750,000 to acquire working interests in the Utikuma oil field in Alberta Canada. The Note bears interest at 9% per annum and is due in full at maturity on April 25, 2021. No payments are required on the note until maturity while interest is accrued. In addition, warrants to purchase 500,000 shares of common stock with an exercise price of $0.12 per share expiring on May 1, 2021 were issued associated with the note. The fair value of issued warrants were recorded as a debt discount of $38,249 and amortization of $8,366. The notes hold a security guarantee of a 50% working interest in the Utikuma oil field and a 100% working interest in the TLSAU field. |
Schedule of Future Minimum Repayments of Notes Payable | The following is a schedule of future minimum repayments of notes payable as at September 30: 2020 $ 390,591 2021 7,502 2022 1,528,043 2023 572 Thereafter — $ 1,926,708 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2019 December 31, 2018 Leo Womack (i) — On demand $ — $ 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 167,208 200,333 Jovian Petroleum Corporation (i) — On demand 15,000 15,000 Bow (i) — On demand — 33,144 Jovian Petroleum Corporation (ii) 3.5 % February 9, 2019 481,266 35,210 Ivar Siem (iii) 12 % October 17, 2018 75,000 20,000 Joel Oppenheim (iii) 12 % October 17, 2018 75,000 10,000 Blue Sky Resources Ltd. (iv) 9 % May 31, 2019 — 148,862 $ 826,974 $ 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. Subsequent to period-end this LOC has been extended until December 31, 2020. (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 (an “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 Nine 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 September 30, 2019: 2020 $ 826,974 Thereafter — $ 826,974 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value of Derivative Liabilites | Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: September 30, 2019 Level 1 Level 2 Level 3 Total Derivative liabilities — — 20,663 20,663 ARO liabilities — — 1,649,451 1,649,451 December 31, 2018 Derivative liabilities — — 37,013 37,013 ARO liabilities — — 1,509,622 1,509,622 |
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 adjustment (16,350 ) As at September 30, 2019 $ 20,663 |
Schedule of Fair Value Assumptions of Derivative Liability | Expected life was determined based on historical exercise data of the Company. September 30, 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) | 9 Months Ended |
Sep. 30, 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 1,313,982 — 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 82,033 19,367 101,400 Foreign currency translation 38,429 — 38,429 Asset retirement obligations, September 30, 2019 $ 1,378,861 $ 270,590 $ 1,649,451 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 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 10,250,000 0.10 Exercised (160,000 ) 0.10 Expired (5,510,526 ) 0.35 Outstanding at September 30, 2019 55,646,337 $ 0.15 |
Schedule of Warrants Issuances During Period | The table below summarizes warrant issuances during the nine months ended September 30, 2019 and year ended December 31, 2018: September 30, 2019 December 31, 2018 Warrants granted: Board of Directors and Advisory Board service 5,250,000 7,750,000 Private placements 3,750,000 5,312,500 Pursuant to termination agreements — 5,250,000 Pursuant to financing arrangements 1,250,000 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 10,250,000 24,829,666 |
Schedule of Fair Value of Assumptions | The warrants 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. September 30, 2019 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) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Result of Operation from Production Activity | 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: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2018 Canada Revenue 802,131 652,151 2,356,003 639,433 Production costs (864,553 ) (553,304 ) (2,357,872 ) (552,599 ) Depreciation, depletion, amortization and accretion (267,769 ) (38,355 ) (699,504 ) (33,201 ) Results of operations from producing activities (330,191 ) 60,492 (706,745 ) 53,633 Total long-lived assets 1,389,374 2,537,675 1,389,374 2,615,096 United States Revenue 32,190 3,025 97,662 69,484 Production costs (86,526 ) (66,228 ) (241,957 ) (212,926 ) Depreciation, depletion, amortization and accretion (12,047 ) (10,038 ) (28,140 ) (47,106 ) Results of operations from producing activities (66,383 ) (73,241 ) (167,063 ) (190,548 ) Total long-lived assets 10,350,677 10,796,719 10,350,677 10,796,719 Total Revenue 834,321 655,176 2,453,665 708,917 Production costs (951,079 ) (619,532 ) (2,599,829 ) (765,525 ) Depreciation, depletion, amortization and accretion (279,816 ) (48,393 ) (727,644 ) (80,307 ) Results of operations from producing activities (396,574 ) (12,749 ) (873,808 ) (136,915 ) Total long-lived assets 11,740,051 13,411,815 11,740,051 13,411,815 |
Schedule of Revenues Derived from Major Customers | The Company’s revenues are derived from the following major customers: Customer A 32,190 3,025 97,662 69,484 Customer B 802,131 652,151 2,356,003 639,433 Total 834,321 655,176 2,453,665 708,917 |
Revision of Prior Period Inte_2
Revision of Prior Period Interim Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 September 30, 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 |
Evaluated Properties (Details N
Evaluated Properties (Details Narrative) - NOACK [Member] - USD ($) | Apr. 15, 2019 | Nov. 01, 2018 | Sep. 30, 2019 | Aug. 15, 2019 | Aug. 06, 2019 | Dec. 31, 2018 |
Purchase and Sale Agreement [Member] | FlowTex Energy L.L.C. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from NOACK sale | $ 375,000 | |||||
Deposit | 380,000 | $ 20,000 | ||||
Receivable for the sale | 25,000 | |||||
Purchase of asset | $ 400,000 | |||||
Gain on sale of properties | $ 400,000 | |||||
Crossroads Petroleum L.L.C. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Leasehold net revenue interest, percentage | 83.00% | |||||
Percentage of working interest acquired | 100.00% | |||||
Proceeds from NOACK sale | $ 375,000 | |||||
Deposit | $ 260,000 | $ 115,000 | ||||
Receivable for the sale | $ 120,000 | |||||
Payments for previous acquisitions forfeited | $ 255,000 |
Evaluated Properties - Schedule
Evaluated Properties - Schedule of Acquired and Current Properties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||
Cost, Beginning balance | $ 12,794,285 | $ 14,312,580 | $ 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 | 74,013 | (116,451) | |||
Cost, Ending balance | $ 12,868,298 | 12,868,298 | 12,794,285 | ||
Accumulated depletion, Beginning balance | 475,208 | 1,068,795 | 1,068,795 | ||
Accumulated depletion, Dispositions | (3,340,779) | ||||
Accumulated depletion, Impairment of oil and gas properties | $ 2,322,255 | 2,322,255 | 2,322,255 | ||
Accumulated depletion, Depletion | 711,644 | 447,002 | |||
Accumulated depletion, Foreign currency translation | 15,225 | (22,065) | |||
Accumulated depletion, Ending balance | 1,202,077 | 1,202,077 | 475,208 | ||
Net book value as at ending balance | 11,666,221 | 11,666,221 | 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 | 74,013 | (116,451) | |||
Cost, Ending balance | 2,517,760 | 2,517,760 | 2,443,747 | ||
Accumulated depletion, Beginning balance | 413,657 | ||||
Accumulated depletion, Dispositions | |||||
Accumulated depletion, Impairment of oil and gas properties | |||||
Accumulated depletion, Depletion | 699,504 | 435,722 | |||
Accumulated depletion, Foreign currency translation | 15,225 | (22,065) | |||
Accumulated depletion, Ending balance | 1,128,386 | 1,128,386 | 413,657 | ||
Net book value as at ending balance | 1,389,374 | 1,389,374 | 2,030,090 | ||
US Properties [Member] | |||||
Business Acquisition [Line Items] | |||||
Cost, Beginning balance | 10,350,538 | 14,312,580 | 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 | 10,350,538 | ||
Accumulated depletion, Beginning balance | 61,551 | $ 1,068,795 | 1,068,795 | ||
Accumulated depletion, Dispositions | (3,340,779) | ||||
Accumulated depletion, Impairment of oil and gas properties | 2,322,255 | ||||
Accumulated depletion, Depletion | 12,140 | 11,280 | |||
Accumulated depletion, Foreign currency translation | |||||
Accumulated depletion, Ending balance | 73,691 | 73,691 | 61,551 | ||
Net book value as at ending balance | $ 10,276,847 | $ 10,276,847 | $ 10,288,987 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 30, 2019 | Jan. 15, 2019 | Sep. 17, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Reimbursed to third party | $ 423,703 | $ 171,100 | |||||
Notes payable | $ 390,591 | 390,591 | $ 335,877 | ||||
Third Party [Member] | Jovian Petroleum Corporation [Member] | |||||||
Reimbursed to third party | 125,000 | ||||||
Notes payable | $ 125,000 | $ 125,000 | $ 481,266 | ||||
Loan Agreement [Member] | |||||||
Debt face amount | $ 200,000 | ||||||
Debt interest rate | 12.00% | ||||||
Debt maturity date | Oct. 17, 2019 | ||||||
Loan Agreement [Member] | Third Party [Member] | |||||||
Debt face amount | $ 125,000 | ||||||
Debt interest rate | 4.00% | ||||||
Debt maturity date | Jan. 15, 2020 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Dec. 31, 2018 | Jan. 06, 2017 | ||||
Note payable | $ 1,926,708 | $ 1,061,876 | ||||
Current portion: | (390,591) | (335,877) | ||||
Long-term notes payable | $ 1,536,117 | $ 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] | $ 17,952 | $ 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] | $ 346,038 | $ 196,038 | |||
Credit Note III [Member] | ||||||
Interest rate | [5] | 15.00% | 15.00% | |||
Date of maturity | [5] | Apr. 25, 2021 | Apr. 25, 2021 | |||
Note payable | [5] | $ 750,000 | ||||
Discount Credit Note III [Member] | ||||||
Interest rate | ||||||
Date of maturity | Apr. 25, 2021 | Apr. 25, 2021 | ||||
Note payable | ||||||
Discount on credit note III | $ (29,882) | |||||
[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. | |||||
[5] | On April 25, 2019, the Company entered into a promissory note (an "Acquisition Note") with a third-party in the amount of $750,000 to acquire working interests in the Utikuma oil field in Alberta Canada. The Note bears interest at 9% per annum and is due in full at maturity on April 25, 2021. No payments are required on the note until maturity while interest is accrued. In addition, warrants to purchase 500,000 shares of common stock with an exercise price of $0.12 per share expiring on May 1, 2021 were issued associated with the note. The fair value of issued warrants were recorded as a debt discount of $38,249 and amortization of $8,366. The notes hold a security guarantee of a 50% working interest in the Utikuma oil field and a 100% working interest in the TLSAU field. |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Apr. 25, 2019USD ($)$ / sharesshares | Sep. 17, 2018USD ($) | May 18, 2018$ / sharesshares | May 09, 2018USD ($)a$ / sharesshares | Jan. 06, 2017USD ($) | May 08, 2014USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | ||||
Notes payable current | $ 390,591 | $ 390,591 | $ 335,877 | |||||||||||
Number of common stock issued, value | $ 20,000 | |||||||||||||
Loss on extinguishment of debt | (260,162) | |||||||||||||
Debt obligation | 1,926,708 | 1,926,708 | $ 1,061,876 | |||||||||||
Amortization | $ 8,366 | |||||||||||||
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% | |||||||||||||
Acquisition Note [Member] | ||||||||||||||
Debt face amount | $ 750,000 | |||||||||||||
Debt interest rate | 9.00% | |||||||||||||
Debt maturity date | Apr. 25, 2021 | |||||||||||||
Warrant to purchase common stock | shares | 500,000 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 0.12 | |||||||||||||
Debt discount | $ 38,249 | |||||||||||||
Amortization | $ 8,366 | |||||||||||||
Working interest description | The notes hold a security guarantee of a 50% working interest in the Utikuma oil field and a 100% working interest in the TLSAU field. | |||||||||||||
Backhoe Loan [Member] | ||||||||||||||
Debt interest rate | [1] | 2.90% | 2.90% | 2.90% | ||||||||||
Debt maturity date | [1] | May 8, 2017 | May 8, 2017 | |||||||||||
Debt obligation | [1] | $ 32,600 | $ 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] | 5.49% | [2] | |||||||
Payments of principal and interest amount | $ 683 | |||||||||||||
Debt maturity date | [2] | Jan. 20, 2022 | Jan. 20, 2022 | |||||||||||
Debt obligation | [2] | $ 17,952 | $ 17,952 | $ 23,237 | ||||||||||
Credit Note I [Member] | ||||||||||||||
Debt interest rate | [3] | 12.00% | 12.00% | 12.00% | ||||||||||
Debt maturity date | [3] | May 11, 2021 | May 11, 2021 | |||||||||||
Debt obligation | [3] | $ 800,000 | $ 800,000 | $ 800,000 | ||||||||||
Credit Note I [Member] | Luseland, Hearts Hill and Cuthbert Fields [Member] | ||||||||||||||
Increase in loan amount | $ 800,000 | |||||||||||||
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 | |||||||||||||
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 | |||||||||||||
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 $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky Resources Ltd. ("Blue Sky"). |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Minimum Repayments of Notes Payable (Details) - Note Payable [Member] | Sep. 30, 2019USD ($) |
2020 | $ 390,591 |
2021 | 7,502 |
2022 | 1,528,043 |
2023 | 572 |
Thereafter | |
Future minimum repayments of notes payable | $ 1,926,708 |
Related Party Notes Payable (De
Related Party Notes Payable (Details Narrative) - Related Party Notes and Payables [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt conversion amount | $ 120,000 |
Leo Womack [Member] | |
Debt conversion amount | 20,000 |
Joel Oppenheim [Member] | |
Debt conversion amount | 40,000 |
Jovian Petroleum Corporation [Member] | |
Debt conversion amount | 40,000 |
American Resource Offshore Inc. [Member] | |
Debt conversion amount | $ 20,000 |
Related Party Notes Payable - S
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | ||
Related party notes Payable | $ 826,974 | $ 610,748 | |
Leo Womack [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 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 [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 167,208 | $ 200,333 |
Jovian Petroleum Corporation [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 15,000 | $ 15,000 |
Bow [Member] | |||
Interest rate | [1] | ||
Date of maturity, description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 33,144 | |
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] | $ 481,266 | $ 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] | $ 75,000 | $ 20,000 |
Joel Oppenheim [Member] | |||
Interest rate | [3] | 12.00% | 12.00% |
Date of maturity | [3] | Oct. 17, 2018 | Oct. 17, 2018 |
Related party notes Payable | [3] | $ 75,000 | $ 10,000 |
Blue Sky Resources Ltd [Member] | |||
Interest rate | [4] | 9.00% | 9.00% |
Date of maturity | [4] | May 31, 2019 | May 31, 2019 |
Related party notes Payable | [4] | $ 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 (an "Acquisition Note") with Blue Sky in the amount of CAD$406,181. The Note bears interest at 9% per annum and is due in full at maturity on November 30, 2018. The Company may, at its sole discretion, extend the maturity date for a period of Nine months with notice to the lender and payment of 25% of the principal amount. At December 31, 2018, the maturity date had been extended to May 31, 2019. On April 1, 2019, the Company utilized its LOC with Jovian to pay off in its entirety the June 8, 2018 Acquisition Note with Blue Sky. |
Related Party Notes Payable -_2
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) (Parenthetical) | Aug. 08, 2019USD ($)$ / shares | Oct. 22, 2018USD ($) | Aug. 17, 2018USD ($)$ / sharesshares | Jun. 08, 2018CAD ($) | Apr. 12, 2018USD ($) | Feb. 09, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018 | |
Payment for related party | $ 423,703 | $ 171,100 | ||||||||
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 Nine 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. Subsequent to period-end this LOC has been extended until December 31, 2020. | |||||||||
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 | |||||||||
Proceeds from exercise of warrants | $ 15,000 | |||||||||
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 $60,000 proceeds required for the exercise of warrants. | |||||||||
[3] | Balances are non-interest bearing and due on demand. |
Related Party Notes Payable -_3
Related Party Notes Payable - Schedule of Future Minimum Repayments of Related Party Notes Payable (Details) - Notes Payable Related Party [Member] | Sep. 30, 2019USD ($) |
2020 | $ 826,974 |
Thereafter | |
Future minimum repayments of related party notes payable | $ 826,974 |
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 Instrument - Schedule of Fair Value of Derivative Liabilites (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 20,663 | $ 37,013 | |
ARO liabilities | 1,649,451 | 1,509,622 | $ 473,868 |
Level 1 [Member] | |||
Derivative liabilities | |||
ARO liabilities | |||
Level 2 [Member] | |||
Derivative liabilities | |||
ARO liabilities | |||
Level 3 [Member] | |||
Derivative liabilities | 20,663 | 37,013 | |
ARO liabilities | $ 1,649,451 | $ 1,509,622 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |||||
Balance, beginning | $ 37,013 | ||||
Additions | 30,012 | ||||
Fair value adjustments | $ 1,414 | $ 7,524 | (16,350) | $ 4,357 | 7,001 |
Balance, ending | $ 20,663 | $ 20,663 | $ 37,013 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Fair Value Assumptions of Derivative Liability (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Asset retirement obligations at beginning of period | $ 1,509,622 | $ 473,868 | $ 473,868 | ||
Additions | 1,313,982 | ||||
Accretion expense | $ 46,764 | $ 7,002 | 101,400 | 18,487 | 27,971 |
Disposition | (246,263) | ||||
Foreign currency translation | 38,429 | (59,936) | |||
Asset retirement obligations at end of period | 1,649,451 | 1,649,451 | 1,509,622 | ||
Canadian Properties [Member] | |||||
Asset retirement obligations at beginning of period | 1,258,399 | ||||
Additions | 1,313,982 | ||||
Accretion expense | 82,033 | 4,353 | |||
Disposition | |||||
Foreign currency translation | 38,429 | (59,936) | |||
Asset retirement obligations at end of period | 1,378,861 | 1,378,861 | 1,258,399 | ||
US Properties [Member] | |||||
Asset retirement obligations at beginning of period | 251,223 | $ 473,868 | 473,868 | ||
Additions | |||||
Accretion expense | 19,367 | 23,618 | |||
Disposition | (246,263) | ||||
Foreign currency translation | |||||
Asset retirement obligations at end of period | $ 270,590 | $ 270,590 | $ 251,223 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Aug. 14, 2019 | Aug. 08, 2019 | Jul. 23, 2019 | Dec. 19, 2018 | Feb. 27, 2018 | Nov. 07, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | 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 | $ 133,534 | ||||||||
Fair Value of Warrants | $ 103,632 | ||||||||
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 2 months 27 days | 1 year 8 months 16 days | |||||||
Warrants outstanding, intrinsic value | $ 1,750 | $ 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 | ||||||||
Joel Oppenheim [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued price per share | $ 0.08 | ||||||||
Number of common stock issued | 1 | ||||||||
Gross proceeds from private placement | $ 12,500 | ||||||||
Warrant exercise price | $ 0.10 | ||||||||
Warrants purchase | 150,000 | 312,500 | |||||||
Proceeds from exercise of warrants | $ 15,000 | ||||||||
Debt forgiveness | $ 2,500 | ||||||||
Debt Conversion, Shares | 156,250 | ||||||||
Fair Value of Warrants | $ 15,517 | ||||||||
Bridge loan | $ 10,000 | ||||||||
Joel Oppenheim [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price | $ 0.10 | ||||||||
Proceeds from exercise of warrants | $ 1,000 | ||||||||
Debt forgiveness | $ 10,000 | ||||||||
Private Placements [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued price per share | $ 0.08 | ||||||||
Number of common stock issued | 1,875,000 | ||||||||
Gross proceeds from private placement | $ 150,000 | ||||||||
Stock and warrant issued shares description | Each 2019 Unit was comprised of one common share and two warrants entitling the holder to exercise such warrant for one common share for a period of two years from the date of issuance. | ||||||||
Warrant exercise price | $ 0.10 | ||||||||
2019 Private Placements [Member] | Joel Oppenheim [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued price per share | $ 0.08 | ||||||||
Number of common stock issued | 156,250 | ||||||||
Gross proceeds from private placement | $ 12,500 | ||||||||
Stock and warrant issued shares description | Each 2019 Unit was comprised of one common share and two warrants entitling the holder to exercise such warrant for one common share for a period of two years from the date of issuance. | ||||||||
Warrant exercise price | $ 0.10 | ||||||||
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) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||
Warrants Outstanding, Beginning balance | 51,066,864 | 35,087,197 |
Warrants Outstanding, Granted | 10,250,000 | 24,829,666 |
Warrants Outstanding, Exercised | (160,000) | (3,910,000) |
Warrants Outstanding, Expired | (5,510,526) | (4,940,000) |
Warrants Outstanding, Ending balance | 55,646,337 | 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 | 0.10 | 0.09 |
Weighted Average Exercise Price, Expired | 0.35 | 0.10 |
Weighted Average Exercise Price, Ending balance | $ 0.15 | $ 0.20 |
Equity - Schedule of Warrants I
Equity - Schedule of Warrants Issuances During Period (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of Warrants granted | 10,250,000 | 24,829,666 |
Warrants [Member] | ||
Number of Warrants granted | 10,250,000 | 24,829,666 |
Warrants [Member] | Deferred Salary - CEO, CFO [Member] | ||
Number of Warrants granted | 339,166 | |
Warrants [Member] | Bow Energy Ltd [Member] | ||
Number of Warrants granted | 368,000 | |
Warrants [Member] | Termination Agreement [Member] | ||
Number of Warrants granted | 5,250,000 | |
Warrants [Member] | Financing Agreement [Member] | ||
Number of Warrants granted | 1,250,000 | 3,810,000 |
Warrants [Member] | Consulting Agreement [Member] | ||
Number of Warrants granted | 2,000,000 | |
Warrants [Member] | Private Placements [Member] | ||
Number of Warrants granted | 3,750,000 | 5,312,500 |
Warrants [Member] | Board of Directors and Advisory Board Service [Member] | ||
Number of Warrants granted | 5,250,000 | 7,750,000 |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value of Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 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) - USD ($) | Aug. 21, 2019 | Jul. 23, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Fair value of warrants | $ 103,632 | |||
Jovian Petroleum Corporation [Member] | Debt Private Placement [Member] | ||||
Proceeds from issuance of debt | $ 50,000 | |||
O | On August 21, 2019, Jovian, a related party, purchased 4 units of the debt private placement with gross proceeds of $50,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. | |||
Warrant to purchase upon conversion | 1,250,000 | |||
Share price | $ 0.08 | |||
Jovian Petroleum Corporation [Member] | Debt Private Placement [Member] | Common Stock [Member] | ||||
Number of shares issued upon conversion | 625,000 | |||
Fair value of warrants | $ 62,066 | |||
Joel Oppenheim [Member] | ||||
Number of shares issued upon conversion | 156,250 | |||
Fair value of warrants | $ 15,517 | |||
Joel Oppenheim [Member] | Debt Private Placement [Member] | ||||
Proceeds from issuance of debt | $ 50,000 | |||
O | On August 21, 2019, Joel Oppenheim, a related party, purchased 4 units of the debt private placement with gross proceeds of $50,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. | |||
Warrant to purchase upon conversion | 1,250,000 | |||
Share price | $ 0.08 | |||
Joel Oppenheim [Member] | Debt Private Placement [Member] | Common Stock [Member] | ||||
Number of shares issued upon conversion | 625,000 | |||
Fair value of warrants | $ 62,066 | |||
American Resource Offshore Inc. [Member] | Debt Private Placement [Member] | ||||
Proceeds from issuance of debt | $ 25,000 | |||
O | On August 21, 2019, American Resources Offshore, Inc., a related party, purchased 2 units of the debt private placement with gross proceeds of $25,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. | |||
Warrant to purchase upon conversion | 625,000 | |||
Share price | $ 0.08 | |||
American Resource Offshore Inc. [Member] | Debt Private Placement [Member] | Common Stock [Member] | ||||
Number of shares issued upon conversion | 312,500 | |||
Fair value of warrants | $ 31,033 | |||
Leo Womack [Member] | Debt Private Placement [Member] | ||||
Proceeds from issuance of debt | $ 25,000 | |||
O | On August 21, 2019, Leo Womack, a related party, purchased 2 units of the debt private placement with gross proceeds of $25,000. At maturity, the holder has the option to either collect the principal or convert the balance into shares/warrants. | |||
Warrant to purchase upon conversion | 625,000 | |||
Share price | $ 0.08 | |||
Leo Womack [Member] | Debt Private Placement [Member] | Common Stock [Member] | ||||
Number of shares issued upon conversion | 312,500 | |||
Fair value of warrants | $ 31,033 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Result of Operation from Production Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenue | $ 834,321 | $ 655,176 | $ 2,453,665 | $ 708,917 | |
Production costs | (951,079) | (619,532) | (2,599,829) | (765,525) | |
Depreciation, depletion, amortization and accretion | (279,816) | (48,393) | (727,644) | (80,307) | |
Results of operations from producing activities | (396,574) | (12,749) | (873,808) | (136,915) | |
Total long-lived assets | 11,740,051 | 13,411,815 | 11,740,051 | 13,411,815 | $ 12,408,907 |
Canada [Member] | |||||
Revenue | 802,131 | 652,151 | 2,356,003 | 639,433 | |
Production costs | (864,553) | (553,304) | (2,357,872) | (552,599) | |
Depreciation, depletion, amortization and accretion | (267,769) | (38,355) | (699,504) | (33,201) | |
Results of operations from producing activities | (330,191) | 60,492 | (706,745) | 53,633 | |
Total long-lived assets | 1,389,374 | 2,615,096 | 1,389,374 | 2,615,096 | |
United States [Member] | |||||
Revenue | 32,190 | 3,025 | 97,662 | 69,484 | |
Production costs | (86,526) | (66,228) | (241,957) | (212,926) | |
Depreciation, depletion, amortization and accretion | (12,047) | (10,038) | (28,140) | (47,106) | |
Results of operations from producing activities | (66,383) | (73,241) | (167,063) | (190,548) | |
Total long-lived assets | $ 10,350,677 | $ 10,796,719 | $ 10,350,677 | $ 10,796,719 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Revenues Derived from Major Customers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 834,321 | $ 655,176 | $ 2,453,665 | $ 708,917 |
Customer A [Member] | ||||
Revenue | 32,190 | 3,025 | 97,662 | 69,484 |
Customer B [Member] | ||||
Revenue | $ 802,131 | $ 652,151 | $ 2,356,003 | $ 639,433 |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Impairment of goodwill | ||||
Loss on acquisition of Bow Energy Ltd. | 32,999,330 | $ (29,319,554) | ||
Net loss | $ (871,161) | 581,844 | (1,824,703) | (36,135,492) |
Net loss attributable to common stockholders | $ (915,836) | $ 536,678 | $ (1,958,237) | $ (36,269,605) |
Loss per share - Basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.19) |
Comprehensive loss | $ (908,698) | $ 480,663 | $ (2,160,865) | $ (36,288,463) |
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 ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accumulated deficit | $ (51,489,509) | $ (49,531,272) | $ (46,513,794) | |
Total stockholders' equity | $ 6,358,366 | $ 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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net loss | $ (871,161) | $ 581,844 | $ (1,824,703) | $ (36,135,492) |
Impairment of goodwill | ||||
Loss on acquisition of Bow Energy Ltd. | 32,999,330 | $ (29,319,554) | ||
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) | Mar. 30, 2021USD ($)$ / sharesshares | Jan. 29, 2021USD ($)shares | Jan. 11, 2021USD ($)$ / sharesshares | Dec. 15, 2020USD ($)$ / sharesshares | Sep. 02, 2020USD ($)$ / sharesshares | May 29, 2020a | Aug. 15, 2019USD ($) | Aug. 14, 2019USD ($)$ / shares | Aug. 08, 2019USD ($)$ / sharesshares | Jul. 23, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018shares | Dec. 31, 2019USD ($) | May 10, 2021shares | Dec. 31, 2018 | |
Proceeds from 2nd NOACK sale | $ 495,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of stock issued related to compensation | shares | 600,000 | |||||||||||||||
Number of common stock issued | shares | ||||||||||||||||
Private Placements [Member] | ||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.10 | |||||||||||||||
Number of common stock issued | shares | 1,875,000 | |||||||||||||||
Gross proceeds from private placement | $ 150,000 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 0.08 | |||||||||||||||
Joel Oppenheim [Member] | ||||||||||||||||
Warrants to purchase common stock | shares | 150,000 | 312,500 | ||||||||||||||
Proceeds from exercise of warrants | $ 15,000 | |||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.10 | |||||||||||||||
Debt forgiveness | $ 2,500 | |||||||||||||||
Number of common stock issued | shares | 1 | |||||||||||||||
Gross proceeds from private placement | $ 12,500 | |||||||||||||||
Debt Conversion, Shares | shares | 156,250 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 0.08 | |||||||||||||||
Joel Oppenheim [Member] | ||||||||||||||||
Proceeds from exercise of warrants | $ 1,000 | |||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.10 | |||||||||||||||
Debt forgiveness | $ 10,000 | |||||||||||||||
Mark Allen [Member] | ||||||||||||||||
Warrants to purchase common stock | shares | 1,650,000 | |||||||||||||||
Proceeds from exercise of warrants | $ 82,500 | |||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | |||||||||||||||
Jovian Petroleum Corporation [Member] | ||||||||||||||||
Debt instrument, interest rate | [1] | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Business combination, control obtained description | On May 29, 2020, Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 500 bopd of low decline light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company's Chief Executive Officer, is related to the ownership of Blue Sky. Blue Sky acquired a 100% working interest in the Canadian Property from Vermilion Energy Inc. via Vermilion's subsidiary Vermilion Resources. The effective date of the acquisition was May 1, 2020. | |||||||||||||||
Working interest percentage | 50.00% | |||||||||||||||
Number of acres | a | 28,000 | |||||||||||||||
Common stock issued for subscriptions to third parties | shares | 1,000,641 | |||||||||||||||
Subsequent Event [Member] | Mark Allen [Member] | ||||||||||||||||
Warrants to purchase common stock | shares | 5,400,000 | |||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.08 | |||||||||||||||
Compensation to be paid | $ 30,000 | |||||||||||||||
Warrants expiration term | 36 months | |||||||||||||||
Debt maturity date | Dec. 15, 2019 | |||||||||||||||
Number of common stock issued | shares | 333,333 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 0.09 | |||||||||||||||
Secured loan | $ 270,000 | |||||||||||||||
Debt instrument, conversion price | $ / shares | $ 0.05 | |||||||||||||||
Subsequent Event [Member] | Mark Allen [Member] | Common Stock [Member] | ||||||||||||||||
Debt Conversion, Shares | shares | 5,400,000 | |||||||||||||||
Subsequent Event [Member] | American Resource Offshore Inc. [Member] | ||||||||||||||||
Debt principal payment | $ 125,000 | |||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Debt maturity date | Jun. 1, 2020 | |||||||||||||||
Number of common stock issued | shares | 500,000 | |||||||||||||||
Subsequent Event [Member] | Jovian Petroleum Corporation [Member] | Private Placements [Member] | ||||||||||||||||
Warrants to purchase common stock | shares | 312,500 | |||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.08 | |||||||||||||||
Number of common stock issued | shares | 1 | |||||||||||||||
Gross proceeds from private placement | $ 12,500 | |||||||||||||||
Debt Conversion, Shares | shares | 156,250 | |||||||||||||||
Blue Sky Resources Ltd [Member] | Subsequent Event [Member] | ||||||||||||||||
Working interest percentage | 100.00% | |||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Mark Allen [Member] | ||||||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | |||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.08 | |||||||||||||||
Compensation to be paid | $ 90,000 | |||||||||||||||
Description on agreement terms | Mr. Allen's contract term is 6 months, with a cash payment of $90,000 in equal monthly installments of $15,000, including an option to extend. In addition, Mr. Allen is due to receive incentive compensation of 2,000,000 shares of common stock (1,000,000 were issued at signing and the remining shares are yet to be issued). He also is to receive 1,000,000 warrants at $0.08 per share that expire in 36 months and vest over a two-year period. | |||||||||||||||
Warrants expiration term | 36 months | |||||||||||||||
Warrants vesting period | 2 years | |||||||||||||||
Number of stock issued related to compensation | shares | 2,000,000 | |||||||||||||||
Executive Salary Payable Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||
Description on agreement terms | All of Mr. Khan's previous salary obligation will be satisfied by the issuance of 1,992,272 shares of the Company, within 15 days of the signed agreement. | |||||||||||||||
Number of stock issued related to compensation | shares | 1,992,272 | |||||||||||||||
Settlement and Mutual Release Agreement [Member] | Subsequent Event [Member] | Paul Deputy [Member] | ||||||||||||||||
Compensation to be paid | $ 50,000 | |||||||||||||||
Description on agreement terms | In exchange for releasing the Company for any current, outstanding payroll and/or service-related liability at January 29, 2021, the Company agreed to pay Mr. Deputy $50,000, to be paid in $2,500 monthly increments, starting April 1, 2021. In addition, he was to be issued 250,000 shares of Petrolia common stock. | |||||||||||||||
Number of shares to be issued | shares | 250,000 | |||||||||||||||
NOACK [Member] | Purchase and Sale Agreement [Member] | FlowTex Energy L.L.C. [Member] | ||||||||||||||||
Debt principal payment | $ 400,000 | |||||||||||||||
Deposit | $ 20,000 | $ 380,000 | ||||||||||||||
Receivable for the sale | 25,000 | |||||||||||||||
Gain on sale of properties | $ 400,000 | |||||||||||||||
NOACK [Member] | Purchase and Sale Agreement [Member] | FlowTex Energy L.L.C. [Member] | Subsequent Event [Member] | ||||||||||||||||
Proceeds from 2nd NOACK sale | $ 375,000 | |||||||||||||||
Receivable for the sale | 25,000 | |||||||||||||||
Gain on sale of properties | $ 400,000 | |||||||||||||||
[1] | Balances are non-interest bearing and due on demand. |