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SUBSEQUENT EVENTS
9 Months Ended
Mar. 31, 2017
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

 

8. SUBSEQUENT EVENTS

 

Third PSC Amendment and Presidential Decree

 

On April 12, 2017 SCS, SAPETRO and Guinea executed a Third Amendment to the PSC (the “Third PSC Amendment”) that was subject to the receipt of a Presidential Decree and the closing of the Farmout Agreement. We received a Presidential Decree on April 21, 2017 approving the assignment of 50% of our participating interest in the Guinea concession to SAPETRO, and it confirms the two companies’ rights to explore for oil and gas on our 5,000-square-kilometer Concession offshore the Republic of Guinea. The contract requires that drilling operations in relation to the obligation well Fatala-1 (the “Extension Well”) are to begin no later than May 30, 2017 and provides that additional exploration wells may be drilled within the exploration period at the companies’ option.

 

The Third PSC Amendment further reaffirms clear title of SAPETRO and SCS to the Concession as well as amends the security instrument requirements under the PSC. SCS and SAPETRO agreed to a US $5 million security instrument to be put in place within 30 days from the date of the Presidential Decree.

 

In addition on April 12, 2017 SCS and SAPETRO separately agreed that SCS’s “sufficient financing for the Obligation Well Costs” as defined in the Farmout Agreement was to be set at $15 million in “cash and committed financing to the satisfaction of SAPETRO acting reasonably” in addition to costs already incurred. Further, SAPETRO and SCS agreed that, subject to Closing, SAPETRO may elect to pay for a portion of SCS’s Fatala-1 well costs so long as SCS is not in default of either the PSC or the Farmout Agreement and requires credit support. In case SAPETRO makes such payments for a share of SCS’s costs of, SCS shall assign to SAPETRO 2% of its participating interest in the Concession for each $1 million of SCS’s costs paid by SAPETRO.

 

The Pacific Sirocco drillship entered Guinea shelf waters as provided by the terms of the Third PSC Amendment on May 21, 2017, which is within the 30 days from the Presidential Decree signing date. It relieves SAPETRO and SCS from an obligation to place a $5 million security instrument with the Government of Guinea. Subsequent to arrival of the Pacific Scirocco in Guinea waters, SCS begins mobilization of additional equipment, materials and supplies on the rig to prepare for spudding the Fatala 1 well, which constitutes the commencement of the drilling operations before May 30, 2017 as required by the Third PSC Amendment.

 

Prior to that, on May 20, 2017 we entered into Amendment No.1 to the Offshore Drilling Contract with a subsidiary of Pacific Operations Drilling Limited (“Pacific Amendment”).  The Pacific Amendment clarifies the use of the Pacific Scirocco drill ship for the upcoming drilling program offshore Guinea and provides for Special Mobilization and Standby Rate (“SMSR”) of $100,000 per day  to apply at moment the drill ship enters Guinea territorial waters.  It further provides that SMSR ends the later of when Pacific Sirocco receives from SCS a 28 day notice for drilling commencement or  July 17, 2017. In consideration for the extension of the Pacific Sirocco Contract and reduction of the costs associated with it, we agreed with Pacific Scirocco Limited (“Pacific”) to issue and deliver to Pacific a number of shares of our Common Stock equal to $1,000,000 at a 10 day average market price preceding the date of the agreement to issue the shares.

 

Closing of Additional Private Placement Offering

 

On April 18, 2017, we consummated a third closing of a private placement offering (the “Offering”) and issued and sold additional 710 Units of securities, at a purchase price of $1,000 per Unit. On April 26, 2017, we consummated a fourth closing of the Offering and issued and sold additional 50 Units of securities at a purchase price of $1,000 per Unit.   (See Note 7 — Shareholders’ Equity — Series A Preferred Stock) Each “Unit” consisted of (i) one share of the Company’s 1% Series A Convertible Preferred Stock, par value $0.001 per share, with a Stated Value of $1,040 per share (the “Series A Preferred Stock”), and (ii) a warrant (the “Investor Warrant”) to purchase 223 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), exercisable from issuance until two years after the date of the initial closing of March 17, 2017, at an exercise price of $3.50 per share (subject to adjustment in certain circumstances).  At the April 18, 2017 closing, we issued to the Subscribers an aggregate of (i) 710 shares of Series A Preferred Stock and (ii) Investor Warrants to purchase an aggregate of 158,330 shares of Common Stock. At the April 26, 2017 closing, we issued to the Subscribers an aggregate of (i) 50 shares of Series A Preferred Stock and (ii) Investor Warrants to purchase an aggregate of 1,150 shares of Common Stock.

 

We received an aggregate of $760,000 in gross cash proceeds, before deducting placement agent fees and expenses, and legal, accounting and other fees and expenses, in connection with the April 18, 2017 and April 26, 2017 sale of the Units.   We expect to use the net proceeds of $661,441 from the sale of the Units for general corporate purposes and to further our business interests in the Republic of Guinea, including, but not limited to, the drilling of an exploration well on our offshore Concession.

 

In conjunction with the April 18, 2017 and April 26, 2017 closing, we paid Katalyst Securities $68,400 of cash fees and issued to the Placement Agent or its designees Placement Agent Warrants to purchase an aggregate of 20,120 shares of Common Stock.

 

Investor Warrants and Placement Agent Warrants will be recorded as additional derivative liabilities.

 

We filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on May 1, 2017 in connection with common shares that preferred stock is convertible into and warrants exercisable for. On May 18, 2017, we filed an amended Registration Statement on Form S-1/A.