NOTES PAYABLE | Notes payable, related parties On January 3, 2011, Jed Miesner, the Company’s CEO and Chairman at the time of the agreement signed a note for Amazing Energy, LLC (AEL) in the amount of $1,940,000. A recent review of the historical records of AEL, now a subsidiary of the Company, shows that Miesner signed as manager and member of AEL, although he was neither. AEL was private then, and Miesner claims he disclosed to the board this note, although no loan proceeds were paid to AEL. As shown in notes ten and twelve, this has led to a dispute with Miesner over this and other notes he made about the same time. The loan is scheduled to mature on December 31, 2030, bear interest at the rate of 8% per annum, and collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. Unaware of the facts surrounding this dispute, effective April 1, 2019, the Company redeemed all of the issued and outstanding shares of its Series A Preferred Stock. The holder of 100% of the Series A was Jed Miesner. The Company redeemed all 9,000 shares of the Series A, which had the voting power equivalent to 90,000,000 shares of the Company’s common stock, for the consideration of $100.00 per share, or a total payment of $900,000. The redemption price was effectuated through an increase in the principal balance of a promissory note issued to Mr. Miesner by the Company’s wholly owned subsidiary Amazing Energy, LLC. The principal balance of the Note was increased from $1,940,000 to $2,840,000. On December 30, 2010, Jed Miesner, again, who was neither a member, nor a manager of AEL signed a note from AEL to Petro Pro Ltd., an entity controlled by Jed Miesner for $1,100,000. No loan proceeds were paid from Petro Pro to AEL, instead, Petro Pro claims that it paid for consulting services of a third party which were proceeds from a fourth party in an unrelated deal. This note is also part of the dispute that is shown in notes ten and twelve. The loan is scheduled to mature on December 31, 2030, bear interest at the rate of 8% per annum and is collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. Terms of the notes were modified effective February 1, 2015, pursuant to an agreement between Jed Miesner, Petro Pro, Ltd., JLM and the Company. Beginning February 1, 2017, and continuing through February 1, 2019, the interest rate on the aforementioned notes was reduced from 8% to 6% per annum. Starting February 1, 2019 and continuing through the maturity date of the two notes (December 31, 2030), the annual interest rate on the notes was set at a rate equal to the Happy State Bank prime rate of 5.25% plus 2% at January 31, 2020. On December 30, 2010, again, although he was neither member, nor manager of AEL, now a wholly owned subsidiary of the Company) a note to secure a $2,000,000 line of credit facility with JLM Strategic Investments LP, an entity controlled by Jed Miesner. Funds advanced on the line of bear interest at the rate of 8% per annum and are collateralized with a leasehold deed of trust covering certain leasehold interests in Pecos County, Texas. Principal maturities for the two loan agreements and the credit facility outstanding at January 31, 2020 for the remaining terms are summarized by year as follows: Principal Maturities Twelve months Jed Miesner Petro Pro, Ltd. JLM Strategic Total 2020 $ 310,995 $ 176,337 $ 41,170 $ 528,502 2021 67,272 38,144 - 105,416 2022 72,655 41,196 - 113,851 2023 78,467 44,492 - 122,959 2024 84,744 48,051 - 132,795 Subsequent years 2,225,867 751,780 - 2,977,647 $ 2,840,000 $ 1,100,000 $ 41,170 $ 3,981,170 Related party interest expense on these notes for the six months ended January 31, 2020 and 2019 was $150,521 and $93,195, respectively. Accrued interest payable – related parties as of January 31, 2020 and July 31, 2019 was $303,379 and $152,858, respectively. At January 31, 2020, the balance of the convertible debt and accrued interest was convertible into membership units of Amazing Energy, LLC, a wholly owned subsidiary of the Company, at $.60 per unit. See Note 10 Commitments and Contingencies and Note 12 Subsequent Events about negotiations with Mr. Miesner regarding these notes payable. On October 16, 2018, the Company entered into promissory notes with its Chairman of the Board and one of its Directors to fund the acquisition of the Wyatt properties in Pecos County, Texas and to allow the Company to enter into an Option Agreement for acquisition of several oil and gas producing properties in Lea County, New Mexico. The aggregate principal amount of the two new notes was $600,000. The notes required a placement fee of $60,000 (equal to 10% of the principal amounts of the loans), which was expensed as financing cost during year ended July 31, 2019. As additional consideration for the financing, the Company issued 2,400,000 warrants for the right to acquire its common stock at an exercise price of $0.25 per share for a term of six years. As a result, the Company recorded a debt discount of $288,000 to account for the relative fair value of the warrants. The debt discount was amortized as interest expense over the term of the note. On October 26, 2018, the Company paid $400,000 on the promissory notes. During the fiscal year ended July 31, 2019, an additional $260,000 of the promissory notes were satisfied through the noteholders’ participation in an offering of working interest. At July 31, 2019, the notes have been paid in full and the related debt discount has been fully amortized. Related party financing costs on these notes for the year ended July 31, 2019 was $77,000. Promissory note payable – October 2018 On October 22, 2018, the Company entered into a promissory note with Bories Capital, LLC (Bories) for $500,000, the owner of which is a holder of all of the outstanding shares of the Company’s Preferred B stock. The note bears interest at the Hancock Whitney Bank prime rate plus two percent (7.50% at January 31, 2020) and is due in full at maturity on October 24, 2020. Interest is payable monthly beginning on November 30, 2018. As additional consideration for the note, the Company agreed to modify the terms of 2,674,576 warrants to acquire common stock held by the owner of Bories. The warrants were amended to change the exercise price from $0.60 to $0.40 per share and to extend the expiration date from July 31, 2019 to April 1, 2024. These modifications resulted in a financing fee of $480,771 which represents the difference in the fair value of the warrants before and after the change in terms. The amount was recognized as a discount on the note and is being amortized as interest expense over the term of the note. Amortization of $121,180 and $62,126 was recognized as interest expense during the six months ended January 31, 2020 and 2019, respectively. At January 31, 2020, the discount balance is $178,259. In addition, terms of the Series B Preferred Stock held by the owner of Bories were modified. The Company agreed to suspend its right to call the preferred stock April 1, 2024; the original call date was April 1, 2019. Additionally, the Series “B” Preferred stockholder’s right to convert the preferred shares into warrants to acquire the Company’s common stock was amended to extend the conversion period to April 1, 2024. Note payable, acquisition – October 2018 On October 12, 2018, the Company entered into an agreement for the acquisition of oil and gas producing interests in New Mexico for $2,000,000. As part of the agreement, the Company entered into a seller financed note payable of $1,900,000. The note bears interest at the rate of 7% per year and the entire balance of principal and interest was due at maturity on December 31, 2019. At January 31, 2020, the Company and the Seller are in negotiations related to extending the maturity date of the note. The note is secured by the assets of Amazing Energy, LLC. Convertible notes payable – August and September, 2019 On August 20, 2019, September 2, 2019, and September 9, 2019, the Company entered into three convertible note agreements with face values of $400,000, $250,000, and $250,000, respectively. The notes bear interest at the rate of 12% per year and are due six months after the borrowing dates. The notes were issued with an original issue discount of 10%. The principal and unpaid interest on the notes are convertible in whole or in part into shares of the Company’s common stock by the lenders at any time prior to maturity. The conversion rate is the lesser of (i) 50% of the lowest trading price during the previous 20 day trading period ending on the latest completed trading date prior to the date of each note, or (ii) 50% of the lowest trading price during the previous 20 day trading period ending on the latest completed trading date prior to the lender electing conversion. The Company may pre-pay the notes, in full, at any time prior to the due date so long as Company is not in default under any terms of the notes. The original issue discount of 10% resulted in a discount on the notes payable balance. In addition, the conversion terms of the notes resulted in a beneficial conversion feature that created an additional discount on the notes payable balance. For two of the three notes, the 10% original issue discount and the beneficial conversion feature amounts were greater than the net proceeds received. Thus, the notes were fully discounted on the date of issuance. The third note was discounted to all but $2,778 of the note’s face value. The discount is being recognized as interest expense over the term of the notes. Each lender received shares of the Company’s common stock as a commitment fee in connection with the borrowings. The fair value of these shares of $117,500 was recognized as a financing expense during the six months ended January 31, 2020. A summary of the convertible notes payable upon issuance is as follows: Lender Face Original Net Beneficial Total Shares of Fair value Labrys Fund, LP $ 400,000 $ (40,000 ) $ 360,000 $ (360,000 ) $ (400,000 ) 500,000 $ 55,000 Morningview Financial, LLC. 250,000 (25,000 ) 225,000 (225,000 ) (250,000 ) 312,500 31,250 Firstfire Global Opportunities Fund, LLC. 250,000 (25,000 ) 225,000 (222,222 ) (247,222 ) 312,500 31,250 $ 900,000 $ (90,000 ) $ 810,000 $ (807,222 ) $ (897,222 ) 1,125,000 $ 117,500 Under the terms of the notes, the Company also issued shares of its common stock (the “Returnable Shares”). These shares will be returned to the Company if the convertible notes are fully repaid and satisfied prior to their due dates. If the convertible notes are not paid timely, the fair value of the shares will be recognized as a financing fee. At January 31, 2020, the Returnable Shares total 5,625,000 shares and have a fair value of $787,500. At January 31, 2020, the notes are classified current liabilities. The notes were not paid when they became due in February and March 2020. Because the notes were not repaid by their respective maturity dates (see Note 12 Subsequent Events), the lenders are entitled to retain these shares. The fair value of these shares on the maturity dates will be recognized as a financing cost in the three months ended April 30, 2020. The note agreements contain a provision whereby the conversion rate will be adjusted in the event that the Company issues any common stock at a per share price lower than the current conversion rate. The agreements also contain covenants whereby the Company will be required to obtain consent from the lenders to acquire its own common stock, borrow, sell assets, and lend funds. At January 31, 2020, information about the convertible notes payable is as follows: Number of Accrued convertible interest common Face Value Discount Net Balance payable shares Labrys Fund, LP $ 400,000 $ (43,011 ) $ 356,989 $ 21,436 6,666,667 Morningview Financial, LLC. 250,000 (44,355 ) 205,645 12,411 5,000,000 Firstfire Global Opportunites Fund, 250,000 (51,537 ) 198,463 11,836 5,000,000 $ 900,000 $ (138,903 ) $ 761,097 $ 45,683 16,666,667 Amortization of the discount of $758,319 was recognized as interest expense during the six months ended January 31, 2020. Equipment note payable On September 13, 2016, the Company entered into a retail installment sale contract and security agreement (the “equipment note”) for the purchase of equipment. The equipment note is collateralized by a tractor loader backhoe. The equipment note requires 60 monthly installment payments of $994 through September 13, 2021. At January 31, 2020 and July 31, 2019, the balance of the note was $13,762 and $21,018, respectively. Future principal payments for the twelve months ending October 31, 2020 and 2021 total $11,928 and $1,834, respectively. |