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SUBSEQUENT EVENTS
12 Months Ended
May 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS

 

On June 27, 2022 the Company repaid the Convertible Note entered into in December 2021. The repayment totaled $65,745 comprised of $55,000 principal and $10,745 related accrued interest and prepayment penalty interest. Further, the related deferred debt discount and debt issue costs totaling $4,435 were recorded as interest expense.

 

On June 22, 2022, Laredo, Bradley E. Sparks, the Company’s Chief Financial Officer and a director of the Company (“Sparks”), and Olfert No. 11-4 Holdings, LLC (“Olfert”) executed an Assignment Agreement and Consent (the “Assignment Agreement”). The Assignment Agreement provides, among other things, for the Company to assign to Sparks the rights to purchase up to 356,243 of the 500,000 membership units of Olfert then held by the Company, in exchange for Sparks’ payment to Olfert of $356,243 of the Company’s remaining $500,000 capital commitment to Olfert. The Assignment Agreement was approved by the uninterested members of the Company’s Board of Directors.

 

Laredo entered into a Secured Promissory Note dated June 28, 2022 (the “Note”),with the initial principal amount of $750,000. The Note is payable to Cali Fields LLC (the “Lender”). The Note will accrue interest on the outstanding principal sum at the rate of 15.0% per annum. The Company may prepay the Note in whole or in part, without penalty, with any such payment being applied first to any accrued and unpaid interest, and then to the principal amount. The Note has a maturity date of December 31, 2023.

 

As partial consideration for the Lender’s advance of the principal amount of the Note, the Company agreed to pay the Lender a quarterly revenue royalty equal to 0.5% of the consolidated revenue of the Company and its consolidated subsidiaries from the production of oil, gas, gas liquids and all other hydrocarbons, recognized by the Company during the most recent calendar quarter during the “Royalty Period.” The Royalty Period is from June 1, 2022 through May 31, 2027.

 

The Note is secured by the Company’s fifty percent (50%) interest in Cat Creek Holdings, LLC.

 

The Company has entered into a financial advisory agreement dated July 21, 2022, pursuant to which the Company engaged Dawson James Securities, Inc. (“Dawson”) to render services as a corporate finance consultant. The term of the Advisory Agreement is twelve months from the date of the Advisory Agreement, unless terminated by either party after 60 days from the date of the Advisory Agreement, with 30 days prior written notice to the other party. Under the terms of the Advisory Agreement, the consultant will provide advice to the Company concerning business and financial planning, corporate organization and structure, private and public equity and debt financing, and such other matters as the parties may mutually agree.

 

As compensation to Dawson for the services provided under the Advisory Agreement, the Company will pay Dawson $30,000 per calendar quarter, with the first such payment due one day after the date of execution, and each subsequent payment due three months after the previous payment. The Company also agreed to issue to Dawson 2,600,000 fully paid and non-assessable shares of the Company’s common stock, payable in four installments of (i) 1,000,000 shares within three business days after the date of the Advisory Agreement, (ii) 550,000 shares for the subsequent quarter, and (iii) 525,000 shares for each of the remaining two quarters during the term of the Advisory Agreement.

 

If during the term of the Advisory Agreement the Company decides to (i) finance or refinance any indebtedness using a manager or an agent, or (ii) raise funds by means of a public offering or private placement of equity or debt securities, if Dawson has secured at least $5,000,000 in equity financing for the Company during the term of the Advisory Agreement, Dawson will have the right to act as lead manager, placement agent or agent (or have any affiliate act in such role) for such financing.

 

On August 30, 2022, the Company entered an agreement to settle the $138,000 loan and related accrued interest received from Cat Creek in exchange for certain fixed assets.