Attached files
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EX-99.1 - PRESS RELEASE, DATED FEBRUARY 15, 2018 - Petro River Oil Corp. | ex99-1.htm |
EX-10.1 - PURCHASE AND EXCHANGE AGREEMENT, DATED FEBRUARY 14, 2018 - Petro River Oil Corp. | ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 14, 2018
PETRO RIVER OIL CORP.
(Exact name of Registrant as specified in its Charter)
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Delaware
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000-49760
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9800611188
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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55
5th
Avenue, Suite 1702
New York, New York
10003
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(Address
of principal executive offices)
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(469)
828-3900
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 1.01
Entry into a Material
Definitive Agreement.
On February 14, 2018, Petro River Oil Corporation
(the “Company”) entered into a Purchase and Exchange
Agreement (the “Agreement”) with Red Fork Resources
(“Red
Fork”), pursuant to which
(i) the Company agreed to convey to Mountain View Resources, LLC,
an affiliate of Red Fork, 100% of its 13.7% working interest in and
to an area of mutual interest (“AMI”) in the Mountain View Project in Kern
County, California, and (ii) Red Fork agreed to convey to the
Company 64.7% of its 85% working interest in and to an AMI situated
in Kay County, Oklahoma (the “Exchange”) on or before March 1, 2018. Following the
Exchange, the Company and Red Fork shall each retain a 2%
overriding royalty interest in the projects that they respectively
conveyed. Under the terms of the Agreement, all revenues and all
costs, expenses, obligations and liabilities earned or incurred
prior to January 1, 2018 (the “Effective
Date”) shall be borne by
the original owners of such working interests, and all of those
that occur subsequent to the Effective Date shall be borne by the
new owners of such working interests.
Disclaimer
The
foregoing description of the Agreement does not purport to be
complete, and is qualified in its entirety by reference to the full
text of the Agreement attached hereto as Exhibit 10.1, which is
incorporated by reference herein.
Item 8.01
Other
Events
On
February 15, 2017 the Company issued a press release (i) announcing
the Company’s acquisition of additional prospects in Kay
County, Oklahoma and disposition of prospects in Kern County,
California pursuant to the Agreement and (ii) providing an update
regarding the progress of the Company’s Osage County Drilling
Program. A copy of the press release is attached hereto as Exhibit
99.1, and is incorporated by reference herein.
Item 9.01
Financial Statements and
Exhibits.
See
Exhibit Index.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PETRO RIVER OIL CORP.
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Date:
February 16, 2018
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By:
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/s/
Scot Cohen
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Scot
Cohen
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Executive
Chairman
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EXHIBIT INDEX
Exhibit No.
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Description
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Purchase and Exchange Agreement, dated February 14,
2018
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Press Release, dated February 15, 2018
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