Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Petrolia Energy Corp | |
Entity Central Index Key | 0001368637 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
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 | 176,988,322 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 6,874 | $ 34,513 |
Accounts receivable | 5,000 | 5,000 |
Other current assets | 39,443 | |
Other current assets - related parties | 484,864 | 135,195 |
Total current assets | 536,181 | 174,708 |
Oil and gas, on the basis of full cost accounting | ||
Evaluated properties | 11,355,742 | 12,913,972 |
Furniture, equipment & software | 201,110 | 201,110 |
Less accumulated depreciation and depletion | (2,502,963) | (1,663,994) |
Net property and equipment | 9,053,889 | 11,451,088 |
Other assets | 572,585 | 944,055 |
Total Assets | 10,162,655 | 12,569,851 |
Current liabilities | ||
Accounts payable | 883,178 | 598,028 |
Accounts payable - related parties | 587 | 25,587 |
Accrued liabilities | 1,166,085 | 677,891 |
Accrued liabilities - related parties | 1,250,502 | 1,053,564 |
Notes payable, current portion | 782,511 | 653,540 |
Notes payable - related parties, current portion | 1,263,495 | 983,291 |
Total current liabilities | 5,346,358 | 3,991,901 |
Asset retirement obligations | 2,811,869 | 1,723,364 |
Notes payable, net of current portion | 2,325,010 | 1,443,538 |
Derivative liability | 198,137 | 24,509 |
Total Liabilities | 10,681,374 | 7,183,312 |
Stockholders' Deficit | ||
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; 165,296,226 and 164,548,726 shares issued and outstanding | 165,296 | 164,549 |
Additional paid in capital | 58,646,694 | 57,985,359 |
Shares to be issued | 119,375 | 55,375 |
Accumulated other comprehensive income | (220,376) | (218,565) |
Accumulated deficit | (59,229,907) | (52,600,378) |
Total Stockholders' Deficit | (518,719) | 5,386,539 |
Total Liabilities and Stockholders' Deficit | $ 10,162,655 | $ 12,569,851 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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 | 165,296,226 | 164,548,726 |
Common stock, shares outstanding | 165,296,226 | 164,548,726 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Oil and gas sales | ||||
Total Revenue | $ 953,524 | $ 834,321 | $ 1,943,866 | $ 2,453,665 |
Operating expenses | ||||
Lease operating expense | 1,125,921 | 949,314 | 2,462,342 | 2,594,457 |
Production tax | 1,765 | 837 | 5,372 | |
General and administrative expenses | 213,167 | 360,064 | 773,625 | 1,046,555 |
Depreciation, depletion and amortization | 353,343 | 279,816 | 876,650 | 727,644 |
Asset retirement obligation accretion | 84,477 | 46,764 | 199,092 | 101,400 |
Loss on TLSAU abandonment | 3,225,928 | 3,225,928 | ||
Total operating expenses | 5,002,836 | 1,637,723 | 7,538,474 | 4,475,428 |
Loss from operations | (4,049,312) | (803,402) | (5,594,608) | (2,021,763) |
Other income (expenses) | ||||
Interest expense | (175,380) | (74,192) | (543,244) | (177,846) |
Foreign currency remeasurement gain | (17,153) | 34,375 | ||
Gain on sale of assets | 280,000 | |||
Other income (expense) | (188,795) | 25,000 | (184,024) | 44,181 |
Change in fair value of derivative liabilities | 75,362 | (1,414) | (173,628) | 16,350 |
Total other income (expenses) | (288,813) | (67,759) | (900,896) | 197,060 |
Net loss | (4,338,125) | (871,161) | (6,495,504) | (1,824,703) |
Series A Preferred Dividends | (44,674) | (44,675) | (134,025) | (133,534) |
Net Loss Attributable to Common Stockholders | (4,382,799) | (915,836) | (6,629,529) | (1,958,237) |
Other comprehensive income, net of tax | ||||
Foreign currency translation adjustments | 175 | 7,138 | (1,811) | (202,628) |
Comprehensive loss attributable to Common Stockholders | $ (4,382,624) | $ (908,698) | $ (6,631,340) | $ (2,160,865) |
Loss per share | ||||
(Basic and fully diluted) | $ (0.03) | $ 0 | $ (0.04) | $ (0.01) |
Weighted average number of shares of common stock outstanding | 165,296,226 | 163,509,324 | 165,244,392 | 162,955,319 |
Oil and Gas Sales [Member] | ||||
Oil and gas sales | ||||
Total Revenue | $ 953,524 | $ 834,321 | $ 1,943,866 | $ 2,453,665 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (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, 2018 | $ 199 | $ 162,674 | $ 57,253,595 | $ 8,273 | $ (49,531,272) | $ 7,893,469 | |
Balance, shares at Dec. 31, 2018 | 199,100 | 162,673,726 | |||||
Stock-based compensation | 358,255 | 358,255 | |||||
Common shares issued | $ 1,875 | 148,125 | 150,000 | ||||
Common shares issued, shares | 1,875,000 | ||||||
Series A preferred dividends | (133,534) | (133,534) | |||||
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 | |||||
Other comprehensive income (loss) | (202,628) | (202,628) | |||||
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 | |||||
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 | |||||
Balance at Dec. 31, 2019 | $ 199 | $ 164,549 | 57,985,359 | 55,375 | (218,565) | (52,600,378) | 5,386,539 |
Balance, shares at Dec. 31, 2019 | 199,100 | 164,548,726 | |||||
Stock-based compensation | 231,179 | 231,179 | |||||
Common shares issued | $ 591 | 54,784 | (55,375) | ||||
Common shares issued, shares | 591,250 | ||||||
Series A preferred dividends | (134,025) | (134,025) | |||||
Warrants issued as financing fees | 30,147 | 30,147 | |||||
Warrants issued for loans | 332,881 | 332,881 | |||||
Stock to be issued | 119,375 | 119,375 | |||||
Shares for conversion of related party debt | $ 156 | 12,344 | 12,500 | ||||
Shares for conversion of related party debt, shares | 156,250 | ||||||
Other comprehensive income (loss) | (1,811) | (1,811) | |||||
Net loss | (6,495,504) | (6,495,504) | |||||
Balance at Sep. 30, 2020 | $ 199 | $ 165,296 | $ 58,646,694 | $ 119,375 | $ (220,376) | $ (59,229,907) | $ (518,719) |
Balance, shares at Sep. 30, 2020 | 199,100 | 165,296,226 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (4,338,125) | $ (871,161) | $ (6,495,504) | $ (1,824,703) | |
Adjustment to reconcile net loss to net cash provided by/(used in) operating activities: | |||||
Depletion, depreciation and amortization | 876,650 | 727,644 | |||
Asset retirement obligation accretion | 84,477 | 46,764 | 199,092 | 101,400 | $ 149,624 |
Amortization of debt discount | 146,562 | 8,366 | |||
Change in fair value of derivative liabilities | (75,362) | 1,414 | 173,628 | (16,350) | |
Gain on sale of assets | (280,000) | ||||
Loss on TLSAU abandonment | 3,225,928 | ||||
Warrants issued as financing fees | 30,147 | 50,758 | |||
Stock-based compensation | 231,179 | 358,255 | |||
Changes in operating assets and liabilities | |||||
Accounts receivable | 62,368 | ||||
Other assets (current and non-current) | 44,949 | (3,587) | |||
Accounts payable | 268,099 | 93,021 | |||
Accounts payable - related parties | (16,907) | ||||
Accrued liabilities | 357,899 | (25,618) | |||
Accrued liabilities - related parties | 196,938 | 291,967 | |||
Net cash flows from operating activities | (744,433) | (473,386) | |||
Cash Flows from Investing Activities | |||||
Proceeds on sale of NOACK property | 495,000 | ||||
Escrow for property purchase | (771,902) | ||||
Cash flows from investing activities | (276,902) | ||||
Cash Flows from Financing Activities | |||||
Proceeds from issuance of common stock | 30,000 | ||||
Proceeds from notes payable | 95,385 | 1,025,000 | |||
Repayments on notes payable | (4,619) | (5,286) | |||
Proceeds from related party notes payable | 615,000 | 356,998 | |||
Repayments on related party notes payable | (55,003) | (423,703) | |||
Shares to be issued | 119,375 | 28,500 | |||
Cash flows from financing activities | 770,138 | 1,011,509 | |||
Changes in foreign exchange rate | (53,344) | (202,628) | |||
Net change in cash | (27,639) | 58,593 | |||
Cash at beginning of period | 34,513 | 13,779 | 13,779 | ||
Cash at end of period | $ 6,874 | $ 72,372 | 6,874 | 72,372 | $ 34,513 |
SUPPLEMENTAL DISCLOSURES | |||||
Interest paid | 113,756 | 60,074 | |||
Income taxes paid | |||||
NON-CASH INVESTING AND FINANCIAL DISCLOSURES | |||||
Series A preferred dividends accrued | 134,025 | 133,534 | |||
Debt discount on warrant issue | 332,881 | 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 | ||||
Shares for conversion of related party debt | 12,500 | ||||
Issuing of previous shares to be issued | 55,375 | ||||
Utikuma acquisition - purchase price | 788,835 | ||||
Utikuma acquisition - initial ARO | 906,146 | ||||
Third party loan for Utikuma purchase | 1,120,000 | ||||
Related party loan payments on Company's behalf | $ 245,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, as reported in Form 10-K, have been omitted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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. Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2020, the amounts reported for cash, accrued interest and other expenses, notes payable, convertible notes, and derivative liability approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. 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. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2020 and December 31, 2019. September 30, 2020 Level 1 Level 2 Level 3 Total Derivative liabilities — — 198,137 198,137 ARO liabilities — — 2,811,869 2,811,869 December 31, 2019 Derivative liabilities — — 24,509 24,509 ARO liabilities — — 1,723,364 1,723,364 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, 2019, 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, 2020 | |
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 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. 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, 2020 | |
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, 2019 $ 2,443,747 $ 10,350,538 $ 12,794,285 Foreign currency translation 119,687 — 119,687 As at December 31, 2019 $ 2,563,434 $ 10,350,538 $ 12,913,972 Addition 1,694,981 — 1,694,981 Disposition — (3,225,928 ) (3,225,928 ) Foreign currency translation (27,283 ) — (27,283 ) As at September 30, 2020 $ 4,231,132 $ 7,124,610 $ 11,355,742 Accumulated depletion As at January 1, 2019 413,657 61,551 475,208 Dispositions — — — Impairment of oil and gas properties — — — Depletion 1,004,832 — 1,004,832 Foreign currency translation 40,487 — 40,487 As at December 31, 2019 $ 1,458,976 $ 61,551 $ 1,520,527 Depletion 852,710 — 852,710 Foreign currency translation (37,681 ) — (37,681 ) As at September 30, 2020 $ 2,274,005 $ 61,551 $ 2,335,556 Net book value as at December 31, 2019 $ 1,104,458 $ 10,288,987 $ 11,393,445 Net book value as at September 30, 2020 $ 1,957,126 $ 7,063,059 $ 9,020,186 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. On July 6, 2021, the remaining $25,000 accounts receivable was settled via the following. The purchaser remitted a cash payment of $8,995, as well as paying (on the Company’s behalf) $16,005 of outstanding property tax invoices previously incurred by the Company. On May 29, 2020, Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 net working interest acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 525 bopd of light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company’s former 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. The total purchase price of the property was $2,000,000 (CAD), with $1,000,000 of that total due initially. The additional $1,000,000 was contingent on the future price of WTI crude. At the time WTI price exceeded $50/bbl, the Company would pay an additional $750,000. In addition, at the time WTI price exceeded $57/bbl the Company would pay an additional $250,000 (for a cumulative contingent total of $1,000,000). Note that WTI crude prices did not exceed those price thresholds until 2021, so the contingent $1,000,000 will not be recorded until 2021. Included in the terms of the agreement, the Company also funded their portion of the Alberta Energy Regulator (“AER”) bond fund requirement ($560,441), necessary for the wells to continue in production after the acquisition. Additional funds ($484,864 USD) remain in the other current asset balance for future payments to BSR, related to the acquisition. On July 27, 2020 the Company entered into a settlement agreement with Moon Company, Trustee of the O’Brien Mineral Trust, pursuant to which nine leases totaling approximately 3,800 acres of the 4,880 acre Twin Lakes San Andres Unit were forfeited as a part of the settlement agreement. Consequently, the Company no longer has the right to produce oil, gas, or other hydrocarbons and any other minerals from the mineral estate encumbered by the leases and owned by the Trustee. The company accounted for the forfeiture of the TLSAU properties, in accordance with Reg S-W.T.Rule 4-10(c)(6). Accordingly, an analysis of multi-period reserve reports was performed and it was determined that 32% of the cumulative US full cost pool’s reserves were forfeited. This resulted in a write down of $3,225,928 of the US cost pool which was included in operating expenses. Note that both TLSAU and SUDS make up the US full cost pool. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Truck loan (ii) 5.49 % January 20, 2022 11,830 16,141 Lee Lytton (viii) — On demand 3,500 — Credit note I (iii) 12 % December 31, 2021 800,000 800,000 Credit note II (iv) 12 % December 31, 2021 346,040 346,038 Credit note III (v) 15 % December 31, 2021 750,000 750,000 Discount on Credit Note III — December 31, 2021 (10,757 ) (25,101 ) Credit Note IV (vi) 10 % June 30, 2021 875,000 — Discount on Credit Note IV — June 30, 2021 (166,672 ) — Joel Oppenheim (vii), (viii) 12 % On demand 15,000 Joel Oppenheim (vii), (viii) 10 % On demand 176,900 Joel Oppenheim (i), (viii) 12 % On demand 240,000 Mark M Allen (viii) 12 % June 30, 2021 200,000 Origin Bank (PPP Loan) — April 23, 2020 56,680 — M. Hortwitz (viii) 10 % On demand 10,000 10,000 3,107,521 2,097,078 Current portion: (782,511 ) (653,540 ) Long-term notes payable $ 2,325,010 $ 1,443,538 (i) On August 15, 2019, the Company entered into a loan agreement in the amount of $200,000 with Joel Oppenheim. The note bears interest at an interest rate of 12% per annum and payments of $50,000 are due monthly beginning September 2, 2019 with the remaining balance due in full at maturity on December 31, 2019. In association with the loan, the Company issued 200,000 warrants at an exercises price of $0.10 per share that expire on August 15, 2021. The warrants fully vest on maturity date. The notes are secured by a 50% Working Interest in the SUDS field and Noack field sale proceeds. (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. During 2020, the LOC balance increased by $150,000 resulting in a $346,040 ending balance. (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. (vi) On January 2, 2020, the Company entered into a loan agreement in the amount of $1,000,000 with a third party (including a $120,000 origination fee). The note bore interest at an interest rate of $10% per annum and matures on June 30, 2020, with warrants to purchase 5,000,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire in January 2, 2023. The fair value of issued warrants were recorded as a debt discount of $266,674 and monthly amortization of $11,111. These funds were initially placed in escrow, then on May 29, 2020 they were used for the purchase of the Utikuma oil field (see Note 4: Evaluated Properties) (vii) Various Shareholder Advances provided by Mr. Oppenheim during 2018 and 2019. There were no formal documents drawn. Interest rates were applied based on other similar loan agreements entered into by the Company during that period. The loans are now due on demand. (viii) These lenders are included in both Note 5 – Notes Payable and Note 6 – Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. 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 $346,040 at September 30, 2020 (see Note 6: Related Party Notes Payable) On April 23, 2020, the Company was granted a $56,680 business loan through the Paycheck Protection Program (PPP) administered through the CARES act. The loan amount was based 2.5 times the Company’s average monthly payroll costs. The Company is in the process of applying for loan forgiveness and expects to be granted the forgiveness. If forgiveness is granted, the loan principal will not have to be repaid. If not, the loan will earn 1% annual interest and will mature in 2 years. The following is a schedule of future minimum repayments of notes payable as of September 30: 2020 $ 782,511 2021 2,325,010 Thereafter — $ 3,107,521 |
Related Party Notes Payable
Related Party Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Lee Lytton (x) — On demand — 3,500 Quinten Beasley 10 % October 14, 2016 10,000 10,000 Joel Oppenheim (i), (x) — On demand — 217,208 Joel Oppenheim (i), (x) — On demand — 15,000 Jovian Petroleum Corporation (ii) 3.5 % February 9, 2019 447,486 362,583 Mark M Allen – SUDS Development (ix), (x) 9 % June 30, 2021 55,000 — Mark M Allen – SUDS Development (vii), (x) 10 % June 30, 2021 135,000 — Mark M Allen ( viii), (x) 12 % June 30, 2021 200,000 — Mark M Allen (iv), (x) 10 % June 30, 2021 100,000 — Discount on Mark M Allen ($100K) — June 30, 2021 (16,861 ) — Mark M Allen (v), (x) 10 % June 30, 2021 125,000 — Discount on Mark M Allen ($125K) — June 30, 2021 (17,130 ) 362,583 Ivar Siem (vi) 12 % On demand 100,000 100,000 Ivar Siem (vi) 12 % On demand 75,000 75,000 Ivar Siem (vi) Non interest On Demand 50,000 — Joel Oppenheim (x) 12 % October 17, 2018 — 200,000 $ 1,263,495 $ 983,291 (i) Not used (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 former 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) Not used. (iv) On January 3, 2020, the Company entered into a loan agreement in the amount of $100,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 400,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire on January 3, 2023. The fair value of issued warrants were recorded as a debt discount of $31,946 and monthly amortization of $1,775. (v) On February 14, 2020, the Company entered into a loan agreement in the amount of $125,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 750,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire in February 14, 2022. The fair value of issued warrants were recorded as a debt discount of $38,249 and monthly amortization of $1,903. (vi) On August 15, 2019, the Company entered into a loan agreement in the amount of $75,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a four (4) month maturity. On December 4, 2019, the Company entered into a loan agreement in the amount of $100,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a six (6) month maturity. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 1,250,000 shares of common stock at $0.08 per share. In addition, if converted, the note holder will also receive 5,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. On February 28, 2020, the Company entered into a $50,000 loan agreement with a related party. The note does not bear any interest (0% interest rate) is due on demand. The note includes warrants to purchase 200,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire on March 1, 2022. The warrants vest and will be issued on January 1, 2021. (vii) On January 6, 2020, the Company entered into a consulting agreement, with Mark M Allen, that included a funding clause where the Company borrowed $135,000 ($62,000 on January 6, 2020, $45,000 on May 18, 2020 and $28,000 on June 26, 2020) from a third party. The third party is responsible for the future oversight and management of the SUDS field located in Creek County, Oklahoma. The note bore interest at an interest rate of 10% per annum and mature on June 30, 2020. (viii) During 2019, the Company entered into a loan agreement in the amount of $200,000 with Mark M Allen. The note bears interest at an interest rate of 12% per annum and matures on June 30, 2021. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 2,500,000 shares of common stock at $0.08 per share. In addition, upon conversion, the note holder will also receive 10,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. (ix) On April 15, 2020, the Company entered into a consulting agreement, with Mark M Allen, that included a funding clause where the Company borrowed $55,000 from Mr. Allen. Mr. Allen is responsible for the future oversight and management of the SUDS field located in Creek County, Oklahoma. The note bore interest at an interest rate of 9% per annum and matures on August 15, 2021. (x) These lenders are included in both Note 5 – Notes Payable and Note 6 – Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. 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, 2020: 2020 $ 1,263,495 Thereafter — $ 1,263,495 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Derivative Financial Instruments | 7. DERIVATIVE FINANCIAL INSTRUMENTS On May 18, 2018, as an inducement to enter into an Amended and Restated Loan Agreement, the Company issued, among other instruments, warrants to acquire 320,000 shares of common stock with an exercise price of $0.10 per share in Canadian dollars (see Note 5). The warrants are valued using the Black Scholes Option Pricing Model and the derivative is fair valued at the end of each reporting period. The Company valued the derivative liability at initial recognition as $30,013. On January 2, 2020, as an inducement to enter into a Loan Agreement, the Company issued warrants to purchase 5,000,000 shares of common stock with an exercise price of $0.10 per share in Canadian dollars (see Note 5) and expire in 36 months. 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 $144,259. A summary of the activity of the Company’s derivative liabilities is shown below: Balance, January 1, 2019 $ 37,013 Additions — Fair value adjustments (12,504 ) As at December 31, 2019 24,509 Additions 144,259 Fair value adjustment 29,369 As at September 30, 2020 $ 198,137 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, 2020 December 31, 2019 Risk-free interest rate 2.27 % 1.58% - 2.27 % Expected life 2.1 years 1.4 – 2.1 years Expected dividend rate 0 % 0 % Expected volatility 208 % 208% - 240 % |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30, 2020 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, 2018 $ 1,258,399 $ 251,223 $ 1,509,622 Accretion expense 123,474 26,150 149,624 Foreign currency translation 64,118 — 64,118 Asset retirement obligations, December 31, 2019 1,445,991 277,373 1,723,364 Acquisition of Canadian property - Utikuma 906,146 906,146 Accretion expense 177,839 21,253 199,092 Foreign currency translation (16,733 ) — (16,733 ) Asset retirement obligations, September 30, 2020 $ 2,388,292 $ 291,453 $ 2,811,869 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
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 $134,025 were declared for the nine months ended September 30, 2020. Common stock As of year ended December 31, 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 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 issued in 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 issued in 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 issued in January 2020. On January 20, 2020, 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. On February 29, 2020, the Company signed a consulting agreement with a third party to provide Management services related to the SUDS field. The compensation related terms included the issuance of 250,000 shares of Common Stock. The shares were not issued and earned until December 15, 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, 2019 51,066,864 $ 0.20 Granted 12,250,000 0.15 Exercised (125,000 ) 0.09 Expired (6,148,028 ) 0.25 Outstanding at December 31, 2019 57,043,836 $ 0.14 Granted 12,650,000 0.16 Exercised (1,650,000 ) 0.08 Expired (21,916,666 ) 0.23 Outstanding at September 30, 2020 46,127,170 $ 0.16 As of September 30, 2020, the weighted-average remaining contractual life of warrants outstanding was 1.10 years (December 31, 2019 – 1.04 years). As of September 30, 2020, the intrinsic value of warrants outstanding is $0.0 (December 31, 2019 - $8,256). The table below summarizes warrant issuances during the nine months ended September 30, 2020 and year ended December 31, 2019: September 30, 2020 December 31, 2019 Warrants granted: Board of Directors and Advisory Board service 4,500,000 7,000,000 Private placements — 3,750,000 Pursuant to financing arrangements 750,000 1,500,000 Pursuant to consulting agreements 7,400,000 — Total 12,650,000 12,250,000 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, 2020 December 31, 2019 Risk-free interest rate 1.40% to 1.59 % 1.94% to 2.39 % Expected life 2.0 -3.5 years 1.0 - 3.0 years Expected dividend rate 0 % 0 % Expected volatility 224% - 226 % 240% - 283 % |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
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. On May 29, 2020, Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 net working interest acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 525 bopd of light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company’s former 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. The total purchase price of the property was $2,000,000 (CAD), with $1,000,000 of that total due initially. The additional $1,000,000 was contingent on the future price of WTI crude. At the time WTI price exceeded $50/bbl, the Company would pay an additional $750,000. In addition, at the time WTI price exceeded $57/bbl the Company would pay an additional $250,000 (for a cumulative contingent total of $1,000,000). Note that WTI crude prices did not exceed those price thresholds until 2021, so the contingent $1,000,000 will not be recorded until 2021. Included in the terms of the agreement, the Company also funded their portion of the Alberta Energy Regulator (“AER”) bond fund requirement ($560,441 USD), necessary for the wells to continue in production after the acquisition. Additional funds ($484,864 USD) remain in the other current asset balance for future payments to BSR, related to the acquisition. On September 1, 2020, the Company entered into an employment agreement with Mark Allen, to serve as President for a period of six months (with monthly extensions). The President was to be paid a salary of $15,000 a month. Also, the President was issued a signing bonus of 2,000,000 shares of common stock. One million (1,000,000) shares were to be issued upon signing and the remaining 1,000,000 shares are to be issued at the completion of a 6 month probationary period. In addition, the President was granted warrants to purchase 1,000,000 shares of common stock exercisable at $0.08 per share equally vesting over 24 months. The warrants expire in 36 months. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Canada Revenue 953,524 802,131 1,935,861 2,356,003 Production costs (1,077,420 ) (864,553 ) (2,273,505 ) (2,357,872 ) Depreciation, depletion, amortization and accretion (422,800 ) (267,769 ) (1,030,549 ) (699,504 ) Results of operations from producing activities (546,696 ) (330,191 ) (1,368,193 ) (701,373 ) Total long-lived assets 1,957,126 1,389,374 1,957,126 1,389,374 United States Revenue — 32,190 8,005 97,662 Production costs (48,501 ) (86,526 ) (189,674 ) (241,957 ) Depreciation, depletion, amortization and accretion (15,020 ) (12,047 ) (45,193 ) (28,140 ) Loss on TLSAU abandonment (3,225,928 ) — (3,225,928 ) — Results of operations from producing activities (3,289,449 ) (66,383 ) (3,452,790 ) (172,435 Total long-lived assets 7,096,763 10,350,677 7,096,763 10,350,677 Total Revenue 953,524 834,321 1,943,866 2,453,665 Production costs (1,125,921 ) (951,079 ) (2,463,179 ) (2,599,829 ) Depreciation, depletion, amortization and accretion (437,820 ) (279,816 ) (1,075,742 ) (727,644 ) Loss on TLSAU abandonment (3,225,928 ) — (3,225,928 ) — Results of operations from producing activities (3,836,145 ) (396,574 ) (4,820,983 ) (873,808 ) Total long-lived assets 9,053,889 11,740,051 9,053,889 11,740,051 The Company’s revenues are derived from the following major customers: Customer A — 32,190 8,005 97,662 Customer B 953,524 802,131 1,935,861 2,356,003 Total 953,524 834,321 1,943,866 2,453,665 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS All of the transactions/events mentioned below occurred subsequent to September 30, 2020. On February 29, 2020, the Company signed a consulting agreement with a third party to provide management services related to the SUDS field. The compensation related terms included the issuance of 250,000 shares of Common Stock. The shares were not issued and earned until December 15, 2020. On September 1, 2020, the Board of Directors approved a contractual Employment Agreement between the Company and Mark M 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 December 15, 2020, Company President, Mark M Allen, was issued 1,650,000 common shares for exercising warrants at $0.05 per share with cash proceeds of $82,500. On December 22, 2020, 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, 2021. In addition, 500,000 shares of common stock were granted in association with the note. On January 25, 2021, 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. 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, on January 29, 2021 Mr. Deputy was issued 250,000 shares of Petrolia common stock. Joel Oppenheim, former Director, was issued 316,491 shares in January 2021 pursuant to a Director’s Fees Payable Agreement. The agreement stated that the shares were issued in full satisfaction of all outstanding director fees payable. On March 30, 2021, Mark M 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. On March 30, 2021, Mark M 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. Effective September 1, 2021, the Board accepted Zel Khan’s resignation as Chief Executive Officer (“CEO”). See Form 8-K filing reference in Exhibits section below. Effective September 1, 2021, Mark M Allen was promoted from President to CEO. See Form 8-K reference in Exhibits section below. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2020, the amounts reported for cash, accrued interest and other expenses, notes payable, convertible notes, and derivative liability approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. 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. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2020 and December 31, 2019. September 30, 2020 Level 1 Level 2 Level 3 Total Derivative liabilities — — 198,137 198,137 ARO liabilities — — 2,811,869 2,811,869 December 31, 2019 Derivative liabilities — — 24,509 24,509 ARO liabilities — — 1,723,364 1,723,364 |
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, 2019, 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Derivative Liabilites | We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2020 and December 31, 2019. September 30, 2020 Level 1 Level 2 Level 3 Total Derivative liabilities — — 198,137 198,137 ARO liabilities — — 2,811,869 2,811,869 December 31, 2019 Derivative liabilities — — 24,509 24,509 ARO liabilities — — 1,723,364 1,723,364 |
Evaluated Properties (Tables)
Evaluated Properties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 $ 2,443,747 $ 10,350,538 $ 12,794,285 Foreign currency translation 119,687 — 119,687 As at December 31, 2019 $ 2,563,434 $ 10,350,538 $ 12,913,972 Addition 1,694,981 — 1,694,981 Disposition — (3,225,928 ) (3,225,928 ) Foreign currency translation (27,283 ) — (27,283 ) As at September 30, 2020 $ 4,231,132 $ 7,124,610 $ 11,355,742 Accumulated depletion As at January 1, 2019 413,657 61,551 475,208 Dispositions — — — Impairment of oil and gas properties — — — Depletion 1,004,832 — 1,004,832 Foreign currency translation 40,487 — 40,487 As at December 31, 2019 $ 1,458,976 $ 61,551 $ 1,520,527 Depletion 852,710 — 852,710 Foreign currency translation (37,681 ) — (37,681 ) As at September 30, 2020 $ 2,274,005 $ 61,551 $ 2,335,556 Net book value as at December 31, 2019 $ 1,104,458 $ 10,288,987 $ 11,393,445 Net book value as at September 30, 2020 $ 1,957,126 $ 7,063,059 $ 9,020,186 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Truck loan (ii) 5.49 % January 20, 2022 11,830 16,141 Lee Lytton (viii) — On demand 3,500 — Credit note I (iii) 12 % December 31, 2021 800,000 800,000 Credit note II (iv) 12 % December 31, 2021 346,040 346,038 Credit note III (v) 15 % December 31, 2021 750,000 750,000 Discount on Credit Note III — December 31, 2021 (10,757 ) (25,101 ) Credit Note IV (vi) 10 % June 30, 2021 875,000 — Discount on Credit Note IV — June 30, 2021 (166,672 ) — Joel Oppenheim (vii), (viii) 12 % On demand 15,000 Joel Oppenheim (vii), (viii) 10 % On demand 176,900 Joel Oppenheim (i), (viii) 12 % On demand 240,000 Mark M Allen (viii) 12 % June 30, 2021 200,000 Origin Bank (PPP Loan) — April 23, 2020 56,680 — M. Hortwitz (viii) 10 % On demand 10,000 10,000 3,107,521 2,097,078 Current portion: (782,511 ) (653,540 ) Long-term notes payable $ 2,325,010 $ 1,443,538 (i) On August 15, 2019, the Company entered into a loan agreement in the amount of $200,000 with Joel Oppenheim. The note bears interest at an interest rate of 12% per annum and payments of $50,000 are due monthly beginning September 2, 2019 with the remaining balance due in full at maturity on December 31, 2019. In association with the loan, the Company issued 200,000 warrants at an exercises price of $0.10 per share that expire on August 15, 2021. The warrants fully vest on maturity date. The notes are secured by a 50% Working Interest in the SUDS field and Noack field sale proceeds. (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. During 2020, the LOC balance increased by $150,000 resulting in a $346,040 ending balance. (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. (vi) On January 2, 2020, the Company entered into a loan agreement in the amount of $1,000,000 with a third party (including a $120,000 origination fee). The note bore interest at an interest rate of $10% per annum and matures on June 30, 2020, with warrants to purchase 5,000,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire in January 2, 2023. The fair value of issued warrants were recorded as a debt discount of $266,674 and monthly amortization of $11,111. These funds were initially placed in escrow, then on May 29, 2020 they were used for the purchase of the Utikuma oil field (see Note 4: Evaluated Properties) (vii) Various Shareholder Advances provided by Mr. Oppenheim during 2018 and 2019. There were no formal documents drawn. Interest rates were applied based on other similar loan agreements entered into by the Company during that period. The loans are now due on demand. (viii) These lenders are included in both Note 5 – Notes Payable and Note 6 – Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. |
Schedule of Future Minimum Repayments of Notes Payable | The following is a schedule of future minimum repayments of notes payable as of September 30: 2020 $ 782,511 2021 2,325,010 Thereafter — $ 3,107,521 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Lee Lytton (x) — On demand — 3,500 Quinten Beasley 10 % October 14, 2016 10,000 10,000 Joel Oppenheim (i), (x) — On demand — 217,208 Joel Oppenheim (i), (x) — On demand — 15,000 Jovian Petroleum Corporation (ii) 3.5 % February 9, 2019 447,486 362,583 Mark M Allen – SUDS Development (ix), (x) 9 % June 30, 2021 55,000 — Mark M Allen – SUDS Development (vii), (x) 10 % June 30, 2021 135,000 — Mark M Allen ( viii), (x) 12 % June 30, 2021 200,000 — Mark M Allen (iv), (x) 10 % June 30, 2021 100,000 — Discount on Mark M Allen ($100K) — June 30, 2021 (16,861 ) — Mark M Allen (v), (x) 10 % June 30, 2021 125,000 — Discount on Mark M Allen ($125K) — June 30, 2021 (17,130 ) 362,583 Ivar Siem (vi) 12 % On demand 100,000 100,000 Ivar Siem (vi) 12 % On demand 75,000 75,000 Ivar Siem (vi) Non interest On Demand 50,000 — Joel Oppenheim (x) 12 % October 17, 2018 — 200,000 $ 1,263,495 $ 983,291 (i) Not used (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 former 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) Not used. (iv) On January 3, 2020, the Company entered into a loan agreement in the amount of $100,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 400,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire on January 3, 2023. The fair value of issued warrants were recorded as a debt discount of $31,946 and monthly amortization of $1,775. (v) On February 14, 2020, the Company entered into a loan agreement in the amount of $125,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 750,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire in February 14, 2022. The fair value of issued warrants were recorded as a debt discount of $38,249 and monthly amortization of $1,903. (vi) On August 15, 2019, the Company entered into a loan agreement in the amount of $75,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a four (4) month maturity. On December 4, 2019, the Company entered into a loan agreement in the amount of $100,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a six (6) month maturity. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 1,250,000 shares of common stock at $0.08 per share. In addition, if converted, the note holder will also receive 5,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. On February 28, 2020, the Company entered into a $50,000 loan agreement with a related party. The note does not bear any interest (0% interest rate) is due on demand. The note includes warrants to purchase 200,000 shares of common stock (the “Loan Warrants”), at an exercise price of $0.10 per share in Canadian dollars and expire on March 1, 2022. The warrants vest and will be issued on January 1, 2021. (vii) On January 6, 2020, the Company entered into a consulting agreement, with Mark M Allen, that included a funding clause where the Company borrowed $135,000 ($62,000 on January 6, 2020, $45,000 on May 18, 2020 and $28,000 on June 26, 2020) from a third party. The third party is responsible for the future oversight and management of the SUDS field located in Creek County, Oklahoma. The note bore interest at an interest rate of 10% per annum and mature on June 30, 2020. (viii) During 2019, the Company entered into a loan agreement in the amount of $200,000 with Mark M Allen. The note bears interest at an interest rate of 12% per annum and matures on June 30, 2021. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 2,500,000 shares of common stock at $0.08 per share. In addition, upon conversion, the note holder will also receive 10,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. (ix) On April 15, 2020, the Company entered into a consulting agreement, with Mark M Allen, that included a funding clause where the Company borrowed $55,000 from Mr. Allen. Mr. Allen is responsible for the future oversight and management of the SUDS field located in Creek County, Oklahoma. The note bore interest at an interest rate of 9% per annum and matures on August 15, 2021. (x) These lenders are included in both Note 5 – Notes Payable and Note 6 – Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. |
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, 2020: 2020 $ 1,263,495 Thereafter — $ 1,263,495 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Derivative Liabilities | A summary of the activity of the Company’s derivative liabilities is shown below: Balance, January 1, 2019 $ 37,013 Additions — Fair value adjustments (12,504 ) As at December 31, 2019 24,509 Additions 144,259 Fair value adjustment 29,369 As at September 30, 2020 $ 198,137 |
Schedule of Derivative Liability of Fair Value Assumption | 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, 2020 December 31, 2019 Risk-free interest rate 2.27 % 1.58% - 2.27 % Expected life 2.1 years 1.4 – 2.1 years Expected dividend rate 0 % 0 % Expected volatility 208 % 208% - 240 % |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Fair value of Asset Retirement Obligations | 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: September 30, 2020 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, 2018 $ 1,258,399 $ 251,223 $ 1,509,622 Accretion expense 123,474 26,150 149,624 Foreign currency translation 64,118 — 64,118 Asset retirement obligations, December 31, 2019 1,445,991 277,373 1,723,364 Acquisition of Canadian property - Utikuma 906,146 906,146 Accretion expense 177,839 21,253 199,092 Foreign currency translation (16,733 ) — (16,733 ) Asset retirement obligations, September 30, 2020 $ 2,388,292 $ 291,453 $ 2,811,869 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 51,066,864 $ 0.20 Granted 12,250,000 0.15 Exercised (125,000 ) 0.09 Expired (6,148,028 ) 0.25 Outstanding at December 31, 2019 57,043,836 $ 0.14 Granted 12,650,000 0.16 Exercised (1,650,000 ) 0.08 Expired (21,916,666 ) 0.23 Outstanding at September 30, 2020 46,127,170 $ 0.16 |
Schedule of Warrants Issuances During Period | The table below summarizes warrant issuances during the nine months ended September 30, 2020 and year ended December 31, 2019: September 30, 2020 December 31, 2019 Warrants granted: Board of Directors and Advisory Board service 4,500,000 7,000,000 Private placements — 3,750,000 Pursuant to financing arrangements 750,000 1,500,000 Pursuant to consulting agreements 7,400,000 — Total 12,650,000 12,250,000 |
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, 2020 December 31, 2019 Risk-free interest rate 1.40% to 1.59 % 1.94% to 2.39 % Expected life 2.0 -3.5 years 1.0 - 3.0 years Expected dividend rate 0 % 0 % Expected volatility 224% - 226 % 240% - 283 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets | Results of operations from producing activities were as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Canada Revenue 953,524 802,131 1,935,861 2,356,003 Production costs (1,077,420 ) (864,553 ) (2,273,505 ) (2,357,872 ) Depreciation, depletion, amortization and accretion (422,800 ) (267,769 ) (1,030,549 ) (699,504 ) Results of operations from producing activities (546,696 ) (330,191 ) (1,368,193 ) (701,373 ) Total long-lived assets 1,957,126 1,389,374 1,957,126 1,389,374 United States Revenue — 32,190 8,005 97,662 Production costs (48,501 ) (86,526 ) (189,674 ) (241,957 ) Depreciation, depletion, amortization and accretion (15,020 ) (12,047 ) (45,193 ) (28,140 ) Loss on TLSAU abandonment (3,225,928 ) — (3,225,928 ) — Results of operations from producing activities (3,289,449 ) (66,383 ) (3,452,790 ) (172,435 Total long-lived assets 7,096,763 10,350,677 7,096,763 10,350,677 Total Revenue 953,524 834,321 1,943,866 2,453,665 Production costs (1,125,921 ) (951,079 ) (2,463,179 ) (2,599,829 ) Depreciation, depletion, amortization and accretion (437,820 ) (279,816 ) (1,075,742 ) (727,644 ) Loss on TLSAU abandonment (3,225,928 ) — (3,225,928 ) — Results of operations from producing activities (3,836,145 ) (396,574 ) (4,820,983 ) (873,808 ) Total long-lived assets 9,053,889 11,740,051 9,053,889 11,740,051 The Company’s revenues are derived from the following major customers: Customer A — 32,190 8,005 97,662 Customer B 953,524 802,131 1,935,861 2,356,003 Total 953,524 834,321 1,943,866 2,453,665 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Fair Value of Derivative Liabilites (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities | $ 198,137 | $ 24,509 | $ 37,013 |
ARO liabilities | 2,811,869 | 1,723,364 | $ 1,509,622 |
Level 1 [Member] | |||
Derivative liabilities | |||
ARO liabilities | |||
Level 2 [Member] | |||
Derivative liabilities | |||
ARO liabilities | |||
Level 3 [Member] | |||
Derivative liabilities | 198,137 | 24,509 | |
ARO liabilities | $ 2,811,869 | $ 1,723,364 |
Evaluated Properties (Details N
Evaluated Properties (Details Narrative) | May 29, 2020CAD ($)a | Dec. 31, 2019USD ($) | Aug. 06, 2019USD ($) | Jul. 06, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jul. 27, 2020USD ($)a | Aug. 15, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||
Proceeds from NOACK sale | $ 495,000 | ||||||||
Blue Sky [Member] | Canadian Dollars [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire oil property | $ 2,000,000 | ||||||||
Twin Lakes San Andres Unit [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of land | a | 4,880 | ||||||||
Blue Sky Resources Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, control obtained description | Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 net working interest acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 525 bopd of light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company's former 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. | ||||||||
Blue Sky [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of acres | a | 28,000 | ||||||||
Business combination, description | The total purchase price of the property was $2,000,000 (CAD), with $1,000,000 of that total due initially. The additional $1,000,000 was contingent on the future price of WTI crude. At the time WTI price exceeded $50/bbl, the Company would pay an additional $750,000. In addition, at the time WTI price exceeded $57/bbl the Company would pay an additional $250,000 (for a cumulative contingent total of $1,000,000). Note that WTI crude prices did not exceed those price thresholds until 2021, so the contingent $1,000,000 will not be recorded until 2021. Included in the terms of the agreement, the Company also funded their portion of the Alberta Energy Regulator ("AER") bond fund requirement ($560,441), necessary for the wells to continue in production after the acquisition. Additional funds ($484,864 USD) remain in the other current asset balance for future payments to BSR, related to the acquisition. | ||||||||
Settlement Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Reserves forfeited percentage | 32.00% | ||||||||
Property write down value | $ 3,225,928 | ||||||||
Settlement Agreement [Member] | Moon Company [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of land | a | 3,800 | ||||||||
NOACK [Member] | Purchase and Sale Agreement [Member] | FlowTex Energy L.L.C. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from sale of assets | $ 400,000 | $ 380,000 | |||||||
Deposit | $ 20,000 | ||||||||
Proceeds from NOACK sale | $ 375,000 | ||||||||
Receivable for the sale | $ 25,000 | $ 25,000 | |||||||
Gain on sale of properties | $ 400,000 | ||||||||
Remitted a cash payment | 8,995 | ||||||||
Outstanding property tax | $ 16,005 | ||||||||
Blue Sky Resources [Member] | Utikuma Lake [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage | 50.00% | ||||||||
Blue Sky [Member] | Vermilion Energy Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage | 100.00% |
Evaluated Properties - Schedule
Evaluated Properties - Schedule of Acquired and Current Properties (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Cost, Beginning balance | $ 12,913,972 | $ 12,794,285 |
Cost, Foreign currency translation | (27,283) | 119,687 |
Cost, Additions | 1,694,981 | |
Cost, Disposition | (3,225,928) | |
Cost, Ending balance | 11,355,742 | 12,913,972 |
Accumulated depletion, Beginning balance | 1,520,527 | 475,208 |
Accumulated depletion, Dispositions | ||
Accumulated depletion, Impairment of oil and gas properties | ||
Accumulated depletion, Depletion | 852,710 | 1,004,832 |
Accumulated depletion, Foreign currency translation | (37,681) | 40,487 |
Accumulated depletion, Ending balance | 2,335,556 | 1,520,527 |
Net book value as at ending balance | 9,020,186 | 11,393,445 |
Canadian Properties [Member] | ||
Business Acquisition [Line Items] | ||
Cost, Beginning balance | 2,563,434 | 2,443,747 |
Cost, Foreign currency translation | (27,283) | 119,687 |
Cost, Additions | 1,694,981 | |
Cost, Disposition | ||
Cost, Ending balance | 4,231,132 | 2,563,434 |
Accumulated depletion, Beginning balance | 1,458,976 | 413,657 |
Accumulated depletion, Dispositions | ||
Accumulated depletion, Impairment of oil and gas properties | ||
Accumulated depletion, Depletion | 852,710 | 1,004,832 |
Accumulated depletion, Foreign currency translation | (37,681) | 40,487 |
Accumulated depletion, Ending balance | 2,274,005 | 1,458,976 |
Net book value as at ending balance | 1,957,126 | 1,104,458 |
US Properties [Member] | ||
Business Acquisition [Line Items] | ||
Cost, Beginning balance | 10,350,538 | 10,350,538 |
Cost, Foreign currency translation | ||
Cost, Additions | ||
Cost, Disposition | (3,225,928) | |
Cost, Ending balance | 7,124,610 | 10,350,538 |
Accumulated depletion, Beginning balance | 61,551 | 61,551 |
Accumulated depletion, Dispositions | ||
Accumulated depletion, Impairment of oil and gas properties | ||
Accumulated depletion, Depletion | ||
Accumulated depletion, Foreign currency translation | ||
Accumulated depletion, Ending balance | 61,551 | 61,551 |
Net book value as at ending balance | $ 7,063,059 | $ 10,288,987 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 23, 2020 | Feb. 28, 2020 | Jan. 02, 2020 | Sep. 30, 2019 | Jan. 15, 2019 | Sep. 17, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Notes payable current | $ 782,511 | $ 653,540 | ||||||
Paycheck Protection Program [Member] | ||||||||
Debt interest rate | 1.00% | |||||||
Loan received | $ 56,680 | |||||||
Debt term | 2 years | |||||||
Loan Agreement [Member] | ||||||||
Debt face amount | $ 50,000 | $ 1,000,000 | $ 125,000 | $ 200,000 | ||||
Debt interest rate | 0.00% | 10.00% | 4.00% | 12.00% | ||||
Debt maturity date | Mar. 1, 2022 | Apr. 25, 2021 | Jan. 15, 2020 | Oct. 17, 2019 | ||||
Loan Agreement [Member] | Jovian Resources LLC [Member] | ||||||||
Debt amount reimbursed | $ 125,000 | |||||||
Notes payable current | $ 125,000 | $ 346,040 | $ 346,040 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Jan. 06, 2017 | ||||
Note payable | $ 3,107,521 | $ 2,097,078 | ||||
Current portion of notes payable | (782,511) | (653,540) | ||||
Long-term notes payable | $ 2,325,010 | $ 1,443,538 | ||||
Joel Oppenheim [Member] | ||||||
Interest rate | [1],[2] | 12.00% | 12.00% | |||
Note payable | [1],[2] | $ 15,000 | ||||
Debt instrument maturity date description | [1],[2] | On demand | On demand | |||
Joel Oppenheim [Member] | ||||||
Interest rate | [1],[2] | 10.00% | 10.00% | |||
Note payable | [1],[2] | $ 176,900 | ||||
Debt instrument maturity date description | [1],[2] | On demand | On demand | |||
Joel Oppenheim [Member] | ||||||
Interest rate | [1],[3] | 12.00% | 12.00% | |||
Note payable | [1],[3] | $ 240,000 | ||||
Debt instrument maturity date description | [1],[3] | On demand | On demand | |||
Mark Allen [Member] | ||||||
Interest rate | [4] | 12.00% | 12.00% | |||
Date of maturity | [4] | Jun. 30, 2021 | Jun. 30, 2021 | |||
Note payable | [4] | $ 200,000 | ||||
M. Hortwitz [Member] | ||||||
Interest rate | [2] | 10.00% | 10.00% | |||
Note payable | [2] | $ 10,000 | $ 10,000 | |||
Debt instrument maturity date description | [2] | On demand | On demand | |||
Truck loan [Member] | ||||||
Interest rate | 5.49% | [5] | 5.49% | [5] | 5.49% | |
Date of maturity | [5] | Jan. 20, 2022 | Jan. 20, 2022 | |||
Note payable | [5] | $ 11,830 | $ 16,141 | |||
Current portion of notes payable | $ (683) | |||||
Lee Lytton [Member] | ||||||
Interest rate | [2] | |||||
Note payable | [2] | $ 3,500 | ||||
Debt instrument maturity date description | [2] | On demand | On demand | |||
Credit Note I [Member] | ||||||
Interest rate | [6] | 12.00% | 12.00% | |||
Date of maturity | [6] | Dec. 31, 2021 | Dec. 31, 2021 | |||
Note payable | [6] | $ 800,000 | $ 800,000 | |||
Credit Note II [Member] | ||||||
Interest rate | [7] | 12.00% | 12.00% | |||
Date of maturity | [7] | Dec. 31, 2021 | Dec. 31, 2021 | |||
Note payable | [7] | $ 346,040 | $ 346,038 | |||
Credit Note III [Member] | ||||||
Interest rate | [8] | 15.00% | 15.00% | |||
Date of maturity | [8] | Dec. 31, 2021 | Dec. 31, 2021 | |||
Note payable | [8] | $ 750,000 | $ 750,000 | |||
Discount on credit note III [Member] | ||||||
Date of maturity | Dec. 31, 2021 | Dec. 31, 2021 | ||||
Discount on credit note | $ (10,757) | $ (25,101) | ||||
Credit Note IV [Member] | ||||||
Interest rate | [9] | 10.00% | 10.00% | |||
Date of maturity | [9] | Jun. 30, 2021 | Jun. 30, 2021 | |||
Note payable | [9] | $ 875,000 | ||||
Discount on credit note IV [Member] | ||||||
Date of maturity | Jun. 30, 2021 | Jun. 30, 2021 | ||||
Discount on credit note | $ (166,672) | |||||
Origin Bank (PPP Loan) [Member] | ||||||
Interest rate | ||||||
Date of maturity | Apr. 23, 2020 | Apr. 23, 2020 | ||||
Note payable | $ 56,680 | |||||
[1] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. | |||||
[2] | Various Shareholder Advances provided by Mr. Oppenheim during 2018 and 2019. There were no formal documents drawn. Interest rates were applied based on other similar loan agreements entered into by the Company during that period. The loans are now due on demand. | |||||
[3] | On August 15, 2019, the Company entered into a loan agreement in the amount of $200,000 with Joel Oppenheim. The note bears interest at an interest rate of 12% per annum and payments of $50,000 are due monthly beginning September 2, 2019 with the remaining balance due in full at maturity on December 31, 2019. In association with the loan, the Company issued 200,000 warrants at an exercises price of $0.10 per share that expire on August 15, 2021. The warrants fully vest on maturity date. The notes are secured by a 50% Working Interest in the SUDS field and Noack field sale proceeds. | |||||
[4] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. | |||||
[5] | 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. | |||||
[6] | 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"). | |||||
[7] | 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.During 2020, the LOC balance increased by $150,000 resulting in a $346,040 ending balance. | |||||
[8] | 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. | |||||
[9] | On January 2, 2020, the Company entered into a loan agreement in the amount of $1,000,000 with a third party (including a $120,000 origination fee). The note bore interest at an interest rate of $10% per annum and matures on June 30, 2020, with warrants to purchase 5,000,000 shares of common stock (the "Loan Warrants"), at an exercise price of $0.10 per share in Canadian dollars and expire in January 2, 2023. The fair value of issued warrants were recorded as a debt discount of $266,674 and monthly amortization of $11,111. These funds were initially placed in escrow, then on May 29, 2020 they were used for the purchase of the Utikuma oil field (see Note 4: Evaluated Properties) |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Feb. 28, 2020USD ($)shares | Jan. 02, 2020USD ($)$ / sharesshares | Aug. 15, 2019USD ($)$ / sharesshares | Apr. 25, 2019USD ($)$ / sharesshares | Jan. 15, 2019USD ($) | Sep. 18, 2018USD ($) | Sep. 17, 2018USD ($) | May 18, 2018$ / sharesshares | May 09, 2018USD ($)$ / sharesshares | Jan. 06, 2017USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Feb. 28, 2020$ / shares | Aug. 14, 2019$ / shares | Aug. 08, 2019$ / shares | |||
Notes payable current | $ 782,511 | $ 653,540 | |||||||||||||||||
Repayment of notes | 4,619 | $ 5,286 | |||||||||||||||||
Number of common stock issued, value | 150,000 | ||||||||||||||||||
Debt obligation | 3,107,521 | $ 2,097,078 | |||||||||||||||||
Amortization of debt discount | $ 146,562 | 8,366 | |||||||||||||||||
Truck Loan [Member] | |||||||||||||||||||
Debt face amount | $ 35,677 | ||||||||||||||||||
Debt interest rate | 5.49% | 5.49% | [1] | 5.49% | [1] | ||||||||||||||
Debt maturity date | [1] | Jan. 20, 2022 | Jan. 20, 2022 | ||||||||||||||||
Debt term | 5 years | ||||||||||||||||||
Notes payable current | $ 683 | ||||||||||||||||||
Debt obligation | [1] | $ 11,830 | $ 16,141 | ||||||||||||||||
Credit Note I [Member] | |||||||||||||||||||
Debt interest rate | [2] | 12.00% | 12.00% | ||||||||||||||||
Debt maturity date | [2] | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||||||||||
Debt obligation | [2] | $ 800,000 | $ 800,000 | ||||||||||||||||
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 | ||||||||||||||||||
Warrant expiry date | May 1, 2021 | ||||||||||||||||||
Working interest percentage | 50.00% | ||||||||||||||||||
Debt discount | $ 38,249 | ||||||||||||||||||
Amortization of debt discount | $ 8,366 | ||||||||||||||||||
Acquisition Note [Member] | Twin Lakes Properties [Member] | |||||||||||||||||||
Working interest percentage | 100.00% | ||||||||||||||||||
Joel Oppenheim [Member] | |||||||||||||||||||
Debt interest rate | [3],[4] | 12.00% | 12.00% | ||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||
Debt obligation | [3],[4] | $ 15,000 | |||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||
Debt face amount | $ 50,000 | $ 1,000,000 | $ 125,000 | $ 200,000 | |||||||||||||||
Debt interest rate | 0.00% | 10.00% | 4.00% | 12.00% | |||||||||||||||
Payments of principal and interest amount | $ 6,000 | ||||||||||||||||||
Debt maturity date | Mar. 1, 2022 | Apr. 25, 2021 | Jan. 15, 2020 | Oct. 17, 2019 | |||||||||||||||
Warrant to purchase common stock | shares | 200,000 | 5,000,000 | |||||||||||||||||
Warrant exercise price per share | (per share) | $ 0.10 | $ 0.10 | |||||||||||||||||
Warrant expiry date | Jan. 2, 2023 | ||||||||||||||||||
Working interest percentage | 3.00% | ||||||||||||||||||
Debt discount | $ 266,674 | ||||||||||||||||||
Amortization of debt discount | 11,111 | ||||||||||||||||||
Origination fee | $ 120,000 | ||||||||||||||||||
Loan Agreement [Member] | Jovian Resources LLC [Member] | |||||||||||||||||||
Notes payable current | $ 346,040 | $ 346,040 | $ 125,000 | ||||||||||||||||
Increase in debt amount | $ 150,000 | ||||||||||||||||||
Loan Agreement [Member] | Credit Note I [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 | ||||||||||||||||||
Loan Agreement [Member] | Credit Note I [Member] | Canadian Dollars [Member] | |||||||||||||||||||
Fair value of warrants issued | $ 30,012 | ||||||||||||||||||
Loan Agreement [Member] | Joel Oppenheim [Member] | |||||||||||||||||||
Debt face amount | $ 200,000 | ||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||
Payments of principal and interest amount | $ 50,000 | ||||||||||||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||||||||||||
Warrant to purchase common stock | shares | 200,000 | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | ||||||||||||||||||
Warrant expiry date | Aug. 15, 2021 | ||||||||||||||||||
Loan Agreement [Member] | Lender [Member] | Credit Note I [Member] | Warrants [Member] | |||||||||||||||||||
Warrant to purchase common stock | shares | 2,320,000 | ||||||||||||||||||
Loan Agreement [Member] | Lender [Member] | Credit Note I [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 | ||||||||||||||||||
Loan Agreement [Member] | Lender [Member] | Credit Note I [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 | ||||||||||||||||||
Loan Agreement [Member] | Lender [Member] | Credit Note I [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 | ||||||||||||||||||
Loan Agreement [Member] | Lender [Member] | Credit Note I [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Number of common stock issued | shares | 500,000 | ||||||||||||||||||
Amended and Restated Loan Agreement [Member] | |||||||||||||||||||
Warrant to purchase common stock | shares | 320,000 | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | ||||||||||||||||||
Amended and Restated Loan Agreement [Member] | Credit Note I [Member] | Bow Energy Ltd [Member] | |||||||||||||||||||
Debt face amount | $ 800,000 | ||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||
Debt maturity date | May 11, 2021 | ||||||||||||||||||
Notes payable current | $ 710,000 | ||||||||||||||||||
Increase in loan amount | $ 1,530,000 | ||||||||||||||||||
Debt default interest rate | 19.00% | ||||||||||||||||||
Repayment of notes | $ 10,000 | ||||||||||||||||||
Working interest percentage | 25.00% | ||||||||||||||||||
[1] | 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. | ||||||||||||||||||
[2] | 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 $730,000 of the obligations owed under the Loan Agreement were transferred to Blue Sky Resources Ltd. ("Blue Sky"). | ||||||||||||||||||
[3] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. | ||||||||||||||||||
[4] | Various Shareholder Advances provided by Mr. Oppenheim during 2018 and 2019. There were no formal documents drawn. Interest rates were applied based on other similar loan agreements entered into by the Company during that period. The loans are now due on demand. |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Minimum Repayments of Notes Payable (Details) - Note Payable [Member] | Sep. 30, 2020USD ($) |
2020 | $ 782,511 |
2021 | 2,325,010 |
Thereafter | |
Future minimum repayments of notes payable | $ 3,107,521 |
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, 2020 | Dec. 31, 2019 | ||
Related party notes Payable | $ 1,263,495 | $ 983,291 | |
Lee Lytton [Member] | |||
Interest rate | [1] | ||
Debt instrument maturity date description | [1] | On demand | On demand |
Related party notes Payable | [1] | $ 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],[2] | ||
Debt instrument maturity date description | [1],[2] | On demand | On demand |
Related party notes Payable | [1],[2] | $ 217,208 | |
Joel Oppenheim One [Member] | |||
Interest rate | [1],[2] | ||
Debt instrument maturity date description | [1],[2] | On demand | On demand |
Related party notes Payable | [1],[2] | $ 15,000 | |
Jovian Petroleum Corporation [Member] | |||
Interest rate | [3] | 3.50% | 3.50% |
Date of maturity | [3] | Feb. 9, 2019 | Feb. 9, 2019 |
Related party notes Payable | [3] | $ 447,486 | $ 362,583 |
Mark M Allen - SUDS Development [Member] | |||
Interest rate | [1],[4] | 9.00% | 9.00% |
Date of maturity | [1],[4] | Jun. 30, 2021 | Jun. 30, 2021 |
Related party notes Payable | [1],[4] | $ 55,000 | |
Mark M Allen - SUDS Development One [Member] | |||
Interest rate | [1],[5] | 10.00% | 10.00% |
Date of maturity | [1],[5] | Jun. 30, 2021 | Jun. 30, 2021 |
Related party notes Payable | [1],[5] | $ 135,000 | |
Mark M Allen [Member] | |||
Interest rate | [1],[6] | 12.00% | 12.00% |
Date of maturity | [1],[6] | Jun. 30, 2021 | Jun. 30, 2021 |
Related party notes Payable | [1],[6] | $ 200,000 | |
Mark M Allen One [Member] | |||
Interest rate | [1],[7] | 10.00% | 10.00% |
Date of maturity | [1],[7] | Jun. 30, 2021 | Jun. 30, 2021 |
Related party notes Payable | [1],[7] | $ 100,000 | |
Discount on Mark M Allen [Member] | |||
Interest rate | |||
Date of maturity | Jun. 30, 2021 | Jun. 30, 2021 | |
Related party notes Payable | $ (16,861) | ||
Mark M Allen Two [Member] | |||
Interest rate | [1],[8] | 10.00% | 10.00% |
Date of maturity | [1],[8] | Jun. 30, 2021 | Jun. 30, 2021 |
Related party notes Payable | [1],[8] | $ 125,000 | |
Discount on Mark M Allen One [Member] | |||
Interest rate | |||
Date of maturity | Jun. 30, 2021 | Jun. 30, 2021 | |
Related party notes Payable | $ (17,130) | $ 362,583 | |
Ivar Siem [Member] | |||
Interest rate | [9] | 12.00% | 12.00% |
Debt instrument maturity date description | [9] | On demand | On demand |
Related party notes Payable | [9] | $ 100,000 | $ 100,000 |
Ivar Siem One [Member] | |||
Interest rate | [9] | 12.00% | 12.00% |
Debt instrument maturity date description | [9] | On demand | On demand |
Related party notes Payable | [9] | $ 75,000 | $ 75,000 |
Ivar Siem Two [Member] | |||
Interest rate | [9] | ||
Debt instrument maturity date description | [9] | On demand | On demand |
Related party notes Payable | [9] | $ 50,000 | |
Joel Oppenheim Two [Member] | |||
Interest rate | [1] | 12.00% | 12.00% |
Date of maturity | [1] | Oct. 17, 2018 | Oct. 17, 2018 |
Related party notes Payable | [1] | $ 200,000 | |
[1] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. | ||
[2] | Not used | ||
[3] | 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 former 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. | ||
[4] | On April 15, 2020, the Company entered into a consulting agreement, with Mark M Allen, that included a funding clause where the Company borrowed $55,000 from Mr. Allen. Mr. Allen is responsible for the future oversight and management of the SUDS field located in Creek County, Oklahoma. The note bore interest at an interest rate of 9% per annum and matures on August 15, 2021. | ||
[5] | On January 6, 2020, the Company entered into a consulting agreement, with Mark M Allen, that included a funding clause where the Company borrowed $135,000 ($62,000 on January 6, 2020, $45,000 on May 18, 2020 and $28,000 on June 26, 2020) from a third party. The third party is responsible for the future oversight and management of the SUDS field located in Creek County, Oklahoma. The note bore interest at an interest rate of 10% per annum and mature on June 30, 2020. | ||
[6] | During 2019, the Company entered into a loan agreement in the amount of $200,000 with Mark M Allen. The note bears interest at an interest rate of 12% per annum and matures on June 30, 2021. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 2,500,000 shares of common stock at $0.08 per share. In addition, upon conversion, the note holder will also receive 10,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. | ||
[7] | On January 3, 2020, the Company entered into a loan agreement in the amount of $100,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 400,000 shares of common stock (the "Loan Warrants"), at an exercise price of $0.10 per share in Canadian dollars and expire on January 3, 2023. The fair value of issued warrants were recorded as a debt discount of $31,946 and monthly amortization of $1,775. | ||
[8] | On February 14, 2020, the Company entered into a loan agreement in the amount of $125,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 750,000 shares of common stock (the "Loan Warrants"), at an exercise price of $0.10 per share in Canadian dollars and expire in February 14, 2022. The fair value of issued warrants were recorded as a debt discount of $38,249 and monthly amortization of $1,903. | ||
[9] | On August 15, 2019, the Company entered into a loan agreement in the amount of $75,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a four (4) month maturity. On December 4, 2019, the Company entered into a loan agreement in the amount of $100,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a six (6) month maturity. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 1,250,000 shares of common stock at $0.08 per share. In addition, if converted, the note holder will also receive 5,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. On February 28, 2020, the Company entered into a $50,000 loan agreement with a related party. The note does not bear any interest (0% interest rate) is due on demand. The note includes warrants to purchase 200,000 shares of common stock (the "Loan Warrants"), at an exercise price of $0.10 per share in Canadian dollars and expire on March 1, 2022. The warrants vest and will be issued on January 1, 2021. |
Related Party Notes Payable -_2
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) (Parenthetical) | Apr. 15, 2020USD ($) | Feb. 28, 2020USD ($)shares | Feb. 14, 2020USD ($)shares | Jan. 06, 2020USD ($) | Jan. 03, 2020USD ($)shares | Jan. 02, 2020USD ($)$ / sharesshares | Dec. 04, 2019USD ($)$ / sharesshares | Aug. 15, 2019USD ($) | Jan. 15, 2019USD ($) | Sep. 17, 2018USD ($) | Apr. 12, 2018USD ($) | Feb. 09, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 26, 2020USD ($) | May 18, 2020USD ($) | Feb. 28, 2020$ / shares | Feb. 14, 2020$ / shares | Jan. 03, 2020$ / shares | |
Debt discount | $ 146,562 | $ 8,366 | |||||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||||
Discount on related party notes | $ 266,674 | ||||||||||||||||||||
Debt instrument face amount | $ 50,000 | $ 1,000,000 | $ 125,000 | $ 200,000 | |||||||||||||||||
Debt interest rate | 0.00% | 10.00% | 4.00% | 12.00% | |||||||||||||||||
Debt instrument maturity date | Mar. 1, 2022 | Apr. 25, 2021 | Jan. 15, 2020 | Oct. 17, 2019 | |||||||||||||||||
Warrant to purchase of common stock | shares | 200,000 | 5,000,000 | |||||||||||||||||||
Warrant exercise price | (per share) | $ 0.10 | $ 0.10 | |||||||||||||||||||
Warrant expiry date | Jan. 2, 2023 | ||||||||||||||||||||
Debt discount | $ 11,111 | ||||||||||||||||||||
Mark M Allen [Member] | |||||||||||||||||||||
Discount on related party notes | $ 100,000 | ||||||||||||||||||||
Debt interest rate | [1],[2] | 12.00% | 12.00% | ||||||||||||||||||
Debt instrument maturity date | [1],[2] | Jun. 30, 2021 | Jun. 30, 2021 | ||||||||||||||||||
Mark M Allen [Member] | Loan Agreement [Member] | |||||||||||||||||||||
Debt instrument face amount | $ 125,000 | $ 100,000 | $ 200,000 | ||||||||||||||||||
Debt interest rate | 10.00% | 10.00% | 12.00% | ||||||||||||||||||
Debt instrument maturity date | Jun. 1, 2020 | Jun. 1, 2020 | Jun. 30, 2021 | ||||||||||||||||||
Warrant to purchase of common stock | shares | 750,000 | 400,000 | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||||
Warrant expiry date | Feb. 14, 2022 | Jan. 3, 2023 | |||||||||||||||||||
Debt discount | $ 38,249 | $ 31,946 | |||||||||||||||||||
Amortization of debt | $ 1,903 | $ 1,775 | |||||||||||||||||||
Shares issued on conversion of debt | shares | 2,500,000 | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.08 | ||||||||||||||||||||
Vesting term | 36 months | ||||||||||||||||||||
Mark M Allen [Member] | Loan Agreement [Member] | Warrants [Member] | |||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||||||||
Shares issued on conversion of debt | shares | 10,000,000 | ||||||||||||||||||||
Mark M Allen [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Debt instrument face amount | $ 55,000 | $ 135,000 | |||||||||||||||||||
Debt interest rate | 9.00% | 10.00% | |||||||||||||||||||
Debt instrument maturity date | Aug. 15, 2021 | Jun. 30, 2020 | |||||||||||||||||||
Mark M Allen One [Member] | |||||||||||||||||||||
Discount on related party notes | $ 125,000 | ||||||||||||||||||||
Debt interest rate | [2],[3] | 10.00% | 10.00% | ||||||||||||||||||
Debt instrument maturity date | [2],[3] | Jun. 30, 2021 | Jun. 30, 2021 | ||||||||||||||||||
Jovian Petroleum Corporation [Member] | |||||||||||||||||||||
Ownership interest | 25.00% | ||||||||||||||||||||
Debt interest rate | [4] | 3.50% | 3.50% | ||||||||||||||||||
Debt instrument maturity date | [4] | 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] | |||||||||||||||||||||
Debt interest rate | [5] | 12.00% | 12.00% | ||||||||||||||||||
Ivar Siem [Member] | Loan Agreement [Member] | |||||||||||||||||||||
Debt instrument face amount | $ 100,000 | $ 75,000 | |||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||
Maturity term | 6 months | 4 months | |||||||||||||||||||
Shares issued on conversion of debt | shares | 1,250,000 | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.08 | ||||||||||||||||||||
Vesting term | 36 months | ||||||||||||||||||||
Ivar Siem [Member] | Loan Agreement [Member] | Warrants [Member] | |||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||||||||
Shares issued on conversion of debt | shares | 5,000,000 | ||||||||||||||||||||
Third Party [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Debt instrument face amount | $ 62,000 | $ 28,000 | $ 45,000 | ||||||||||||||||||
[1] | During 2019, the Company entered into a loan agreement in the amount of $200,000 with Mark M Allen. The note bears interest at an interest rate of 12% per annum and matures on June 30, 2021. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 2,500,000 shares of common stock at $0.08 per share. In addition, upon conversion, the note holder will also receive 10,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. | ||||||||||||||||||||
[2] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. | ||||||||||||||||||||
[3] | On January 3, 2020, the Company entered into a loan agreement in the amount of $100,000 with Mark M Allen. The note bore interest at an interest rate of $10% per annum and matures on June 1, 2020, with warrants to purchase 400,000 shares of common stock (the "Loan Warrants"), at an exercise price of $0.10 per share in Canadian dollars and expire on January 3, 2023. The fair value of issued warrants were recorded as a debt discount of $31,946 and monthly amortization of $1,775. | ||||||||||||||||||||
[4] | 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 former 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. | ||||||||||||||||||||
[5] | On August 15, 2019, the Company entered into a loan agreement in the amount of $75,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a four (4) month maturity. On December 4, 2019, the Company entered into a loan agreement in the amount of $100,000 with Ivar Siem. The note bears interest at an interest rate of 12% per annum with a six (6) month maturity. At the maturity date, the note holder has the right to collect the principal plus interest or convert into 1,250,000 shares of common stock at $0.08 per share. In addition, if converted, the note holder will also receive 5,000,000 warrants at an exercise price of $0.10 per share, vesting immediately with a 36 month expiration period. On February 28, 2020, the Company entered into a $50,000 loan agreement with a related party. The note does not bear any interest (0% interest rate) is due on demand. The note includes warrants to purchase 200,000 shares of common stock (the "Loan Warrants"), at an exercise price of $0.10 per share in Canadian dollars and expire on March 1, 2022. The warrants vest and will be issued on January 1, 2021. |
Related Party Notes Payable -_3
Related Party Notes Payable - Schedule of Future Minimum Repayments of Related Party Notes Payable (Details) - Notes Payable Related Party [Member] | Sep. 30, 2020USD ($) |
2020 | $ 1,263,495 |
Thereafter | |
Future minimum repayments of notes payable | $ 1,263,495 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details Narrative) | Sep. 30, 2020USD ($) | Jan. 02, 2020USD ($)shares | Jan. 02, 2020$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 18, 2018USD ($)shares | May 18, 2018$ / shares |
Derivative liability | $ 198,137 | $ 24,509 | $ 37,013 | ||||
Amended and Restated Loan Agreement [Member] | |||||||
Warrants to acquire of common stock | shares | 320,000 | ||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||
Derivative liability | $ 30,013 | ||||||
Acquisition Note [Member] | |||||||
Warrants to acquire of common stock | shares | 5,000,000 | ||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||
Derivative liability | $ 144,259 | ||||||
Warrants term | 36 months |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||
Balance, beginning | $ 24,509 | $ 37,013 |
Additions | 144,259 | |
Fair value adjustments | 29,369 | (12,504) |
Balance, ending | $ 198,137 | $ 24,509 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Liability of Fair Value Assumption (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 2.27 | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 1.58 | |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 2.27 | |
Expected Life [Member] | ||
Derivative liability, expected life | 2 years 1 month 6 days | |
Expected Life [Member] | Minimum [Member] | ||
Derivative liability, expected life | 1 year 4 months 24 days | |
Expected Life [Member] | Maximum [Member] | ||
Derivative liability, expected life | 2 years 1 month 6 days | |
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 | 208 | |
Expected Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 240 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Fair value of Asset Retirement Obligations (Details) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Asset retirement obligations at beginning of period | $ 1,723,364 | $ 1,509,622 | $ 1,509,622 | ||
Acquisition of Canadian property - Utikuma | 906,146 | ||||
Accretion expense | $ 84,477 | $ 46,764 | 199,092 | 101,400 | 149,624 |
Foreign currency translation | (16,733) | 64,118 | |||
Asset retirement obligations at end of period | 2,811,869 | 2,811,869 | 1,723,364 | ||
Canadian Properties [Member] | |||||
Asset retirement obligations at beginning of period | 1,445,991 | 1,258,399 | 1,258,399 | ||
Acquisition of Canadian property - Utikuma | 906,146 | ||||
Accretion expense | 177,839 | 123,474 | |||
Foreign currency translation | (16,733) | 64,118 | |||
Asset retirement obligations at end of period | 2,388,292 | 2,388,292 | 1,445,991 | ||
US Properties [Member] | |||||
Asset retirement obligations at beginning of period | 277,373 | $ 251,223 | 251,223 | ||
Accretion expense | 21,253 | 26,150 | |||
Foreign currency translation | |||||
Asset retirement obligations at end of period | $ 291,453 | $ 291,453 | $ 277,373 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Feb. 29, 2020 | Jan. 20, 2020 | Aug. 14, 2019 | Aug. 08, 2019 | Jul. 23, 2019 | Sep. 24, 2015 | Sep. 30, 2020 | Dec. 31, 2019 |
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 | $ 134,025 | |||||||
Warrants outstanding, weighted-average remaining contractual life | 1 year 1 month 6 days | 1 year 15 days | ||||||
Warrants outstanding, intrinsic value | $ 0 | $ 8,256 | ||||||
2015 Stock Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 40,000,000 | |||||||
Consulting Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock issued related to compensation | 250,000 | |||||||
Joel Oppenheim [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from private placement | $ 12,500 | |||||||
Private placement, description | Purchased 1 unit of the debt private placement with gross proceeds of $12,500 | |||||||
Warrant exercise price per share | $ 0.08 | |||||||
Warrants to purchase common stock | 312,500 | |||||||
Shares issued on conversion of debt | 156,250 | |||||||
Fair value of warrants | $ 15,517 | |||||||
Cash payment of debt | 2,500 | |||||||
Debt instrument, forgiveness amount | $ 10,000 | |||||||
Jovian [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from private placement | $ 12,500 | |||||||
Private placement, description | Purchased 1 unit of the debt private placement with gross proceeds of $12,500 | |||||||
Warrant exercise price per share | $ 0.08 | |||||||
Warrants to purchase common stock | 312,500 | |||||||
Shares issued on conversion of debt | 156,250 | |||||||
Joel Oppenheim [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant exercise price per share | $ 0.10 | $ 0.10 | ||||||
Warrants to purchase common stock | 10,000 | 150,000 | ||||||
Proceeds from exercise of warrants | $ 1,000 | $ 15,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, dividend rate | 9.00% | |||||||
2019 Units [Member] | Private Placements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.08 | |||||||
Number of shares issued | 1,875,000 | |||||||
Proceeds from private placement | $ 150,000 | |||||||
Private placement, description | Each 2019 Unit was comprised of one common share and two warrants entitling the holder to exercise such warrant fEach 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. | |||||||
Warrant exercise price per share | $ 0.10 |
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, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Warrants Outstanding, Beginning balance | 57,043,836 | 51,066,864 |
Warrants Outstanding, Granted | 12,650,000 | 12,250,000 |
Warrants Outstanding, Exercised | (1,650,000) | (125,000) |
Warrants Outstanding, Expired | (21,916,666) | (6,148,028) |
Warrants Outstanding, Ending balance | 46,127,170 | 57,043,836 |
Weighted Average Exercise Price, Beginning balance | $ 0.14 | $ 0.20 |
Weighted Average Exercise Price, Granted | 0.16 | 0.15 |
Weighted Average Exercise Price, Exercised | 0.08 | 0.09 |
Weighted Average Exercise Price, Expired | 0.23 | 0.25 |
Weighted Average Exercise Price, Ending balance | $ 0.16 | $ 0.14 |
Equity - Schedule of Warrants I
Equity - Schedule of Warrants Issuances During Period (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Number of Warrants granted | 12,650,000 | 12,250,000 |
Warrants [Member] | Financing Agreement [Member] | ||
Number of Warrants granted | 750,000 | 1,500,000 |
Warrants [Member] | Consulting Agreement [Member] | ||
Number of Warrants granted | 7,400,000 | |
Warrants [Member] | Private Placements [Member] | ||
Number of Warrants granted | 3,750,000 | |
Warrants [Member] | Board of Directors and Advisory Board Service [Member] | ||
Number of Warrants granted | 4,500,000 | 7,000,000 |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value of Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.40% | 1.94% |
Expected life | 2 years | 1 year |
Expected volatility | 224.00% | 240.00% |
Maximum [Member] | ||
Risk-free interest rate | 1.59% | 2.39% |
Expected life | 3 years 6 months | 3 years |
Expected volatility | 226.00% | 283.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Sep. 02, 2020USD ($)$ / sharesshares | May 29, 2020USD ($)a | May 29, 2020CAD ($)a | Aug. 21, 2019USD ($)$ / sharesshares | Jul. 23, 2019USD ($)$ / sharesshares |
Employment Agreement [Member] | President [Member] | |||||
Warrant to purchase of common stock | shares | 1,000,000 | ||||
Warrant exercise price | $ / shares | $ 0.08 | ||||
Officer compensation, per month | $ 15,000 | ||||
Number of shares issued | shares | 2,000,000 | ||||
Vesting term | 24 months | ||||
Warrants term | 36 months | ||||
Employment Agreement, Signing Bonus [Member] | President [Member] | |||||
Number of shares issued | shares | 1,000,000 | ||||
After 6 Months, Probationary Period [Member] | President [Member] | |||||
Number of shares issued | shares | 1,000,000 | ||||
Blue Sky [Member] | |||||
Remaining payments to acquire oil property | $ 484,864 | ||||
Blue Sky [Member] | Canadian Dollars [Member] | |||||
Payments to acquire oil property | $ 2,000,000 | ||||
Payments to acquire initial oil property | $ 1,000,000 | ||||
Blue Sky Resources [Member] | Utikuma Lake [Member] | |||||
Ownership percentage | 50.00% | 50.00% | |||
Blue Sky [Member] | Vermilion Energy Inc. [Member] | |||||
Ownership percentage | 100.00% | 100.00% | |||
Blue Sky Resources Ltd [Member] | |||||
Business combination, control obtained description | Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 net working interest acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 525 bopd of light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company's former 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. | Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 net working interest acres located in the Utikuma Lake area in Alberta, Canada. The property is an oil-weighted asset currently producing approximately 525 bopd of light oil. The working interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company's former 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. | |||
Blue Sky [Member] | |||||
Number of acres | a | 28,000 | 28,000 | |||
Business combination, description | The total purchase price of the property was $2,000,000 (CAD), with $1,000,000 of that total due initially. The additional $1,000,000 was contingent on the future price of WTI crude. At the time WTI price exceeded $50/bbl, the Company would pay an additional $750,000. In addition, at the time WTI price exceeded $57/bbl the Company would pay an additional $250,000 (for a cumulative contingent total of $1,000,000). Note that WTI crude prices did not exceed those price thresholds until 2021, so the contingent $1,000,000 will not be recorded until 2021. Included in the terms of the agreement, the Company also funded their portion of the Alberta Energy Regulator ("AER") bond fund requirement ($560,441), necessary for the wells to continue in production after the acquisition. Additional funds ($484,864 USD) remain in the other current asset balance for future payments to BSR, related to the acquisition. | The total purchase price of the property was $2,000,000 (CAD), with $1,000,000 of that total due initially. The additional $1,000,000 was contingent on the future price of WTI crude. At the time WTI price exceeded $50/bbl, the Company would pay an additional $750,000. In addition, at the time WTI price exceeded $57/bbl the Company would pay an additional $250,000 (for a cumulative contingent total of $1,000,000). Note that WTI crude prices did not exceed those price thresholds until 2021, so the contingent $1,000,000 will not be recorded until 2021. Included in the terms of the agreement, the Company also funded their portion of the Alberta Energy Regulator ("AER") bond fund requirement ($560,441), necessary for the wells to continue in production after the acquisition. Additional funds ($484,864 USD) remain in the other current asset balance for future payments to BSR, related to the acquisition. | |||
Jovian Petroleum Resources Two [Member] | Debt Private Placements [Member] | |||||
Proceeds from private placement | $ 50,000 | ||||
Shares issued on conversion of debt | shares | 625,000 | ||||
Private placement, description | Purchased 4 units of the debt private placement with gross proceeds of $50,000 | ||||
Warrant to purchase of common stock | shares | 1,250,000 | ||||
Warrant exercise price | $ / shares | $ 0.08 | ||||
Fair value of warrants | $ 62,066 | ||||
Joel Oppenheim [Member] | |||||
Proceeds from private placement | $ 12,500 | ||||
Shares issued on conversion of debt | shares | 156,250 | ||||
Private placement, description | Purchased 1 unit of the debt private placement with gross proceeds of $12,500 | ||||
Warrant exercise price | $ / shares | $ 0.08 | ||||
Fair value of warrants | $ 15,517 | ||||
Joel Oppenheim [Member] | Debt Private Placements [Member] | |||||
Proceeds from private placement | $ 50,000 | ||||
Shares issued on conversion of debt | shares | 625,000 | ||||
Private placement, description | Purchased 4 units of the debt private placement with gross proceeds of $50,000 | ||||
Warrant to purchase of common stock | shares | 1,250,000 | ||||
Warrant exercise price | $ / shares | $ 0.08 | ||||
Fair value of warrants | $ 62,066 | ||||
American Resource Offshore Inc. [Member] | Debt Private Placements [Member] | |||||
Proceeds from private placement | $ 25,000 | ||||
Shares issued on conversion of debt | shares | 312,500 | ||||
Private placement, description | Purchased 2 units of the debt private placement with gross proceeds of $25,000 | ||||
Warrant to purchase of common stock | shares | 625,000 | ||||
Warrant exercise price | $ / shares | $ 0.08 | ||||
Fair value of warrants | $ 31,033 | ||||
Leo Womack [Member] | Debt Private Placements [Member] | |||||
Proceeds from private placement | $ 25,000 | ||||
Shares issued on conversion of debt | shares | 312,500 | ||||
Private placement, description | Purchased 2 units of the debt private placement with gross proceeds of $25,000 | ||||
Warrant to purchase of common stock | shares | 625,000 | ||||
Warrant exercise price | $ / shares | $ 0.08 | ||||
Fair value of warrants | $ 31,033 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 9 Months Ended |
Sep. 30, 2020Integer | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Long-lived Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue | $ 953,524 | $ 834,321 | $ 1,943,866 | $ 2,453,665 | |
Production costs | (1,125,921) | (951,079) | (2,463,179) | (2,599,829) | |
Depreciation, depletion, amortization and accretion | (437,820) | (279,816) | (1,075,742) | (727,644) | |
Loss on TLSAU abandonment | (3,225,928) | (3,225,928) | |||
Results of operations from producing activities | (3,836,145) | (396,574) | (4,820,983) | (873,808) | |
Total long-lived assets | 9,053,889 | 11,740,051 | 9,053,889 | 11,740,051 | $ 11,451,088 |
Customer A [Member] | |||||
Revenue | 32,190 | 8,005 | 97,662 | ||
Customer B [Member] | |||||
Revenue | 953,524 | 802,131 | 1,935,861 | 2,356,003 | |
Canada [Member] | |||||
Revenue | 953,524 | 802,131 | 1,935,861 | 2,356,003 | |
Production costs | (1,077,420) | (864,553) | (2,273,505) | (2,357,872) | |
Depreciation, depletion, amortization and accretion | (422,800) | (267,769) | (1,030,549) | (699,504) | |
Results of operations from producing activities | (546,696) | (330,191) | (1,368,193) | (701,373) | |
Total long-lived assets | 1,957,126 | 1,389,374 | 1,957,126 | 1,389,374 | |
United States [Member] | |||||
Revenue | 32,190 | 8,005 | 97,662 | ||
Production costs | (48,501) | (86,526) | (189,674) | (241,957) | |
Depreciation, depletion, amortization and accretion | (15,020) | (12,047) | (45,193) | (28,140) | |
Loss on TLSAU abandonment | (3,225,928) | (3,225,928) | |||
Results of operations from producing activities | (3,289,449) | (66,383) | (3,452,790) | (172,435) | |
Total long-lived assets | $ 7,096,763 | $ 10,350,677 | $ 7,096,763 | $ 10,350,677 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 30, 2021 | Jan. 29, 2021 | Jan. 25, 2021 | Dec. 22, 2020 | Dec. 15, 2020 | Sep. 02, 2020 | Feb. 29, 2020 | Jul. 23, 2019 | Jan. 31, 2021 | Jan. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 26, 2020 | May 18, 2020 | Jan. 06, 2020 | |
Common Stock [Member] | |||||||||||||||||
Number of common stock issued | 591,250 | 1,875,000 | |||||||||||||||
Mark Allen [Member] | |||||||||||||||||
Debt interest rate | [1] | 12.00% | 12.00% | ||||||||||||||
Debt instrument maturity date | [1] | Jun. 30, 2021 | Jun. 30, 2021 | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||
Number of stock issued related to compensation | 250,000 | ||||||||||||||||
Employment Agreement [Member] | Mark Allen [Member] | |||||||||||||||||
Number of stock issued related to compensation | 2,000,000 | ||||||||||||||||
Description on agreement terms | The Board of Directors approved a contractual Employment Agreement between the Company and Mark M 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. | ||||||||||||||||
Cash payment | $ 90,000 | ||||||||||||||||
Warrants to purchase common stock | 1,000,000 | ||||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||||
Warrants, term | 36 months | ||||||||||||||||
Vesting term | 2 years | ||||||||||||||||
Subsequent Event [Member] | Mark Allen [Member] | |||||||||||||||||
Warrants to purchase common stock | 5,400,000 | ||||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||||
Warrants, term | 36 months | ||||||||||||||||
Debt instrument maturity date | Dec. 15, 2019 | ||||||||||||||||
Unpaid contract wages | $ 30,000 | ||||||||||||||||
Shares issued on conversion of debt | 333,333 | ||||||||||||||||
Shares issued, price per share | $ 0.09 | ||||||||||||||||
Secured loan | $ 270,000 | ||||||||||||||||
Debt instrument, conversion price | $ 0.05 | ||||||||||||||||
Subsequent Event [Member] | Mark Allen [Member] | Common Stock [Member] | |||||||||||||||||
Number of common stock issued | 5,400,000 | ||||||||||||||||
Subsequent Event [Member] | Executive Salary Payable Agreement [Member] | |||||||||||||||||
Number of stock issued related to compensation | 1,992,272 | ||||||||||||||||
Subsequent Event [Member] | Executive Salary Payable Agreement [Member] | American Resources [Member] | |||||||||||||||||
Debt instrument face amount | $ 125,000 | ||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||
Debt instrument maturity date | Jun. 1, 2021 | ||||||||||||||||
Number of shares to be issued | 500,000 | ||||||||||||||||
Subsequent Event [Member] | Settlement and Mutual Release Agreement [Member] | Paul Deputy [Member] | |||||||||||||||||
Description on agreement terms | 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. | ||||||||||||||||
Cash payment | $ 50,000 | ||||||||||||||||
Number of shares to be issued | 250,000 | ||||||||||||||||
Third Party [Member] | Consulting Agreement [Member] | |||||||||||||||||
Number of stock issued related to compensation | 250,000 | ||||||||||||||||
Debt instrument face amount | $ 28,000 | $ 45,000 | $ 62,000 | ||||||||||||||
Mark Allen [Member] | Subsequent Event [Member] | |||||||||||||||||
Warrants to purchase common stock | 1,650,000 | ||||||||||||||||
Warrant exercise price per share | $ 0.05 | ||||||||||||||||
Proceeds from exercise of warrants | $ 82,500 | ||||||||||||||||
Joel Oppenheim [Member] | |||||||||||||||||
Warrants to purchase common stock | 312,500 | ||||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||||
Debt interest rate | [2],[3] | ||||||||||||||||
Shares issued on conversion of debt | 156,250 | ||||||||||||||||
Joel Oppenheim [Member] | Subsequent Event [Member] | |||||||||||||||||
Number of common stock issued | 316,491 | 316,491 | |||||||||||||||
[1] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. | ||||||||||||||||
[2] | Not used | ||||||||||||||||
[3] | These lenders are included in both Note 5 - Notes Payable and Note 6 - Related Party Notes Payable because their classification changed from the prior year to the current year. Specifically, in the prior year they were a third party lender and then they became a related party lender in the current year, or vice versa. |