XML 111 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Note 11 - Subsequent Events
12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 11 – SUBSEQUENT EVENTS

 

On February 17, 2022, the Company entered into a Purchase and Sale Agreement (“PSA”) with Progressive. Under the terms of the PSA, the Company will acquire leases and related assets to certain oil and gas wells located in Logan County in Central Oklahoma as more fully descried in the PSA. Under the PSA the Company is obligated to make an additional cash payment of $490,000 after giving effect to one hundred and ten thousand dollars previously paid for the option and extension payments (see Note 3), and a further payment of three (3%) percent of the net revenue from new wells drilled until Progressive receives $350,000. The acquired leases under the PSA comprise approximately 2,080 gross acres of developed and undeveloped proven production in the Cherokee Uplift in central Oklahoma, including 34 well bores, six of which are active. On March 9, 2022, the Company closed on the acquisition of 34 well bores and related assets under the PSA. We are entitled to receive the proceeds of production from January 1, 2022 under the terms of the PSA and Progressive is required to operate the properties and transfer ownership and royalty decks to Company following a one-month transition period. Under the PSA we are obligated to make a further payment of three (3%) percent of the net revenue from new wells drilled until Progressive receives an additional $350,000.

 

On February 25, 2022, the Company entered into secured senior secured convertible note for the purchase and sale of convertible promissory notes (“Convertible Note”) in the principal amount of $5,000,000. The Senior Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note is secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. On the same day, the assigned advances of $413,206 from a related party were transferred to the Convertible Note. As of the date of this filing, the Company has not received in cash proceeds from the convertible note.

 

On February 23, 2022, the Company amended the December 3, 2020 promissory note with, Mr. Leaver, President of the Company. As amended, the principal balance of note will be $406,750, which includes the original promissory of $65,000, advances of $325,580 and $16,170 in accrued interest. Of the $325,580 in advances, $31,280 were advanced subsequent to December 31, 2021. The promissory note matures on February 23, 2025 and bears interest at 5% per annum. In February 2022, Mr. Leaver advanced the Company an additional $500,000. On February 25, 2022, Mr. Leaver assigned the $406,750 promissory note and $500,000 advance to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on February 25, 2024. The note is convertible into shares of the Company at $5.00 per share.

 

On January 28, 2019, the Company entered into a Project Sale Agreement (the “PSA”) with Visionary Resources, LLC. (“Visionary”). Visionary has developed an oil and gas exploration project in northwestern Texas (the “Battlewagon Project”). The Battlewagon Project includes several prospective areas, and the Company is interested in exploring these areas and utilizing Visionary’s geophysical and other data and expertise. The Company agreed to pay the Project Fee of two hundred thousand dollars ($200,000) by March 31, 2020. The Company and Visionary have entered into various extension agreements, the current one being dated January 4, 2021 (the “Extension Agreement”). On January 1, 2022, the Company entered an Extension Agreement with Visionary, the Company may acquire access to the intellectual property owned or licensed by Visionary for a cash payment of two hundred thousand dollars ($200,000) on or before March 4, 2022. The agreement was further extended to September 2, 2022.

 

Subsequent to December 31, 2021, the Company has received cash proceeds of $1,231,500 from unexecuted subscription agreements.  The unexecuted agreements are to sell common stock at $1.00 per share.