Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies |
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The Company has held no insurance coverage on its U.S domestic oil and gas properties for a number of years. The Company is not in compliance with Federal and State laws regarding the U.S. domestic oil and gas properties. The Company’s known compliance issues relate to the Texas Railroad Commission regarding administrative filings and renewal permits. The ultimate resolution of these compliance issues could have a material adverse impact on the Company’s financial statements. |
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Nicaraguan Concessions |
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The Company received notification of final approval of the EIA by the Nicaraguan government on April 13, 2013, which began Sub-Period 2. Therefore, the Company has progressed to Sub-Period 2 of the exploration phase of the 30-year concession for both Perlas and Tyra as of June 30, 2014. In accordance with the Nicaraguan Concession agreements, the Company has provided the Ministry of Energy with the required letters of credit in the amounts of $443,100 for Perlas (expired March 2014) and $408,450 for Tyra (expired September 2014). The Company has also made all required expenditures related to the Nicaraguan Concessions for training programs and as “area fees,” for each respective year for 2010 through 2013. The Company is currently negotiating the renewal of the required letters of credit with the Nicaraguan Government and its lenders; however, there can be no assurance that the Company will be successful in that regard. The Company considers it is fully in compliance with the terms of the Nicaraguan Concessions agreements, subject to renewal of the expired letters of credit and is in year three of the exploration phase of the 30-year Nicaraguan Concessions. |
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Minimum Work Program – Perlas |
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Block Perlas – Exploration Minimum Work Commitment and Relinquishments | |
Exploration Period | | | Duration | | | Work Commitment | | | Relinquishment | | | Irrevocable | |
(6 Years) | (Years) | Guarantee |
Sub-Period 1 | | | | 2 | | | - Environmental Impact Study | | | 26km2 | | | $ | 443,100 | |
- Acquisition & interpretation of 333km of new 2D seismic |
- Acquisition, processing & interpretation of 667km of new 2D seismic (or equivalent in 3D) |
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Sub-Period 2 Optional | | | | 1 | | | - Acquisition, processing & interpretation of 200km2 of 3D seismic | | | 53km2 | | | $ | 1,356,227 | |
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Sub-Period 3 Optional | | | | 1 | | | - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower | | | 80km2 | | | $ | 10,220,168 | |
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Sub-Period 4 Optional | | | | 2 | | | - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower | | | All acreage except | | | $ | 10,397,335 | |
- Geochemical analysis | areas with discoveries |
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Minimum Work Program - Tyra |
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Block Tyra – Exploration Minimum Work Commitment and Relinquishments | |
Exploration Period | | | Duration | | | Work Commitment | | | Relinquishment | | | Irrevocable | |
(6 Years) | (Years) | Guarantee |
Sub-Period 1 | | | | 1.5 | | | - Environmental Impact Study | | | 26km2 | | | $ | 408,450 | |
- Acquisition & interpretation of 667km of existing 2D seismic |
- Acquisition of 667km of new 2D seismic (or equivalent in 3D) |
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Sub-Period 2 Optional | | | | 0.5 | | | - Processing & interpretation of the 667km 2D | | | 40km2 | | | $ | 278,450 | |
seismic (or equivalent in 3D) acquired in the |
previous sub-period |
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Sub-Period 3 Optional | | | | 2 | | | - Acquisition, processing & interpretation of | | | 160km2 | | | $ | 1,818,667 | |
250km2 of new 3D seismic |
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Sub-Period 4 Optional | | | | 2 | | | - Drilling of one exploration well to the Cretaceous or 3,500m, whichever is shallower | | | All acreage except | | | $ | 10,418,667 | |
- Geochemical analysis | areas with discoveries |
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Contractual and Fiscal Terms |
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Training Program | | US $50,000 per year, per block | | | | | | | | | | | | | |
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Area Fee | | Yr 1-3 | | | $0.05/hectare | | | | | | | | | | |
Yr 4-7 | $0.10/hectare | | | | | | | | | |
Yr 8 fwd | $0.15/hectare | | | | | | | | | |
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Royalties | | Recovery Factor | | | Percentage | | | | | | | | | | |
0 – 1.5 | 5% | | | | | | | | | |
1.5 – 3.0 | 10% | | | | | | | | | |
>3.0 | 15% | | | | | | | | | |
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Natural Gas Royalties | | Market value at production | | | 5% | | | | | | | | | | |
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Corporate Tax | | Rate no higher than 30% | | | | | | | | | | | | | |
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Social Contribution | | 3% of the net profit (1.5% for each autonomous region) | | | | | | | | | | | | | |
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Investment Protection | | ICSID arbitration | | | | | | | | | | | | | |
OPIC insurance | | | | | | | | | |
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Sub-Period 2 of the exploration phase began April 13, 2013, when the Nicaraguan Government approved the environmental impact study. The minimum cash requirements related to the Nicaraguan Concessions for the next twelve month period will be approximately $5,415,000, of which $4,945,000 is related to seismic activities and $470,000 is related to the training fees, area fees and other expenditures under the Nicaraguan Concession. The Company estimates that the total actual cost of 2D and 3D seismic activities for the acreage will be a minimum of $8,000,000 (including $5,937,013 already expended for seismic activities) over the next 18-24 month period. In addition to the minimum cash requirements related to the Nicaraguan Concessions, the Company estimates that it will require approximately $315,000 of working capital to maintain corporate operations for the next 12 months, but not including debt obligations owed to third parties. |
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Revenue Sharing Commitments |
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On March 23, 2009, the Company entered into a Securities Purchase Agreement, dated effective as of March 23, 2009, with Off-Shore, an accredited investor, to issue a subordinated secured promissory note in the aggregate principal amount of up to $1,275,000 and a one percent (1%) revenue sharing interest in the Nicaraguan Concessions. As of December 31, 2009, Off-Shore had funded $1,275,000 (the “Funding Amount”). |
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Under the Revenue Sharing Agreement (the “Revenue Agreement”), Infinity assigned to Off-Shore a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP shall bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid to Off-Shore by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for Off-Shore. In connection with its dissolution Off-Shore assigned its RSP to its members. |
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On June 6, 2009 the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP shall bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for officers and directors. |
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The Company intends to seek joint venture or working interest partners (the “Farmout”) prior to the commencement of any exploratory drilling operations on the Nicaraguan Concessions. On September 8, 2009 the Company entered into a Revenue Sharing Agreement with Jeff Roberts to assist the Company with its technical studies of gas and oil holdings in Nicaragua and managing and assisting in the Farmout. Infinity assigned to Jeff Roberts a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP shall bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid to Jeff Roberts by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for Jeff Roberts. |
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On September 8, 2009 the Company entered into a Revenue Sharing Agreement with Thompson Knight Global Energy Services (“Thompson Knight”) to assist the Company with its technical studies of gas and oil holdings in Nicaragua and managing and assisting in the Farmout. Infinity assigned to Thompson Knight a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP shall bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid to Thompson Knight by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for Thompson Knight. This Revenue Sharing Agreement is expected to expire as a result of the Letter of Intent entered into with Granada Exploration, LLC (See Note 10). |
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In connection with the extension of the Note payable with a $1,050,000 principal balance issued in December 2013, the Company entered into a Revenue Sharing Agreement effective May 2014. Infinity assigned to the note holder a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of 8/8ths of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions. The RSP shall bear its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions and does not create any rights in the Nicaraguan Concessions for officers and directors. |
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Lack of Compliance with Law Regarding Domestic Properties |
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Infinity is not in compliance with existing federal, state and local laws, rules and regulations for its domestic properties and this could have a material or significantly adverse effect upon the liquidity, capital expenditures, earnings or competitive position of Infinity. For the year ended December 31, 2008 the remaining values of Infinity-Texas and Infinity-Wyoming were written down to zero as the Company focused solely on the development of the Nicaraguan Concessions. In addition, Infinity-Texas was disposed of in July 2012; however, the Company may remain liable for certain asset retirement costs should the new owner not complete their obligations. Management believes the estimate of asset retirement obligations which includes the Company’s officer indemnification liabilities consisting of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties for its former Texas oil properties is sufficient to cover any noncompliance liabilities. The Company no longer carries insurance on the domestic properties. |
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Contingent Fees |
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In addition to the Revenue Sharing Agreement with Thompson Knight to assist the Company with its technical studies of gas and oil holdings in Nicaragua and managing and assisting in the Farmout, the Company agreed to compensate Thompson Knight a success fee of 5% of the upfront cash fee paid to Infinity by a third party earning an interest in the Nicaragua asset up to $20 million and 10% of any amount exceeding the $20 million. A 2% success fee would be paid to Thompson Knight of the remaining cash investment in subsequent years. This success fee agreement is expected to expire as a result of the Letter of Intent entered into with Granada Exploration, LLC (See Note 10). |
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Litigation |
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The Company is subject to numerous claims and legal actions in which vendors are claiming breach of contract due to the Company’s failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements. |
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The Company is currently involved in litigation as follows: |
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| ● | Exterran Energy Solutions, L.P., f/k/a Hanover Compression Limited Partnership, who filed an action in the District Court of Erath County, Texas, number CV30512, on March 31, 2010 against Infinity Oil and Gas of Texas, Inc., Infinity Energy Resources, Inc., Longhorn Properties, LLC, and Forest Oil Corporation. Exterran Energy Solutions, L.P. provided certain gas compressor and related equipment pursuant to a Gas Compressor/Production Equipment Master Rental & Servicing Agreement with Infinity dated January 3, 2005 in Erath County, Texas and has claiming breach of contract for failure to pay amounts due. On October 13, 2011, a default judgment was entered against the Company in the amount of $445,521 plus interest and attorney fees. The Company has included the impacts of this litigation as liabilities in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. | | | | | | | | | | | | | |
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| ● | In October 2012 the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company has engaged in negotiations with the State of Texas in late 2012 and early 2013 and has reached a settlement agreement that would reduce the aggregate liability, in this action and any extension of this to other Texas wells, to $45,103, which amount has been paid. Certain performance obligations remain which must be satisfied in order to finally settle and dismiss the matter. | | | | | | | | | | | | | |
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| | Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the officers retain potential liability on the above matter, and the officers are held personally harmless by indemnification provisions of the Company. Therefore these liabilities, to the extent they might become actual, are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 Infinity-Texas operated wells. This related liability, less the payment made to the State of Texas in 2012 in the amount of $45,103, is classified as officer indemnification liability on the consolidated balance sheets. | | | | | | | | | | | | | |
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| ● | Timothy Berge, who filed an action in the District Court, City and County of Denver Colorado number 09CV9566, was granted a default judgment on November 8, 2010 against the Company in the amount of $304,921 plus costs. Mr. Berge provided certain geological services to Infinity Oil and Gas of Texas, Inc. and claimed breach of contract for failure to pay amounts he alleged were due. The Company was unable to defend itself in this matter due to limited financial resources even though it believes that it had meritorious defenses. On May 27, 2014 the Company settled this litigation by the issuance of 100,000 shares of common stock and the payment of $10,000 cash. The Company had previously established a provision of $304,878 related to this litigation as an accrued liability in the accompanying balance sheet. The value of the 100,000 shares of common stock and $10,000 cash paid in settlement of this litigation totaled $125,000 resulting in a gain of $179,878, which was recorded in the statement of operations. | | | | | | | | | | | | | |
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| ● | Cambrian Consultants America, Inc. (“Cambrian”) filed an action in the District Court of Harris County, Texas, number CV2014-55719, on September 26, 2014 against Infinity Energy Resources, Inc. resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Company’s offshore Nicaraguan concessions. Cambrian provided these services pursuant to a Master Consulting Agreement with Infinity dated November 20, 2013, and is claiming breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $96,877 plus interest and attorney fees. The Company has included the impacts of this litigation as liabilities in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. | | | | | | | | | | | | | |