Debt | Debt Short-Term Debt: Short-Term Borrowing - Glencore Advance In February 2017, the Company received $13.6 million as an advance (the “February Advance”) under a stand-alone spot oil sales contract with Glencore Energy UK Ltd. ("Glencore"). Interest accrued on the February Advance at the rate of LIBOR plus 6.5% . Repayment of the February Advance was made from the February 2017 crude oil lifting. In September 2017, the Company received $23.5 million as an advance (the “September Advance”) under an exclusive off-take contract with Glencore (the “Off-take Contract”). Interest accrued on the September Advance at the rate of LIBOR plus 6.5% . Repayment of the September Advance was made from the September 2017 crude oil lifting. Short-Term Debt - Related Party On September 19, 2017, the Company, through its wholly-owned subsidiary EPNL, borrowed $0.2 million under a short-term loan agreement (the "2017 Short-Term Note") entered into with CAMAC Nigeria Limited, an affiliated company, at the flat interest rate of 5% and matures November 30, 2017. Long-Term Debt : Term Loan Facility In September 2014, the Company, through its wholly-owned subsidiary EPNL, entered into the Term Loan Facility (as amended or modified, the “Term Loan Facility”) with Zenith Bank PLC ("Zenith") for a five -year senior secured term loan providing initial borrowing capacity of up to $100.0 million . Of the total commitment provided, 90.0% of the Term Loan Facility was available in U.S. dollars, while the remaining 10% was available in Nigerian Naira. U.S. dollar borrowings under the Term Loan Facility currently bear interest at the rate of LIBOR plus 9.0% . The obligations under the Term Loan Facility include a legal charge over the OMLs and an assignment of proceeds from oil sales. The obligations of EPNL have been guaranteed by the Company and rank in priority with all its other obligations, subject to the provisions under the Override Deed (defined below). Proceeds from the Term Loan Facility were used for the further expansion and development of the Oyo field offshore Nigeria. In June 2016, the Term Loan Facility was modified contingent upon the signing of a loan agreement, which was signed in August 2016. The modification put in place a moratorium on principal payments until June 2017 and extended the term of the Term Loan Facility until February 2021. Additionally, it reduced the funding requirement of the debt service reserve account (“DSRA”) to an amount equal to one quarter of interest until the price of oil exceeds $55 per barrel, at which time an amount equal to two quarters of interest will then be required. Upon executing the Term Loan Facility, the Company paid fees totaling $2.6 million . Upon modification of the Term Loan Facility, additional fees of $1.4 million were incurred. These fees were recorded as debt issuance cost and are being amortized over the life of the Term Loan Facility using the effective interest method. As of September 30, 2017 , $1.7 million of the debt issuance costs remained unamortized. Under the Term Loan Facility, the following events, among others, constitute events of default: EPNL failing to pay any amounts due within thirty days of the due date; bankruptcy, insolvency, liquidation or dissolution of EPNL; a material breach of the Term Loan Facility by EPNL that remains unremedied within thirty days of written notice by EPNL; or a representation or warranty of EPNL proves to have been incorrect or materially inaccurate when made. Upon any event of default, all outstanding principal and interest under any loans will become immediately due and payable. Further, Zenith has the right to review the terms and conditions of the Term Loan Facility. During the nine months ended September 30, 2017 , the Company made payments of $0.4 million and $4.2 million for the principal repayment of the Naira portion of the loan and for the U.S. dollar principal, respectively. As of September 30, 2017 , the Company recognized an unrealized foreign currency gain of $5.0 million on the Naira portion of the loan, reducing the balance under the Term Loan Facility to $82.3 million , net of debt discount. Of this amount, $59.7 million was classified as long-term and $22.6 million as short-term. Accrued interest for the Term Loan Facility was $2.1 million as of September 30, 2017 . MCB Finance Facility and Related Agreements On February 6, 2017, the Company and its subsidiary, EPNL, entered into a Pre-export Finance Facility Agreement (the “MCB Finance Facility”) with The Mauritius Commercial Bank Limited, as mandated lead arranger, agent, security agent, original lender and issuing bank (“MCB”). The MCB Finance Facility provides for a total commitment of $100.0 million and is supported by a guarantee from The Standard Bank of South Africa Limited (“SBSA”), as named guarantor, which guarantee is facilitated by the South African Public Investment Corporation (SOC) Limited ("PIC"), the Company’s second largest shareholder. The PIC guarantee is made with recourse to the Company pursuant to the Company’s entry into the Financing Support Agreement with PIC (the "Financing Support Agreement"). In connection with the MCB Finance Facility, and as a condition precedent to the initial drawdown thereunder, EPNL entered into the Off-take Contract with Glencore dated January 18, 2017 for EPNL’s entire volumes of oil produced from the OMLs located offshore Nigeria. Pursuant to the MCB Finance Facility, EPNL is required to comply with the terms of the Off-take Contract, ensure payments and deliveries of oil and notify MCB of any failures under such contract and ensure that it receives a fair market price for delivered oil. The MCB Finance Facility is supported by the SBSA guarantee as facilitated by PIC, the assignment of the Off-take Contract and the assignment by way of security of certain accounts, including a debt service reserve account, as set forth in the MCB Finance Facility. EPNL was required to deposit $10.0 million (s ee Note 2 – Basis of Presentation and Recently Issued Accounting Standards - Restricted Cash) at the closing of the MCB Finance Facility into the debt service reserve account with MCB and maintain that balance for so long as borrowings are outstanding under the MCB Finance Facility. The aforementioned guarantee and security agreements were entered into by the parties thereto before the initial drawdown on the MCB Finance Facility. EPNL may make drawdowns under the MCB Finance Facility by way of loans and/or letters of credit until June 30, 2017 after which the remaining balance of MCB's commitment as of that date may be drawn and deposited into a capital expenditure reserve account for payment of invoices expected to be payable within six months after June 30, 2017. Borrowings under the MCB Finance Facility bear interest at the three-month LIBOR plus 6% . Additionally the Company is required to pay an unused commitment fee of 2% per annum. After a grace period that ended on June 30, 2017, the MCB Finance Facility will be repaid over a period starting from June 30, 2017 and ending on December 31, 2019. The MCB Finance Facility includes customary fees, including a commitment fee, structuring fee, underwriting fee, management fee, fees payable in respect of utilization of the MCB Finance Facility by way of letter of credit and other fees, and subjects EPNL to certain covenants under the terms of the MCB Finance Facility, and is subject to customary events of default. The Company did not draw down the remaining Available Facility on June 30, 2017 as expected and is currently in discussions with MCB to amend the agreement. The Company is seeking to extend the Availability period, including the Grace Period, as well as a revised repayment schedule. The Company did not make the principal payment due and a portion of interest due on September 30, 2017. Also, on June 27, 2017, a vendor filed a suit against a wholly-owned subsidiary of the Company seeking an amount in excess of $10.0 million (see Note 9 - Commitments and Contingencies for further information). These constitute events of default under the MCB Finance Facility. In October 2017, the Company obtained a waiver of default on these events from MCB. The Company made its initial drawdown under the MCB Finance Facility in March 2017 (the "March 2017 drawdown"). As part of the March 2017 drawdown, the Company incurred debt issuance costs amounting to $8.7 million . As of September 30, 2017 , $7.5 million of the debt issuance costs remained unamortized, which is shown as a discount to long-term debt on the consolidated balance sheet. As of September 30, 2017 , the amount drawn under the MBC Finance Facility was $63.2 million . Accrued interest and unused commitment fees under the MCB Finance Facility was $1.9 million as of September 30, 2017 . During the nine months ended September 30, 2017, the Company paid $0.1 million for the principal repayment of the MCB Finance Facility. Under the MCB Finance Facility, the Company is required to maintain specified financial ratios. Maintenance of these financial ratios (the "cover ratios"), including a debt service cover ratio and a life cover ratio, commenced during the quarter after the initial drawdown. As of September 30, 2017, the Company is in compliance with the cover ratios. Also on February 6, 2017, the Company and PIC also entered into the Financing Support Agreement. Pursuant to the Financing Support Agreement, PIC agrees to apply for, request and authorize SBSA, or any other reputable commercial bank acceptable to MCB, to issue a bank guarantee in favor of MCB in the amount of $100.0 million . The issuance of a guarantee in favor of MCB by SBSA or another reputable commercial bank was a condition precedent to the closing of the MCB Finance Facility. In consideration for this undertaking, the Company agreed to pay PIC an upfront fee equal to 250 basis points on the guarantee amount and issue to PIC warrants to purchase a number of shares of the Company’s common stock in an amount equal to the guarantee amount multiplied by 20% divided by the closing market price of the Company’s common stock on the day that EPNL receives the funds available under the MCB Finance Facility (the "warrants issuance date), with an exercise price equal to such closing market price. The Company recognized a derivative liability for the warrants that are expected to be issued for the portion of the amount drawn under the MCB Finance Facility at September 30, 2017 . S ee Note 2 – Basis of Presentation and Recently Issued Accounting Standards - Fair Value Measurements for further information. The Company also has agreed to indemnify PIC from and against certain claims and losses. The amount of any and all indemnifiable losses suffered by PIC agreed or otherwise required to be paid by the Company will be paid in cash or, at the option of PIC, may be paid in newly issued shares of the Company’s common stock. In March 2017, the Company paid $2.5 million to PIC in fees under the Financing Support Agreement which is recorded as debt issuance costs as discussed above and is being amortized to interest expense over the life of the MCB Financing Facility. On February 8, 2017, and in connection with the MCB Finance Facility, the Company, EPNL, MCB and Zenith, the Company’s existing secured lender, also entered into an Override Deed (the “Override Deed”). The Override Deed establishes, inter alia, pro-rata rights of MCB and Zenith in respect of the proceeds from the Off-take Contract, governs the mechanics of any enforcement action by the creditors and sets out pro-rata sharing of enforcement proceeds between MCB and Zenith. The Override Deed also grants the necessary consents to EPNL’s entry into the MCB Finance Facility and related documents. Long-Term Debt Maturities Scheduled principal repayments on the outstanding balance on the Term Loan Facility and the MCB Finance Facility are as follows ( in thousands ): Scheduled payments by year Principal 2017 (remainder) $ 24,931 2018 62,054 2019 21,277 2020 26,597 2021 and thereafter 12,198 Total principal payments 147,057 Less: Unamortized debt issuance costs (9,191 ) Total Long term debt, net $ 137,866 Long-Term Debt – Related Party: As of September 30, 2017 , the Company’s long-term related party debt was $129.8 million , consisting of $24.9 million owed under a 2011 Promissory Note, $50.0 million owed under a 2014 Convertible Subordinated Note, $48.5 million , net of discount, owed under a 2015 Convertible Note, and $6.4 million owed under a 2016 Promissory Note. Allied, a related party, was the holder of each of the 2011 Promissory Note, the 2014 Convertible Subordinated Note, and the 2015 Convertible Note (collectively the "Related Party Notes"). During the nine months ended September 30, 2017 , Oltasho became the holder of each of the Related Party Notes. Please also see Note 1 - Company Description for changes in control in the Company which occurred during 2017. Each of the Related Party Notes contains certain default and cross-default provisions, including failure to pay interest and principal amounts when due and default under other indebtedness. As of September 30, 2017 , the Company was not in compliance with certain default provisions of the Related Party Notes with respect to the payment of quarterly interest. Further, the risk of cross-default exists for each of the Related Party Notes if the holder of the Term Loan Facility exercises its right to terminate the Term Loan Facility and accelerate its maturity. In July 2017, Oltasho agreed to waive through their respective maturity dates its rights under all default provisions of each of the Related Party Notes. 2011 Promissory Note EPNL, the Company's wholly owned subsidiary, has a $25.0 million borrowing facility under a promissory note (the "2011 Promissory Note"). Interest accrues on the outstanding principal under the 2011 Promissory Note at a rate of the 30 -day LIBOR plus 2% per annum, payable quarterly. In March 2017, the 2011 Promissory Note became convertible, at the sole option of the holder, into shares of the Company’s common stock at a conversion price of $3.415 per share. In July 2017, the 2011 Promissory Note was amended to extend the maturity date to December 2019. The entire $25.0 million facility amount can be utilized for general corporate purposes. The stock of the Company’s subsidiary that holds the exploration licenses in The Gambia and Kenya were pledged as collateral to secure the 2011 Promissory Note, pursuant to an Equitable Share Mortgage arrangement. As of September 30, 2017 , the outstanding principal and accrued interest under the 2011 Promissory Note were $24.9 million and $2.2 million , respectively. As referred to above, this Note was transferred to Oltasho during the nine months ended September 30, 2017 . 2014 Convertible Subordinated Note As partial consideration in connection with the February 2014 acquisition of interests in Oil Mining Leases ("OMLs") located offshore Nigeria from Allied, the Company issued a $50.0 million Convertible Subordinated Note in favor of Allied (the “2014 Convertible Subordinated Note”). Interest on the 2014 Convertible Subordinated Note accrues at a rate per annum of one-month LIBOR plus 5% , payable quarterly in cash until the maturity of the 2014 Convertible Subordinated Note five years from the acquisition date. At the election of the holder, the 2014 Convertible Subordinated Note is convertible into shares of the Company’s common stock at an initial conversion price of $4.2984 per share, subject to anti-dilution adjustments. The 2014 Convertible Subordinated Note is subordinated to the Company’s existing and future senior indebtedness and is subject to acceleration upon an Event of Default (as defined in the 2014 Convertible Subordinated Note). The following events, among others, constitute an Event of Default under the 2014 Convertible Subordinated Note: the Company failing to pay interest within thirty days of the due date; the Company failing to pay principal when due; bankruptcy, insolvency, liquidation or dissolution of the Company; a material breach of the 2014 Convertible Subordinated Note by the Company that remains unremedied within ten days of such material breach; or a representation or warranty of the Company proves to have been incorrect or materially inaccurate when made. Upon any event of default, all outstanding principal and interest under any loans will become immediately due and payable. As of September 30, 2017 , the Company owed $10.5 million in accrued interest under the 2014 Convertible Subordinated Note. The Company may, at its option, prepay the 2014 Convertible Subordinated Note in whole or in part, at any time, without premium or penalty. Further, the 2014 Convertible Subordinated Note is subject to mandatory prepayment upon (i) the Company’s issuance of capital stock or incurrence of indebtedness, the proceeds of which the Company does not apply to repayment of senior indebtedness or (ii) any capital markets debt issuance to the extent the net proceeds of such issuance exceed $250.0 million . The holder may assign all or any part of its rights and obligations under the 2014 Convertible Subordinated Note to any person upon written notice to the Company. In July 2017, the 2014 Convertible Subordinated Note was amended to extend the maturity date to December 2019. As of September 30, 2017 , the outstanding principal under the 2014 Convertible Subordinated Note was $50.0 million . As referred to above, this Note was transferred to Oltasho during the nine months ended September 30, 2017 . 2015 Convertible Note In March 2015, the Company entered into a borrowing facility with Allied in the form of a Convertible Note (the “2015 Convertible Note”), allowing the Company to borrow up to $50.0 million for general corporate purposes. In July 2017, the maturity date of the 2015 Convertible Note was extended to December 2019. Interest accrues at the rate of LIBOR plus 5% , and is payable quarterly. The 2015 Convertible Note is convertible into shares of the Company’s common stock upon the occurrence and continuation of an event of default, at the sole option of the holder. The number of shares issuable upon conversion is equal to the sum of the principal amount and the accrued and unpaid interest divided by the conversion price, defined as the volume weighted average of the closing sales prices on the NYSE American for a share of common stock for the five complete trading days immediately preceding the conversion date. As of September 30, 2017 , the Company had borrowed $48.5 million under the note and issued to Allied warrants to purchase approximately 2.7 million shares of the Company’s common stock at prices ranging from $2.00 to $7.85 per share. The total fair market value of the warrants amounting to $5.0 million based on the Black-Scholes option pricing model was recorded as a debt discount, and is being amortized using the effective interest method over the life of the note. As of September 30, 2017 , the debt discount has been fully amortized. Additional warrants are issuable in connection with future borrowings, with the per share price for those warrants determined based on the market price of the Company’s common stock at the time of such future borrowings. As of September 30, 2017 , the outstanding balance of the 2015 Convertible Note, net of discount, was $48.5 million . Accrued interest on the 2015 Convertible Note was $7.3 million as of September 30, 2017 . As referred to above, this Note was transferred to Oltasho during the nine months ended September 30, 2017 . 2016 Promissory Note In March 2016, the Company borrowed $3.0 million under a short-term Promissory Note agreement entered into with an entity related to the Company's then majority shareholder, which accrued interest at a rate of the 30 -day LIBOR plus 7% per annum. In April 2016, the Company borrowed an additional sum of $1.0 million from the same lender, under another short-term Promissory Note, which also accrued interest at a rate of the 30 -day LIBOR plus 7% per annum. In May 2016, the Lender of the two Promissory Notes agreed to combine both notes into a $10.0 million borrowing facility (the "2016 Promissory Note"). Interest accrues at a rate of the 30 -day LIBOR plus 7% per annum. Subsequent to the combination of both notes into the 2016 Promissory Note, the Company had additional drawings under the 2016 Promissory Note totaling $2.4 million . As of September 30, 2017 , the outstanding balance under the 2016 Promissory Note was $6.4 million . Accrued interest on the 2016 Promissory Note was $0.8 million as of September 30, 2017 . In March 2017, the 2016 Promissory Note became convertible, at the sole option of the holder, into shares of the Company’s common stock at a conversion price of $3.415 per share. In July 2017, the maturity date of the 2016 Promissory Note was extended to April 2023. |