T-REX OIL, INC.

T-REX OIL, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On November 3, 2016 T-Rex borrowed $300,000 through a 12% convertible note due January 31, 2017, convertible at $0.80 per share. The lender also received 75,000 restricted shares and 50,000 of T-Rex's warrants on NexFuels shares ($1.25, expiring Jan 31, 2017). The filing also discloses two lawsuits. A former officer and director sued over a $50,000 secured note (5% interest) that was due September 30, 2016 and is collateralized by Wyoming oil and gas properties; $1,779 of interest had accrued. BMO Holding sued on October 31, 2016 in New York, alleging a breach of contract over negotiations about buying Wyoming oil and gas properties, and seeks unspecified damages. T-Rex says there was never a contract, has accrued nothing, and will defend the case. The note and extra shares add possible dilution (inference).

capital raising announcement

T-Rex spun off its carbon dioxide recovery project into a new subsidiary, NexFuels, Inc., formed July 11, 2016. Shareholders of record on August 19, 2016 get one NexFuels share for every two T-Rex shares, based on 17,009,628 T-Rex shares outstanding. The project, which was being explored with Rocky Mountain Power under an April 2016 MOU, had no capitalized assets, so the company does not expect an impact on its balance sheet. The board said the spin-off was meant to let the project raise money without diluting T-Rex shareholders. Shareholders will hold NexFuels shares in addition to T-Rex shares.

asset acquisition disposition

This amendment to the March 2015 Western Interior Oil & Gas (WIOG) filing adds WIOG's audited 2014 and 2013 financial statements and pro forma statements, the financial statements promised earlier. It also restates the deal: the remaining 17% of WIOG was acquired by assuming repurchase agreements and promissory notes to dissenting shareholders of $1,770,047, secured by WIOG assets, instead of the 1,530,000 escrowed shares. That figure differs from the $1,001,333.75 reported in the April 2015 filing, and the text does not explain the difference. WIOG's auditor flagged substantial doubt about its ability to continue as a going concern because of significant operating losses. WIOG reported total assets of $10.4M and an accumulated deficit of $6.6M at Dec 31, 2014. The two nominees, Biberacher and Huber-Flotho, were still not formally appointed to the board at filing.

asset acquisition disposition

On April 26, 2015 T-Rex received a subscription from NRC Holding, LTD. to buy 2,800,000 restricted shares for $6,020,000, with the money due in $250,000 tranches by June 30, 2015. The company says the funds are for operations and acquisitions. This is part of the stated plan to raise money in 2015, but the cash is not yet received and the new shares dilute existing holders (inference).

capital raising announcement

On April 9, 2015 T-Rex took on agreements to buy out dissenting WIOG shareholders, owing $1,001,333.75 within 6 months, secured by a pledge of WIOG's assets. Completing this buyout of the remaining 17% would give T-Rex 100% of WIOG. This adds a cash obligation and continues the WIOG deal from the March 28 filing; it replaces, for this 17%, the escrowed-share route described earlier.

asset acquisition disposition

On March 28, 2015 T-Rex signed a share exchange agreement for Western Interior Oil & Gas Corp. (Wyoming). It issued 7,470,000 restricted shares for 83% of WIOG at closing, and 1,530,000 more shares are held in escrow for the other 17% (9,000,000 in total). WIOG is described as having about 16,000 gross acres in Wyoming basins producing over 50 net barrels of oil a day, and two WIOG-linked directors (Werner Biberacher and Eckhardt Huber-Flotho) are to join the board on April 6, 2015. This adds Wyoming assets to the Terex business and issues many new shares, which dilutes existing holders (inference).

asset acquisition disposition

On December 22, 2014 T-Rex Oil (formerly Rancher Energy) acquired Terex Energy Corp. by issuing 7,378,200 restricted shares one-for-one, plus 800,000 options and 350,000 warrants exchanged for Terex's. Terex had bought a 52% stake in August 2014 for $1.3 million, and the company changed its name and did a 1-for-350 reverse split in October 2014. Terex is treated as the accounting acquirer, so its history replaces the company's financials, and the company now plans up to $10 million of 2015 spending in the Rocky Mountain region, to be raised through private placements (this is stated as a plan). This replaces the old shell business with an operating oil and gas company.

business combination

On May 5, 2014 Rancher and PetroShare settled their dispute: PetroShare paid $100,000 on May 6 and owes $1,042,237 by June 16, 2014, with mutual releases on the final payment. Once paid, the Participation Agreement and Rancher's rights in the Kowach and Voloshin wells end. Until then Rancher keeps its interest and says it is not a shell company, and it intends to look for other acquisitions. The final payment was not yet assured.

material agreement

On March 12, 2014 PetroShare terminated the non-binding merger letter of intent with Rancher, after having told Rancher on March 10 that it owed $283,791 for well completion costs and risked suspension of its rights by April 9. PetroShare says Rancher's interest in the two wells falls to 25%; Rancher disagrees and is considering its options. This ends the proposed merger.

business combination

On October 3, 2013 Rancher signed a participation agreement with PetroShare Corp. to drill up to two Niobrara wells in Moffat County, Colorado, and paid about $507,748 plus $39,590 for a 30% working interest (25.309% net revenue interest) in the first well, Kowach 3-25. The interest drops to 25% if a business combination with PetroShare, under a non-binding letter of intent, is not completed. The filing says Rancher was a shell company before this and is now not, but could become one again if the wells fail. This is the first new oil and gas asset since the 2011 sale; 119,862,791 shares are outstanding.

asset acquisition disposition

On September 10, 2012 the court approved Rancher's Second Amended Plan of Reorganization, effective October 10, 2012. Creditors are paid in priority order from company cash, common stockholders' rights are otherwise unimpaired, and warrants over 54,632,565 shares are cancelled for about 546,326 new shares; the board expects to continue in oil and gas after paying creditors.

bankruptcy or receivership

On June 19, 2012 Rancher asked the bankruptcy court to approve a settlement of its lawsuit against GasRock (the lender whose 10% net profits interest and 1% overriding royalty it had challenged), also involving Linc Energy. If approved, Rancher would get $525,000 plus its litigation costs from Linc, give up its claim to the escrow funds from the Linc asset sale, convey the disputed net profits interest to Linc, dismiss the suit, and be released from GasRock's legal-fee claim. This is the move toward resolving the GasRock dispute; it still needs court approval.

bankruptcy or receivership

On March 16, 2011 Rancher closed the sale of substantially all its assets to Linc Energy Petroleum (Wyoming) for $20 million cash plus up to $825,000 of possible future consideration. Funds were primarily used to repay the debtor-in-possession loan. This completes the sale approved in February; the plan of reorganization remains to be confirmed.

asset acquisition disposition

On February 24, 2011 the court approved the sale of substantially all of Rancher's assets to Linc Energy Petroleum (Wyoming) under an agreement dated December 20, 2010, for $20 million cash plus up to $825,000 of possible future consideration. Proceeds are to repay the roughly $14,826,000 Linc debtor-in-possession loan, leaving mainly cash, certain contracts and operator bond deposits; the plan still has to be confirmed and creditors paid, and no common stock is issued in the sale. The filing does not say what shareholders will receive.

bankruptcy or receivership

On January 26, 2011 the bankruptcy court approved debtor-in-possession financing of up to $14,700,000 from Linc Energy, which closed on January 28. It is mainly to pay off the GasRock debt of $13,653,698 in full, is secured by first-priority liens on all of Rancher's assets, bears interest at the base rate, and matures 120 days after court approval. This resolves the GasRock loan thread by replacing it with new secured debt.

bankruptcy or receivership

On October 15, 2010 Rancher filed a proposed reorganization plan under which BWAB Oil & Gas Investments would invest $12 million for 12 million shares of new preferred stock, which would convert into 70% or 80% of the fully diluted common stock depending on recoveries in the GasRock litigation. Existing common stock would undergo a 15-for-1 reverse split, warrants would be cancelled for 1 share per 25 warrant shares (pre-split), and $11.8 million would repay GasRock. The plan is unconfirmed and subject to change, so current shareholders' outcome would be heavy dilution if it goes ahead.

bankruptcy or receivership

On October 28, 2009, about two weeks after the GasRock default, Rancher filed for Chapter 11 reorganization in Colorado and said it will keep operating as a debtor-in-possession. The company says the aim is to restructure its debt and finances and to gain time to obtain financing; the filing says nothing yet about what happens to shareholders.

bankruptcy or receivership

Rancher did not repay the $10,222,000 principal (plus interest) due to GasRock on October 15, 2009, so an event of default has occurred. GasRock may demand immediate payment of any or all obligations, and the interest rate on principal rises to the 18% default rate. This is the failure of the loan that had been extended repeatedly since April 2009.

debt financing

On June 3, 2009 the short extensions ended in an eighth amendment pushing the GasRock loan's maturity to October 15, 2009. In return GasRock received a 10% net profits interest in Rancher's properties, which Rancher can buy back (two-thirds for $2,000,000 through Aug 7, 2009, or one-third for $1,333,333 from Aug 8 to Oct 15), and the interest rate rose to the greater of 16% or LIBOR plus 6%, with 4% added to principal instead of paid in cash. GasRock waived certain default tests (loan-to-value and the 48-month projected revenue test) from March 31, 2009 to maturity. This resolves the run of short extensions but at a higher cost to shareholders.

debt financing

On April 3, 2009 ExxonMobil told Rancher it was terminating, effective immediately, the February 2008 CO2 agreement, saying Rancher had not provided performance assurances in the form of a letter of credit. Rancher disputes this, saying no assurances are due until CO2 delivery starts, which it says will not occur in 2009, and believes the termination is unlawful; it has told ExxonMobil its position. This puts at risk the CO2 supply that underpinned its recovery plan and the portion assigned to Merit in March 2009; the filing does not say how the dispute will be resolved.

material agreement termination

On March 18, 2009 Rancher assigned part of its ExxonMobil CO2 contract to Merit Energy, with ExxonMobil's consent. Merit may buy up to 37.5 MMcf per day for two years from the contract's start-up date (plus an option on 6.5 MMcf per day more), delivered near Bairoil, Wyoming, and afterwards may buy any volumes Rancher is not using for its own recovery. If Merit is buying and an Event of Default occurs, Rancher must assign its remaining rights under the contract to Merit at Merit's discretion. This shares out a portion of the 70 MMcf per day Rancher agreed to in February 2008; no payment to Rancher is stated.

material agreement

On October 22, 2008 Rancher and GasRock extended the loan's maturity from October 31, 2008 to April 30, 2009. In return Rancher paid down $2,240,000, leaving a $10,000,000 balance, and raised GasRock's overriding royalty from 2% to 3%, with Rancher able to buy back one-third of it. Interest stays at the greater of 12% or LIBOR plus 600 basis points. This continues the October 2007 loan: it was not repaid at its original maturity and cost Rancher cash and a bigger royalty burden to extend.

debt financing

On February 14, 2008 Rancher signed a CO2 purchase agreement with ExxonMobil for at least 70 MMcf per day over a ten-year primary term (extendable by ten more), on a take-or-pay basis, with the CO2 to come from the LaBarge field and be used at its three Powder River Basin fields. The term starts about 30 days after ExxonMobil finishes expanding its delivery facilities, and delivery does not begin until Rancher provides a surety bond equal to four months' supply; ExxonMobil can also ask for further financial assurances and terminate if they are not given within 30 days. Rancher says it intends to build a pipeline to the source. This is a second CO2 supply deal alongside the Anadarko contract from December 2006.

material agreement

Rancher issued 861,085 shares on October 31, 2007 as another $794,000 registration-delay payment, priced at about $0.43 per share. The same day it announced that its resale registration statement was declared effective by the SEC, covering 160,419,830 shares (86,410,449 existing shares and 74,009,382 shares underlying warrants). Effectiveness resolves the open thread behind the monthly penalty payments, so the filing does not show further payments being due; Rancher receives no proceeds from resales under it.

capital raising announcement

On October 16, 2007 Rancher borrowed $12,240,000 from GasRock Capital under a term loan, receiving $11,622,800 net after GasRock's fees, expenses and three months of interest held in escrow, plus about $390,000 of its own transaction costs. The loan is due October 31, 2008, pays the greater of 12% or LIBOR plus 6%, and is secured by a first-priority lien on all assets including the three Powder River Basin fields. GasRock also received a 2% overriding royalty on all three fields (and on any new working interests acquired while the loan is outstanding), and Rancher entered a BP collar hedge (floor $65/bbl on 75% of scheduled production, ceiling $83.50 on 45%) as the loan required. The press release says the money is for waterflood work on the three fields ahead of CO2 recovery and that more financing is needed to start waterflood at Big Muddy. This is the first debt of this size in the story, and it follows the equity raised in the 2006-07 placements.

debt financing

Between January 19 and 24, 2007, Rancher closed more of its December 2006 private placement: 2,586,189 shares, notes convertible into 3,405,474 shares and warrants for 5,991,663 shares, for $8,987,500 gross, with $704,125 in agent fees. The offering's maximum was raised to $79,500,000 and its end date extended to no later than February 19, 2007. A January 22 press release called the raise oversubscribed at about $76 million. The filing says proceeds go mainly to working capital, unlike the earlier closings aimed at the field purchases. This continues the financing thread and means further dilution for existing shareholders.

capital raising announcement

On January 4, 2007 Rancher closed the Big Muddy purchase from Wyoming Mineral Exploration for $25,000,000, getting about 8,500 acres. This resolves the thread of whether the deal would close on the extended date. It also closed an additional private placement of 2,666,666 shares, convertible notes for 3,590,853 shares and warrants for 6,257,519 shares, with $9,386,280.50 gross and $664,539.64 in agent fees. Proceeds went mainly to the Powder River Basin purchase, which completes the three-field acquisition and adds further dilution.

asset acquisition disposition

On December 22, 2006 Rancher closed its $46,670,000 purchase from Nielson & Associates of 100% of Cole Creek South (about 2,080 acres, producing about 80 gross barrels a day) and 93.73% of South Glenrock B (about 7,070 acres, about 210 barrels a day). Closing was delayed, so Rancher paid a $250,000 extension fee and agreed to a 250,000-share warrant at $1.50, and a $3,000,000 later payment became $1,750,000 at closing.

asset acquisition disposition

On December 21, 2006 Rancher sold 40,694,335 shares with matching five-year warrants in a private placement for $61,041,502 gross, with agent fees of $4,654,661.89. Proceeds are mainly for buying Powder River Basin oil fields. The warrants only become exercisable after shareholders approve more authorized shares, and Rancher must pay the investors if approval is not obtained. It must also file a resale registration within 75 days. This is a large dilution of existing shares and the financing the earlier filings said was needed.

capital raising announcement

On December 15, 2006 Rancher signed a CO2 supply contract with Anadarko Petroleum for use in the Big Muddy, Cole Creek South and South Glenrock B fields in Wyoming's Powder River Basin. Anadarko must deliver 146 Bcf over up to ten years starting by January 1, 2008, at 25 to 40 MMcf a day, priced from $1.50 per Mcf in the first quarter and indexed to oil. Rancher agreed to a take-or-pay provision and an overriding royalty to Anadarko capped at 5%, so it carries purchase commitments, and Anadarko can serve its own needs first.

material agreement

Rancher is lining up holders of its roughly 19 million earlier unit shares and warrants, plus its option holders, to hold off exercising until authorized shares rise from 100,000,000 to 225,000,000. As of December 17, holders of 7,696,905 shares had signed. In return the unit warrants stay exercisable for two years at $0.75, registration rights are reset, and the bylaws were amended, including opting out of Nevada's control share anti-takeover statutes. The filing does not say why the increase is needed, but it ties to the company's need for more financing (stated in the filing).

capital raising announcement

Rancher amended its August 10, 2006 purchase agreement with Wyoming Mineral Exploration, LLC. It will pay a $250,000 extension fee, closing moves from November 30, 2006 to January 4, 2007, and the $2,500,000 deposit is now nonrefundable (still credited to the price). Rancher also gave up its right to raise further title defect notices and waived certain closing conditions, so it is more committed to completing the deal.

material agreement

Rancher hired John Dobitz, formerly of Kinder Morgan CO2, as Senior Vice President, Engineering, starting October 16, 2006, at a $185,000 salary and $50,000 year-end bonus. The board also adopted a 2006 Stock Incentive Plan reserving 10,000,000 shares, with options on 825,000 shares granted to officers and employees and a 1,500,000-share option for Dobitz once approved. The plan still needs shareholder approval, and these options would dilute shareholders if exercised.

material agreement

Rancher reported that since July 31, 2006 it sold 13,294,405 more units at $0.50 each, with sales dated between July 31 and September 18, 2006, all to non-U.S. investors. Each unit is a share plus a warrant at $0.75 in year one and $1.00 in year two. This is a much larger share issuance than the earlier small sales, and the warrants could add more.

capital raising announcement

On July 5, 2006 Rancher sold 1,600,000 units at $0.50 each to two non-U.S. institutional investors. Each unit is one share plus a warrant to buy another share at $0.75 in year one and $1.00 in year two. This adds new shares and potential future dilution.

capital raising announcement

On June 9, 2006 Rancher Energy borrowed $500,000 from Venture Capital First LLC for working capital, repayable with 6% interest by December 9, 2006. The lender can convert the loan into company shares, which would dilute existing holders, and repayment can be accelerated on a change of control or an event of default. This follows the small $150,000 Enerex loan from days earlier.

debt financing