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Organization
6 Months Ended
Oct. 31, 2015
Organization And Liquidity  
Organization

Petro River Oil Corp (the “Company”) is an independent exploration and development company with a focus on drilling, completion, recompletions, and applying modern technologies to oil and gas assets. The Company’s core holdings are in Oklahoma. The Company’s operations are currently focused on the Mississippi Lime play, capitalizing on the experience, knowledge, and drilling techniques of its team. The Company is driven to utilize its expertise both in the region and in similar formations to exploit hydrocarbon prone resources with tight and/or challenging characteristics in order to create value for the Company and its shareholders. The Company’s principal administrative office is located in Houston, Texas and its principal operations are in Oklahoma with secondary operations in Kansas and Western Missouri. The Company also has an office in New York, New York, which is also headquarters to Petro Spring LLC (“Petro Spring”), the Company’s technology focused subsidiary.

 

The Company is currently focused on developing its Mississippi Lime acreage and acquiring attractive oil and gas assets in this current depressed oil market. The Company recently closed on the MegaWest Transaction (described below) in which it plans to jointly develop its acreage in Osage County, Oklahoma and announced its purchase agreement to acquire Horizon Investments (as described in Note 15), which includes a portfolio of domestic and international oil and gas assets.

 

Petro River Oil LLC (“Petro”), was incorporated under the laws of the State of Delaware on March 3, 2011.  Petro has purchased various interests in oil and gas leases, wells, records, data and related personal property located along the Mississippi Lime play in the state of Kansas from Metro Energy Corporation (“Metro”), a Louisiana company, and other interrelated entities, through a court approved order as Metro was undergoing Chapter 11 Bankruptcy proceedings as a Debtor-In-Possession of these various oil and gas assets. The Company has a total of 115,000 gross (85,000 net) acres of leased unproved property in the Mississippi Lime in Southeast Kansas.

 

Recent Developments

 

Reverse Stock Split.  On December 7, 2015 (the “Effective Date”), the Company effected a one (1) for two hundred (200) reverse split of its issued and outstanding common stock (the “Reverse Split”), and, immediately following the Reverse Split, filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State to increase the Company's authorized number of shares of common stock to 100.0 million. The reverse stock split was approved by the Company's shareholders at the Company’s annual meeting of shareholders on July 8, 2015 and the specific ratio was subsequently determined at a meeting of the Company's Board of Directors on November 11, 2015. Following the filing of an amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State on December 1, 2015, each 200 shares of issued and outstanding common stock were converted into one share of common stock. On the Effective Date, the Company's common stock will begin trading under a new CUSIP number (71647K303). The Company's ticker symbol, "PTRC", will remain unchanged; however, the ticker symbol will be represented as "PTRCD" for 20 trading days commencing on the Effective Date to designate the Reverse Split.

 

As a result of the Reverse Split, all historical share amounts have been retrospectively recast to reflect the share exchange.  No fractional shares are to be issued, with fractional shares of common stock to be rounded up to the nearest whole share.

 

 

Megawest Transaction.  On October 15, 2015, the Company entered into a contribution agreement (the “Contribution Agreement”), with Megawest Energy Kansas Corporation (“Megawest”), a Delaware corporation and wholly owned subsidiary of the Company, and Fortis Property Group, LLC (“Fortis”), a Delaware limited liability company, pursuant to which the Company and Fortis each agreed to contribute certain assets to Megawest in exchange for shares of MegaWest common stock (“Megawest Shares”).

 

Upon execution of the Contribution Agreement, (i) the Company transferred its 50% membership interest in Bandolier Energy, LLC (the “Bandolier Interest”), with net assets of $7,119,798, and cancelled all of its ownership interest in the then issued and outstanding Megawest Shares, and (ii) Fortis transferred certain indirect interests held in 30 condominium units and the rights to any profits and proceeds therefrom, with a book value of $15,544,382, to Megawest.  Immediately thereafter, Megawest issued to the Company 58,510 Megawest Shares, representing a 58.51% member interest in Megawest, as consideration for the assignment of the Bandolier Interest, and issued to Fortis 41,490 Megawest Shares, representing a 41.49% member interest in Megawest, as consideration for the assets assigned to Megawest by Fortis.  Subject to the terms and conditions of the Contribution Agreement, following six months after the execution of the Contribution Agreement, the board of Megawest will engage in a valuation of the Company’s contribution to determine the fair market value (the “Redetermination”). Any shortfall from the initial valuation at contribution resulting from the Redetermination shall be required to be funded by the Company. The board of Megawest shall have certain remedies to exercise against the Company (including a right to foreclose on all of the Company’s equity in Megawest) upon a failure by the Company to fund the shortfall following the Redetermination.  In the event of foreclosure, the Bandolier Interest would revert back to the Company.