Attached files
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| EX-10.1 - MODIFICATION OF PROMISSORY NOTES, DATED DECEMBER 29, 2017 - 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): December 29, 2017
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 December 29, 2017, MegaWest Energy Kansas Corp.
(“MegaWest”), a wholly-owned subsidiary of Petro River
Oil Corp (the “Company”), entered into an agreement to modify
various Promissory Notes (together, the “Notes”) (the “Modification”)
previously issued by Fortis Business Holdings, LLC and Fortis
Property Group, LLC (together, “Fortis”) to MegaWest, as more specifically set
forth in the Modification of Promissory Notes attached hereto as
Exhibit 10.1. Pursuant to the Modification, MegaWest (i) extended
the maturity date of the Notes to January 31, 2018 (the
“Maturity
Date”), (ii) waived any
and all interest payments due under the Notes until the Maturity
Date, and (iii) agreed not to assess Fortis any late charges or
increase the interest rate with respect to any outstanding interest
payments due under any of the Notes as of the date of the
Modification.
Proceeds from the Notes will be available upon the
redetermination of the fair market value of the Company’s
interest in Bandolier Energy LLC (the “Bandolier
Interest”) (the
“Redetermination”),
which is anticipated to occur on or before January 31,
2018. Upon a Redetermination, in the event there is a
shortfall from the valuation ascribed to the Bandolier Interest at
the time of the Redetermination, as compared to the value ascribed
to the Bandolier Interest in the Contribution Agreement entered
into by and between the Company, MegaWest and Fortis, dated October
15, 2015, the Company will be required to provide MegaWest with a
cash contribution in an amount equal to the shortfall. In the event
the Company is unable to deliver to MegaWest the cash contribution
required after the Redetermination, if any, the board of directors
of MegaWest shall have the right to exercise certain remedies
against the Company, including a right to foreclose on the
Company’s entire equity in MegaWest, which equity interest
has been pledged to Fortis under the terms of the Contribution
Agreement. In the event of foreclosure, the Bandolier Interest
would revert back to the Company.
Disclaimer
The
foregoing description of the Modification of Promissory Notes does
not purport to be complete, and is qualified in its entirety by
reference to the full text of the Modification of Promissory Notes
attached hereto as Exhibit 10.1, which is incorporated by reference
in.
Item 8.01 Other
Events
See
Item 1.01 above.
Item 9.01 Financial Statements and
Exhibits.
See
Exhibit Index.
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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:
January 5, 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
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Exhibit No.
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Description
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Modification of Promissory Notes, dated December 29,
2017
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