Each one in plain English, with the numbers worked through for a shareholder.
7 Apr 2016capital raising announcement▼ BadMajor
Signed agreements with an unnamed accredited institutional investor: a $530,000 debenture sold for $500,000 (5% discount) with a warrant exercisable for $4.5 million, plus a $5.26 million face Series C preferred stock purchase agreement at a $3.25 conversion price and a second warrant.
The Silver Star credit line failed: of the $2.4 million Silver Star was meant to advance in $200,000 monthly slices, only $1 million ever arrived, so the company turned to a $250,000 personal loan from director Alan Dreeben (booked as a $275,000 note after a 10% discount) and $450,000 of convertible notes from HFT. At the same meeting shareholders cut the quorum for their own votes from a majority to 33%, the board explaining that the stock was too thinly held to muster one.
CEO Anthony Schnur called the pending Segundo Resources acquisition a significant step, with 50 Hunton drilling locations identified and a rename to Camber Energy planned at closing. The company also amended its Silver Star credit line and sold a further $200,000 convertible note under it.
Sold Silver Star a fifth $200,000 convertible note (total $1 million of the $2.4 million line) and learned $300,000 of notes had been assigned to Rockwell Capital Partners. It gave Silver Star 30 days' notice to prepay the notes while stating it lacked the funds to do so.
Lucas Energy scheduled a January 21, 2016 conference call, with a presentation, to discuss its proposed acquisition of Hunton play oil and gas properties in the Mid-Continent and its new strategic direction and rebranding.
31 Dec 2015director officer appointment● NeutralMajor
Lucas agreed to buy producing Texas and Oklahoma properties from Segundo Resources and twenty other sellers - more than 1,200 barrels a day, several times its own output - for $31.35 million of assumed bank debt, $4.975 million cash, 13,009,664 shares and $13.8 million face value of a new redeemable convertible preferred stock. A company that had been selling assets for $700,000 at a time was taking on an acquisition many times its own size, and the preferred stock issued to pay for it is the ancestor of the dilution that later defined it. Retention bonuses of $250,000 were set aside to keep staff through the closing, $100,000 of it for chief executive Anthony Schnur.
Lucas Energy agreed to acquire Texas and Oklahoma producing oil and gas properties (about 1,200 barrels/day, mostly from the Hunton formation) from Segundo Resources and 20 other sellers, paying by assuming $31.35 million of bank debt and issuing new convertible preferred stock - the deal that would soon lead to the company's rename to Camber Energy.
Sold Silver Star a second $200,000 convertible note on October 23, 2015, effective October 21, under its $2.4 million credit line. The first $200,000 note had been sold on September 28.
Drew the first $200,000 under its new $2.4 million Silver Star Oil Company convertible-note credit line -- 6% interest (15% in default), convertible at $1.50/share -- opening a fresh drip-financing relationship after the Victory Energy deal fell through.
Sold 45,546 treasury shares to Allied Petroleum (run by a Silver Star Oil Company principal) for $104,756 at a 17% discount to market -- a minor transaction tied to the new Silver Star credit line.
With NYSE MKT delisting still looming after 18 months of compliance extensions, Lucas Energy lined up a new $2.4 million convertible-note credit line from Silver Star Oil Company and further eased lender Louise H. Rogers's loan terms (maturity pushed to October 2016) - stopgap financing while its listing status stayed unresolved.
Lucas settled with Victory and Earthstone, ending the planned merger and related agreements. Earthstone agreed to pay Lucas $54,020, and Lucas agreed to issue 1,101,729 restricted shares to Victory for the $600,000 owed, in lieu of pledged shares never issued. Lucas also sold 139.04 net Karnes County acres to Earthstone for $347,600.
15 May 2015material agreement termination▼ BadMajor
The non-binding letter of intent for a merger with Victory Energy was terminated on May 11, 2015. Under the loan agreement Victory will extend no further credit to Lucas, and the two are negotiating an unwinding of the steps already taken.
Lucas Energy said Victory Energy, its proposed merger partner under a letter of intent, planned to present at the IPAA Oil & Gas Investment Symposia in New York on April 20, 2015. Lucas disclaimed any responsibility for the Victory PowerPoint.
Lucas Energy filed the standard legal notice required ahead of registering the proposed Victory Energy merger with the SEC - a procedural filing with no new deal terms.
A months-old NYSE MKT notice giving Lucas Energy until March 31, 2015 to regain listing compliance was re-filed under SEC merger-communication rules once the Victory Energy deal was pending - no new information.
The detail behind the abandoned Victory Energy reverse merger: alongside the pre-merger collaboration agreement with Victory, Aurora Energy Partners and Navitus Energy Group, Lucas took a draw-down loan from Victory secured on pledged Lucas shares and capped at 19.9% of the company. Lucas was being funded by the party proposing to take it over, before the deal lapsed the following month.
A second, later NYSE MKT compliance-extension notice (targeting August 28, 2015) was likewise re-filed under merger-communication rules - no new information.
Lucas Energy disclosed the underlying February 2015 collaboration and funding agreements with Victory Energy Corporation that led to the proposed merger, intended to fund several Eagle Ford wells and working capital ahead of the deal.
Lucas re-filed as an 8-K/A its February 23, 2015 letter agreement with senior lender Louise Rogers, solely to mark it as a merger communication under Rules 425 and 14a-12. It added no new terms.
Lucas's senior lender, Louise Rogers, agreed to cut interest to 12% and to let Lucas extend the loan's maturity from August 13 to September 13, then October 13, 2015, for 2% fees. The deal also released her mortgage on certain wells for the planned Victory merger.