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EX-10 - Petro River Oil Corp. | ex10-05092016_010516.htm |
EX-99 - Petro River Oil Corp. | ex99-05092016_010517.htm |
(Exact name of registrant as specified in its charter.)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
On May 3, 2016, Petro River Oil Corp. (the "Company") entered into an Amended and Restated Conditional Purchase Agreement with Horizon I Investments, LLC ("Horizon Investments") ("Amended Agreement"). The Amended Agreement amends and restates a Conditional Purchase Agreement entered into on December 1, 2015 ("Purchase Agreement"), which Purchase Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2015.
The Amended Agreement amends the Purchase Agreement to (i) provide for additional advances by Horizon Investments to the Company of approximately $850,000 (together with the previous advance of $750,000, the "Notes Receivable"); and (ii) the issuance by the Company at closing of the transactions contemplated by the Purchase Agreement (the "Horizon Transaction") of an additional approximately 1,395,916 million shares. The increase in the number of shares issued to Horizon Investments reflects the additional cash, receivables and other assets reflected on Horizon Investment's balance sheet at the time of closing of the Horizon Transaction, which amount reflects the Notes Receivable. All other terms and conditions of the Purchase Agreement remained in full force and effect.
The Horizon Transaction closed on May 3, 2016 (the "Closing"). A copy of the Amended Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1.
As a result of the Closing, (i) approximately $683,000, net of escrow fees, was released from escrow to the Company; (ii) the Company acquired approximately $5.0 million in cash and receivables (including the Notes Receivable); (iii) the Company acquired a 20% membership interest in Horizon Energy Partners, LLC; and (iv) the Company issued 11,564,250 shares of its Common Stock to Horizon Investments.
See Item 1.01 below. In addition, on May 4, 2106, the Company issued a press release announcing the Closing of the Horizon Transaction, and providing other corporate updates. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", "should", "believes", "expects","anticipates", "estimates", "intends", "plans" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.
Petro River Oil Corp. |
By: | /s/ Scot Cohen |
Name: Scot Cohen | |
Title: Executive Chairman |
Exhibit No.
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Description
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EX-10.1
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Amended and Restated Horizon Agreement
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EX-99.1
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Horizon Closing Press Release
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