Subsequent Events

12 Months Ended

Apr. 30, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Increase in Authorized Common Stock. On June 15, 2016, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the state of Delaware to increase the total number of shares of common stock authorized for issuance thereunder from 100 million shares to 150 million shares.

Horizon Investments Acquisition (Unaudited). On May 3, 2016, the Company consummated the acquisition of Horizon Investments.  As a result of the acquisition, the Company acquired: (i) a 20% membership interest in Horizon Energy; (ii) three promissory notes issued by the Company to Horizon Investments in the principal amount of $1.6 million (the “Horizon Notes”); (iii) approximately $690,000 (the “Closing Proceeds”); and (iv) certain bank, investment and other accounts maintained by Horizon Investments, in an amount which, together with the principal amounts of the Horizon Notes and the Closing Proceeds, total $5.0 million (collectively, the “Purchased Assets”) (the “Horizon Acquisition”). The Horizon Acquisition was completed in accordance with the term and conditions of the Conditional Purchase Agreement first entered into by the Company and Horizon Investments on December 1, 2015 (the “Purchase Agreement”). Also on the Closing Date, the Company and Horizon Investments entered into an amended and restated Purchase Agreement, pursuant to which the Company agreed to provide for additional advances by Horizon Investments to the Company.

As consideration for the Horizon Acquisition, and in accordance with the Purchase Agreement, as amended, the Company issued 11,564,250 shares of its common stock on the Closing Date, which amount included 1,395,917 additional shares of common stock in consideration for the additional cash, receivables and other assets reflected on Horizon Investment's balance sheet on the Closing Date.

Horizon Energy is an oil and gas exploration and development company owned and managed by former senior oil and gas executives.  It has a portfolio of domestic and international assets, including two assets located in the United Kingdom, adjacent to the giant Wytch Farm oil field, the largest onshore oil field in Western Europe.  Other projects include the proposed redevelopment of a large oil field in Kern County, California and the development of an additional recent discovery in Kern County.

The following table summarizes the allocation of the purchase price to the net assets acquired:

Purchase price allocation
Cash and cash equivalents	$	2,637,014
Certificate of deposit - restricted		686,355
Cost method investment – Horizon Energy Partners, LLC		688,000
Notes receivable – related party		1,500,000
Escrow deposits payable		(690,000	)
Net assets acquired	$	4,821,369
Consideration for net assets acquired
Fair value of common stock issued	$	4,821,369

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company as though the acquisition had occurred as of May 1, 2015. The pro forma amounts presented are not necessarily indicative of either the actual operation results had the acquisition transaction occurred as of May 1, 2015.

	Petro River Oil Corp. for the Year Ended April 30, 2016			Horizon I Investments, LLC for the Period from October 22, 2015 (Inception) through March 31, 2016			Pro Forma Combined For the Year Ended April 30, 2016
Revenues	$	87,939		$	-		$	87,939
Net loss	$	(11,989,758	)	$	(54,631	)	$	(12,044,389	)
Net loss per common share - basic and diluted	$	(2.58	)	$	(0.00	)	$	(0.76	)
Weighted average number of common shares outstanding - basic and diluted		4,260,670			11,564,250			15,824,920

Divestiture of Grassy Creek Assets. Effective July 11, 2016, MegaWest Energy Missouri Corp (“MegaWest Missouri”) assigned its leaseholds covering approximately 320 acres in Grassy Creek, Missouri (the “Grassy Creek Assets”) to Paluca Petroleum, Inc. (“Paluca”) in furtherance of the Company’s corporate strategy to divest its legacy assets. Pursuant to the terms and conditions of the assignment, Paluca agreed to assume all liabilities associated with the Grassy Creek Assets and, as consideration for the assignment, granted MegaWest Missouri an overriding royalty equal to 4% of the value of all oil and gas assets produced and sold under the assigned lease.

Issuance of Options. On July 11, 2016, the Company granted 1,761,458 options to directors, management and consultants. The options have an exercise price of $1.38 per share, expire ten years from the grant date and vest over a 12 to 24 month period. The Company computed the fair value of the grant as of the date of grant utilizing a Black-Scholes option-pricing model using the following assumptions: common share value based on the fair value of the Company’s common stock as quoted on the Over the Counter Bulletin Board, $1.76; exercise price of $1.38; expected volatility of 174%; and a discount rate of 1.53%. The grant date fair value of the award was $3,085,411.