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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

14.     RELATED PARTY TRANSACTIONS

The Energy Evolution Master Fund, Ltd. (“Energy Evolution”) is a related party of the Company as it beneficially owns approximately 21.4% of the Company’s outstanding shares of common stock as of June 30, 2021. Additionally, a board member of Energy Evolution is a related party of the Company as he separately beneficially owns approximately 23.58% of the Company’s outstanding shares of common stock as of June 30, 2021. The board member also is a majority owner of Petroleum & Independent Exploration, LLC and related entities (“PIE ”).

 

In March 2021, the majority owner of PIE, through the exercise of warrants, became a significant shareholder of the Company’s outstanding shares of stock (See Note 12). The Company has a joint development agreement with PIE to perform recompletion or workover on specified mutually agreed upon wells (See Note 8). As of June 30, 2021, the Company has incurred obligations of $462,959 as a part of the joint development agreement (See Note 10).

 

In connection with the purchase of XTO assets (See Note 7) the Company issued a Senior Secured Convertible Note due December 31, 2021, in the aggregate principal amount $16,250,000 (the “Secured Note”) to Energy Evolution Ltd (See Note 11). As partial consideration for the issuance of the Secured Note, Empire issued to Energy Evolution Ltd (i) 1,500,000 shares of common stock along with (ii) a warrant certificate to purchase up to 3,000,000 shares of common stock at an exercise price of $1.00 per warrant share until May 14, 2022. Under the warrant certificate, the exercise price is subject to customary downward adjustments. As of June 30, 2021 the Company has repaid principal $2,800,000 plus interest of $56,472 on the Secured Note.

Additionally, Energy Evolution Ltd, provided an Unsecured Convertible Note in the principal balance of $1,500,000 (See Note 11). The funds received by the Company in connection with the issuance of the Unsecured Convertible Notes were used to pay a performance bond required in connection with the XTO acquisition. Energy Evolution Ltd. has converted its Unsecured Convertible Note to 1,200,000 shares of the Company’s common stock as of June 30, 2021.

Energy Evolution, Ltd also purchased 600,000 shares of the Company’s common stock in May, 2021 which had been offered as an inducement to purchase the Unsecured Convertible Notes (See Note 10).

Concurrent with the acquisition and financing of the XTO assets (See Note 7), the Company made an investment in Energy Evolution Fund LP, an affiliate of Energy Evolution Ltd, a related party, in the amount of $1,250,000 (See Note 3). The investment was mutually terminated on August 19, 2021 (See Note 17).