Entry into a Material Definitive Agreement, Completion of Acquisition or Di
Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed in Items 2.01 and 3.02 is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 30, 2014, Petro River Oil Corp. (the “Company”), entered into a Subscription Agreement, attached hereto as Exhibit 10.1 (the “Subscription Agreement”), pursuant to which the Company purchased a 50% interest in Bandolier Energy LLC (“Bandolier”). The Company has the right to appoint a majority of the board of managers of Bandolier. Thereafter, Bandolier, pursuant to that certain Securities Purchase Agreement, effective January 1, 2014 and attached hereto as Exhibit 10.2 (the “Securities Purchase Agreement”), acquired from Nadel and Gussman, LLC, Charles W. Wickstrom, and Shane E. Matson, in an all-cash transaction, all of the issued and outstanding equity of Spyglass Energy Group, LLC (“Spyglass”), the owner of oil and gas leases, leaseholds, lands, and options and concessions thereto, located in Osage County, Oklahoma. The Company has filed a request for confidential treatment for certain terms of the Subscription Agreement and the Securities Purchase Agreement, including the purchase price and capital contribution paid by the Company.
Subsequent to the transactions described above, Bandolier assigned a 51% interest in Spyglass to PO1, LLC (“PO1”), a whollyowned subsidiary of the Company, pursuant to an Assignment and Assumption Agreement, dated as of May 30, 2014 and attached hereto as Exhibit 10.3 (the “Assignment”). Pursuant to the terms of the Assignment, PO1 has 180 days to pay Bandolier an amount equal to the aggregate initial capital contributions made by all Series A members of Bandolier pursuant to the Subscription Agreement, otherwise the assignment of the 51% interest to PO1 shall be cancelled.
The foregoing description of the transactions and agreements does not purport to be complete and is qualified in its entirety by the Subscription Agreement, the Securities Purchase Agreement and the Assignment, which are filed as exhibits hereto and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The Company’s Executive Chairman, Scot Cohen, is a manager of, and investor in, Pearsonia West Investment Group, LLC (“PWIG”), a special purpose vehicle formed for the purpose of investing in Bandolier with the Company. The Board of Directors of the Company was informed of Mr. Cohen’s participation in these transactions and pre-approved of them in accordance with the Company’s Code of Ethics. In connection with PWIG’s investment in Bandolier, the Company and PWIG entered into an agreement, dated May 30, 2014 and attached hereto as Exhibit 10.4 (the “Exchange Agreement”), granting the members of PWIG an option, exercisable at any time prior to May 30, 2017, to exchange their pro rata share of the Bandolier interests for shares of the Company’s common stock, at a price of $0.08 per share of common stock, subject to adjustment (the “Option”). The Option, if fully exercised, would result in the Company issuing 55,000,000 shares of its common stock to the members of PWIG. The Option was issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), under Section 4(a)(2) of the Act.
The foregoing description of the transactions and agreements does not purport to be complete and is qualified in its entirety by the Exchange Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
Item 8.01 Other Events.
On June 5, 2014 the Company issued a press release discussing these matters, which is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item 9.01 Financial Statements and Exhibits.
10.1* Subscription Agreement, dated as of May 30, 2014, by and among Bandolier Energy LLC and the undersigned purchasers
10.2* Securities Purchase Agreement, effective as of January 1, 2014, by and among Nadel and Gussman, LLC, Charles W. Wickstrom, Shane E. Matson and Bandolier Energy, LLC
10.3 Assignment and Assumption Agreement, dated as of May 30, 2014, by and between Bandolier Energy, LLC and PO1, LLC
10.4 Agreement, dated as of May 30, 2014, by and between Petro River Oil Corp. and Pearsonia West Investment Group, LLC
99.1 Press Release, dated June 5, 2014
* The Company has requested confidential treatment with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and these confidential portions have been redacted from the filing made herewith. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.
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