LOAN AGREEMENTS | NOTE 6 - LOAN AGREEMENTS Credit Agreement As of As of Term loan - Heartland (due January 8, 2018) $ 2,750,000 $ 2,750,000 Unamortized debt discount (33,236 ) (37,911 ) Deferred financing costs (192,927 ) (220,020 ) Term loan - Heartland, net 2,523,837 2,492,069 Less: amount due within one year (2,523,837 ) (2,492,069 ) Term loan - Heartland due after one year $ - $ - On January 8, 2015, the Company entered into the Credit Agreement with Heartland Bank (the “Credit Agreement”), as administrative agent and the Lenders party thereto. The Credit Agreement provides for a three-year senior secured term loan in an initial aggregate principal amount of $3,000,000, or the Term Loan, which principal amount may be increased to a maximum principal amount of $50,000,000 at the request of the Company pursuant to an accordion advance provision in the Credit Agreement subject to certain conditions, including the discretion of the lender. Funds borrowed under the Credit Agreement may be used by the Company to (i) purchase oil and gas assets, (ii) fund certain Lender-approved development projects, (iii) fund a debt service reserve account, (iv) pay all costs and expenses arising in connection with the negotiation and execution of the Credit Agreement, and (v) fund the Company’s general working capital needs. On December 29, 2015, after a default on an interest payment and in connection with the merger, the Company entered into the Forbearance Agreement with Heartland. The Forbearance Agreement restricts Heartland from exercising any of its remedies until April 30, 2016 and is subject to certain conditions, including a requirement for the Company to make a monthly interest payment to Heartland. On March 1, 2016, the Company entered into an amendment to the Forbearance Agreement with Heartland (the “First Amendment”). Pursuant to the First Amendment, the amount of New Subordinated Debt (as defined in the Amendment) was increased by $1 million to a total of $5 million. The Company agreed to use the proceeds from the issuance of up to $1,000,000 in New Subordinated Debt, issued after March 1, 2016, for the following purposes: (i) up to $150,000 paid to the Company’s auditors, (ii) up to $100,000 for legal expenses related to the Merger and (iii) up to $750,000 for interest payments to the Lenders and for the Company’s general working capital and other ordinary accounts payable. Additionally, the Company agreed to deliver by email to Heartland (i) a list of any money in escrow, and the investor which deposited such money, for any anticipated financing to be used for the proposed purchase of the Brushy Resources, Inc. bank loan from its senior lender, Independent Bank, and the repayment of the Loan (the “New Financing”) and (ii) a brief update on the status and targeted closing date of the New Financing. Following a default on the required March 1, April 1, and May 1 interest payments, on May 4, 2016, the Company entered into a second amendment to the Forbearance Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the limit on the amount of New Subordinated Debt the Company had been permitted to raise was eliminated and the Forbearance Expiration Date was extended to May 31, 2016. As consideration for the forgoing, the Company paid Heartland the overdue interest owed pursuant to the Term Loan and interest due through May 31, 2016 in the approximate amount of $87,000 and reimbursement of a portion of Heartland’s fees and expenses in an approximate amount of $53,000. Convertible Notes March 31, 2016: Related Non Related Party Convertible notes $ 2,350,002 $ 1,900,000 Unamortized debt discount (502,506 ) (475,891 ) Convertible notes, net 1,847,496 1,424,109 Less: amount due within one year (1,847,496 ) (1,424,109 ) Convertible notes due after one year $ - $ - December 31, 2015: Related Non Related Party Convertible notes $ 1,800,002 $ 1,150,000 Unamortized debt discount (745,450 ) (476,261 ) Convertible notes, net 1,054,552 673,739 Less: amount due within one year (1,054,552 ) (673,739 ) Convertible notes due after one year $ - $ - During the three months ended March 31, 2016 and 2015, the Company amortized $789,000 and zero of convertible debt discount, respectively. This amount is recorded as a component of non-cash interest expense. From December 29, 2015 to January 5, 2016, the Company entered into 12% Convertible Subordinated Note Purchase Agreements with various lending parties (the “Purchasers”), for the issuance of an aggregate principal amount of $3.75 million unsecured subordinated convertible notes, which includes the $750,002 of short-term notes exchanged for convertible notes by the Company and warrants to purchase up to an aggregate of approximately 15,000,000 shares of Common Stock at an exercise price of $0.25 per share. The proceeds from this financing were used to pay a $2 million refundable deposit in connection with the merger, to fund approximately $1.3 million of interest payments to our lenders and for our working capital and accounts payables. The convertible notes bear interest at a rate of 12% per annum, payable at maturity on June 30, 2016. The convertible notes and accrued but unpaid interest thereon are convertible in whole or in part from time to time at the option of the holders thereof into shares of our Common Stock at a conversion price of $0.50. The convertible notes may be prepaid in whole or in part (but with payment of accrued interest to the date of prepayment) at any time at a premium of 103% for the first 120 days and a premium of 105% thereafter, so long as no Senior Debt is outstanding. The convertible notes contain customary events of default, which, if uncured, entitle each noteholder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest, subject to certain subordination provisions. On March 18, 2016, the Company issued an additional aggregate principal amount of $500,000 of convertible notes and warrants to purchase 2.0 million shares of Common Stock, which have the terms and conditions as the convertible notes and warrants with the exception of the maturity date on the convertible notes, which is April 1, 2017. A portion of the proceeds from these convertible notes were used to make advances to Brushy for payment of operating expenses pending completion of the Merger. If the Merger is not completed, these amounts are subject to repayment by Brushy. Additionally, on or about May 6, 2016 (the “May Financing”), the Company issued an additional aggregate principal amount of approximately $1.3 million of convertible notes and warrants to purchase approximately 5.0 million shares of Common Stock, which have the same terms as the convertible notes with a maturity date of April 1, 2017 and with the exception of the warrant exercise price which is $0.01. Debentures As of March 31, 2016 and December 31, 2015: 8% Convertible debentures, net (due 2018; 8% weighted average interest rate) $ 6,846,465 Unamortized debt discount - 8% Convertible debenture, net 6,846,465 Less: amount due within one year (6,846,465 ) 8% Convertible debenture due after one year $ - In numerous separate private placement transactions between February 2011 and October 2013, the Company issued an aggregate of approximately $15.6 million of Debentures, secured by mortgages on several of its properties. On January 31, 2014, the Company entered into a debenture conversion agreement (the “First Conversion Agreement”) with all of the holders of the Debentures. Pursuant to the terms of the First Conversion Agreement, $9.0 million in Debentures (approximately $8.73 million of principal and $270,000 in interest) was converted by the holders to shares of Common Stock at a conversion price of $2.00 per share. In addition, the Company issued warrants to the Debenture holders to purchase one share of Common Stock for each share issued in connection with the conversion of the Debentures, at an exercise price equal to $2.50 per share. Under the terms of the First Conversion Agreement, the balance of the Debentures may be converted to Common Stock on the terms provided therein (including the terms related to the warrants) at the election of the holder, subject to receipt of stockholder approval as required by Nasdaq continued listing requirements. On December 29, 2015, the Company entered into a second agreement with the holders of its Debentures, which provides for the full automatic conversion of Debentures into shares of the Company’s Common Stock at a price of $0.50 per share, upon the receipt of requisite stockholder approval and the consummation of the merger. If the Debentures are converted on these terms, it would result in the issuance of 13,692,930 shares of Common Stock and the elimination of $8.08 million in short-term debt obligations including accrued but unpaid interest which would be forfeited and cancelled upon conversion pursuant to the terms of the agreement. As of March 31, 2016 and December 31, 2015 the Company had $6.85 million, net, remaining Debentures, which prior to December 29, 2015, were convertible at any time at the holders’ option into shares of Common Stock at a conversion price of $2.00 per share, subject to certain standard adjustments. If the merger is not successful or the stockholders do not approve the conversion of the Debentures at the Company’s special meeting to be held in the second quarter of 2016, the Debentures will no longer be subject to the terms of current debenture conversion agreement. The debt discount amortization on the Debentures was approximately $6,000 for the three months ended March 31, 2015. Interest Expense For the three months ended March 31, 2016 and 2015, the Company incurred interest expense of approximately $1.3 million and $222,000, respectively. Non-cash interest of approximately $821,000 and $172,000, respectively, were comprised of amortization of the deferred financing costs and accretion of the Debentures payable and convertible note discounts. |