Attached files
| file | filename |
|---|---|
| EX-99 - EX 99.4 BARRISTER FINANCIAL STATEMENTS - CoJax Oil & Gas Corp | barristerfinstmts99-4.htm |
| 8-K/A - COJAX 8KA3 - CoJax Oil & Gas Corp | cojax8ka308122020.htm |
Exhibit 99.5 CoJax Pro Forma
COJAX OIL AND GAS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On June 16, 2020, the Company entered into an Acquisition Agreement ("Acquisition Agreement") with Barrister Energy, LLC, a Mississippi limited liability company, ("Barrister") to acquire all of the Membership Interests of Barrister. Consummation of the acquisition of the Barrister Membership Interests is subject to a number of conditions, which conditions have not been fully met as of the date of this letter. The acquisition of Barrister under the Acquisition Agreement is a significant acquisition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X.
The accompanying unaudited pro forma financial statements give effect to the acquisition under the Acquisition Agreement as if the acquisition occurred on June 16, 2020. The pro forma financial statements and adjustments thereunder are described in the accompanying notes. They are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K/A, Amendment Number 3.
1
Exhibit 99.5 CoJax Pro Forma
COJAX OIL AND GAS CORPORATION
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 2020
| Historical | Adjustment |
| Pro Forma |
ASSETS |
|
|
|
|
Current Assets |
|
|
|
|
Cash | $46,519 | $- |
| $46,519 |
Total Current Assets | 46,519 | - |
| 46,519 |
Properties and Equipment |
|
|
|
|
Oil and natural gas properties subject to depletion and amortization | - | 10,079,235 | 1 | 10,079,235 |
Total Properties and Equipment | - | 10,079,235 |
| 10,079,235 |
Total Assets | $46,519 | $10,079,235 |
| $10,125,754 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts payable | $2,090 | $- |
| $2,090 |
Accrued interest payable | 704 | - |
| 704 |
Accrued salaries and payroll taxes | 29,674 | - |
| 29,674 |
Loan payable – related party | 90,400 | - |
| 90,400 |
Loan payable - acquisition | - | 2,700,000 | 1a | 2,700,000 |
Total Current Liabilities | 122,868 | 2,700,000 |
| 2,822,868 |
Asset retirement obligations | - | 79,235 | 1b | 79,235 |
Total Liabilities | 122,868 | 2,779,235 |
| 2,902,103 |
Stockholders' Equity |
|
|
|
|
Preferred stock - $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding, respectively. | - | - |
| - |
Common stock, $0.01 par value, 300,000,000 current shares authorized, one share issued and outstanding, respectively. | - | 36,500 | 1c | 36,500 |
Additional paid-in capital | 2 | 7,263,500 |
| 7,263,502 |
Accumulated deficit | (76,351) | - |
| (76,351) |
Total Stockholders' Equity | (76,349) | 7,300,000 |
| 7,223,651 |
Total Liabilities and Stockholders' Equity | $46,519 | $10,079,235 |
| $10,125,754 |
2
Exhibit 99.5 CoJax Pro Forma
COJAX OIL AND GAS CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2020
| CoJax | Properties | Pro Forma |
|
|
| Historical | Acquired | Adjustments |
| Pro Forma |
Oil and Gas Revenues | $- | $6,699 | $- |
| $6,699 |
|
|
|
|
|
|
Costs and Operating Expenses |
|
|
|
|
|
Oil and gas production taxes | - | 322 | - |
| 322 |
Depreciation, depletion, and amortization | - | - | 1,132 | (2) | 1,132 |
Asset retirement obligation accretion | - | - | 570 | (3) | 570 |
General and administrative expense | 32,444 | - | - |
| 32,444 |
|
|
|
|
|
|
Total Costs and Operating Expenses | 32,444 | 322 | 1,702 |
| 34,468 |
|
|
|
|
|
|
Income (Loss) from Operations | (32,444) | 6,377 | (1,702) |
| (27,769) |
|
|
|
|
|
|
Other Expense |
|
|
|
|
|
Interest expense | (375) | - | - |
| (375) |
Net Other Expense | (375) | - | - |
| (375) |
|
|
|
|
|
|
Net Income (Loss) | $(32,819) | $6,377 | $(1,702) |
| $(28,144) |
COJAX OIL AND GAS CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
| CoJax | Properties | Pro Forma |
|
|
| Historical | Acquired | Adjustments |
| Pro Forma |
Oil and Natural Gas Revenues | $- | $63,534 | $- |
| $63,534 |
|
|
|
|
|
|
Costs and Operating Expenses |
|
|
|
|
|
Oil and natural gas production costs | - | 45,216 | - |
| 45,216 |
Oil and natural gas production taxes | - | 3,050 | - |
| 3,050 |
Depreciation, depletion, and amortization | - | - | 8,542 | (2) | 8,542 |
Asset retirement obligation accretion | - | - | 2,347 | (3) | 2,347 |
General and administrative expense | 34,561 | - | - |
| 34,561 |
|
|
|
|
|
|
Total Costs and Operating Expenses | 34,561 | 48,266 | 10,822 |
| 93,649 |
|
|
|
|
|
|
Income (Loss) from Operations | (34,561) | 15,268 | (10,822) |
| (30,115) |
|
|
|
|
|
|
Other Expense |
|
|
|
|
|
Interest expense | (608) | - | - |
| (608) |
Net Other Expense | (608) | - | - |
| (608) |
|
|
|
|
|
|
Net Income (Loss) | $(35,169) | $15,268 | $(10,822) |
| $(30,723) |
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Exhibit 99.5 CoJax Pro Forma
The Acquisition will qualify as a business combination. As such, CoJax will recognize the assets to be acquired and liabilities to be assumed at their fair values as the date of closing. The estimated fair value of the properties to be acquired approximate the value of the consideration to be paid, and the asset retirement obligation to be assumed, which management has concluded approximates the fair value that would be paid by a typical market participant. As a result, neither goodwill nor a bargain purchase gain will be recognized related to the acquisition. While the proposed transaction is subject to purchase price adjustments, the following table summarizes estimates of the assets to be acquired and the liabilities to be assumed:
Oil and gas properties | $10,079,235 |
Asset retirement obligation | (79,235) |
Total Identifiable Net Assets | $10,000,000 |
Pro forma adjustments to the historical financial statements to reflect the acquisition of Barrister Energy are as follows:
| (1) | To record the acquisition transaction. The consideration to be paid and liabilities to be assumed consist of the following: |
| (a) | The assumption of $2,700,000 of debt. |
| (b) | The assumption of the asset retirement obligation of $79,235. The obligation relates to legal requirements associated with the retirement of long-lived assets that result from the acquisitions, construction, development, or normal use of the asset. The obligation relates primarily to the requirement to plug and abandon oil and natural gas wells and support wells at the conclusion of their useful lives. |
| (c) | To record the conditional issuance of 3,650,000 shares of common stock as partial consideration and the Acquisition liability required to be settled through equity pursuant to the Purchase Agreement; |
| (2) | To record depreciation, depletion, and amortization of the oil and gas properties acquired based on the oil and gas production occurring during the periods. |
| (3) | To record accretion of the asset retirement obligation. |
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