Knowledge is King
10 년 전
LOL! XBOR sold the "Assets Held for Sale" for $25M, about $10M more than the passage you cited...
On April 21, 2015, Cross Border Resources, Inc. (“Cross Border”) entered into a purchase and sale agreement (the “PSA”) with RMR Operating, LLC (“RMR Operating”), Black Rock Capital, Inc. (“Black Rock”), RMR KS Holdings, LLC (“RMR KS”) and Black Shale Minerals, LLC (“Buyer”). Each of Cross Border, RMR Operating, Black Rock and RMR KS is an operating subsidiary (together, the “Operating Subsidiaries”) of Red Mountain Resources, Inc. (“RMR,” and together with the Operating Subsidiaries, the “Companies”).
Pursuant to the PSA the Operating Subsidiaries sold, assigned, transferred and conveyed to Buyer, effective as of April 1, 2015, fifty percent (50%) of their right, title, and interest in and to certain oil and natural gas assets and properties (the “Assets”), including their oil and natural gas leasehold interests, wells, contracts, and oil and natural gas produced after April 1, 2015 (the “Sale”). The aggregate purchase price for the Assets under the PSA was $25.0 million, subject to certain adjustments, including post-closing adjustments for any title or environmental benefits or title or environmental defects resulting from Buyer’s title and environmental reviews.
SeaOhToo
10 년 전
SCAM IS IN SERIOUS TROUBLE
At September 30, 2014, the Company had working capital of $3,805,867 (including Assets Held for Sale of $14,951,977) and outstanding debt of $9,200,000 (consisting of a line of credit). The company would have a working capital deficit of $9,569,588 (excluding Assets Held for Sale, Net of ARO Liabilities associated with the Assets Held for Sell). The Company was not in compliance with the covenants of its line of credit with Independent Bank and had no availability under this line of credit. The Company currently does not have sufficient funds to repay these obligations. The Company is exploring available financing options, including the sale of debt, equity, or assets. If the Company is unable to finance its operations on acceptable terms or at all, its business, financial condition and results of operations may be materially and adversely affected. As a result of these conditions, there is substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
Bobwins
10 년 전
Cross Border sold half their oil and gas assets for $25million to RMR. They will use the proceeds to pay down debt and pay some expenses. Of course the debt was used to help RMR drill their properties. They were likely forced to do this because of the shortfall of collateral due to falling oil prices. Maybe they will use the money to catch up the SEC filings that are past due for Xbor.
Purchase and Sale Agreement
On April 21, 2015, Cross Border Resources, Inc. ("Cross Border") entered into a purchase and sale agreement (the "PSA") with RMR Operating, LLC ("RMR Operating"), Black Rock Capital, Inc. ("Black Rock"), RMR KS Holdings, LLC ("RMR KS") and Black Shale Minerals, LLC ("Buyer"). Each of Cross Border, RMR Operating, Black Rock and RMR KS is an operating subsidiary (together, the "Operating Subsidiaries") of Red Mountain Resources, Inc. ("RMR," and together with the Operating Subsidiaries, the "Companies").
Pursuant to the PSA the Operating Subsidiaries sold, assigned, transferred and conveyed to Buyer, effective as of April 1, 2015, fifty percent (50%) of their right, title, and interest in and to certain oil and natural gas assets and properties (the "Assets"), including their oil and natural gas leasehold interests, wells, contracts, and oil and natural gas produced after April 1, 2015 (the "Sale"). The aggregate purchase price for the Assets under the PSA was $25.0 million, subject to certain adjustments, including post-closing adjustments for any title or environmental benefits or title or environmental defects resulting from Buyer's title and environmental reviews.
The PSA contains customary representations, warranties and covenants. Pursuant to the PSA, the Operating Subsidiaries and Buyer have agreed to indemnify each other, their respective affiliates and their respective employees, officers, directors, managers, shareholders, members, partners, or representatives from and against all losses that such indemnified parties incur arising from any breach of representations, warranties or covenants in the PSA and certain other matters.
The Companies intend to use the cash consideration from the Sale to repay a portion of the outstanding balance on the Credit Agreement (as defined below), pay accounts receivable and for working capital.
Third Amendment and Waiver to the Credit Agreement
On March 11, 2015, Cross Border entered into an amendment and waiver (the "Third Amendment") to the Senior First Lien Secured Credit Agreement, dated February 5, 2013, as amended (the "Credit Agreement"), with RMR, Black Rock and RMR Operating (together with Cross Border, the "Borrowers") and Independent Bank ("Lender"). Pursuant to the Third Amendment, (i) the Lender waived any default or right to exercise any remedy as a result of the failure by the Borrowers to be in compliance with the requirements of Section 6.18 of the Credit Agreement with respect to the permitted ratio of consolidated current assets to consolidated current liabilities of Borrowers for the fiscal quarter ended September 30, 2014; and (ii) the borrowing base was decreased from $30 million to $27.8 million, effective as of March 1, 2015, and the commitment amount was decreased to $27.8 million, subject to monthly commitment reductions of $350,000 beginning March 1, 2015.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Fourth Amendment to the Credit Agreement
In conjunction with the PSA, on April 21, 2015, Cross Border entered into an amendment (the "Fourth Amendment") to the Credit Agreement, with the other Borrowers and the Lender. Pursuant to the Fourth Amendment, the borrowing base was decreased from $27.8 million to $12.4 million, effective as of April 21, 2015, and the commitment amount was decreased to $12.4 million. In addition, the monthly commitment reduction amount was set to $0 as of April 1, 2015.
The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
SeaOhToo
10 년 전
SEC INVESTIGATION CONTINUES
Looks like the SCAMMER of XBOR go way back. The SEC CONTINUES ITS INVESTIGATION.....
The Swink Connection
The man behind the company is no stranger to controversy himself. Jim Dale Swink Jr., who controls about 54 percent of the company's stock, was convicted in 1993 of conspiracy and other charges related to an allegedly fraudulent bond deal at Swink & Co., a bond house owned by Swink's father that collapsed in 1989.
The conviction was overturned in July 1994 by the Eighth Circuit United States Court of Appeals.
Swink, who didn't return repeated phone calls seeking an interview, doesn't hold an executive position at the company or a spot on its board of directors, but he does keep an office at Cytomedix's Little Rock location. And he's called the shots on many of the changes made at the company.
As president and sole owner of BDR Consulting Inc., he has voting control over more than 5 million of the company's shares as part of a voting agreement with various investors. It's unclear just how many shares Swink personally owns, but BDR Consulting Inc. owns nearly 240,000 shares of the company.
BDR also has a consulting agreement with Cytomedix to provide financing and business assistance to the company. The arrangement pays BDR between $6,000 and $20,000 a month, depending on the company's previous 12-month revenues. Right now, that agreement should pay out the minimum $6,000.
SeaOhToo
10 년 전
Looks like the SCAMMER of XBOR go way back. The SEC CONTINUES ITS INVESTIGATION.....
The Swink Connection
The man behind the company is no stranger to controversy himself. Jim Dale Swink Jr., who controls about 54 percent of the company's stock, was convicted in 1993 of conspiracy and other charges related to an allegedly fraudulent bond deal at Swink & Co., a bond house owned by Swink's father that collapsed in 1989.
The conviction was overturned in July 1994 by the Eighth Circuit United States Court of Appeals.
Swink, who didn't return repeated phone calls seeking an interview, doesn't hold an executive position at the company or a spot on its board of directors, but he does keep an office at Cytomedix's Little Rock location. And he's called the shots on many of the changes made at the company.
As president and sole owner of BDR Consulting Inc., he has voting control over more than 5 million of the company's shares as part of a voting agreement with various investors. It's unclear just how many shares Swink personally owns, but BDR Consulting Inc. owns nearly 240,000 shares of the company.
BDR also has a consulting agreement with Cytomedix to provide financing and business assistance to the company. The arrangement pays BDR between $6,000 and $20,000 a month, depending on the company's previous 12-month revenues. Right now, that agreement should pay out the minimum $6,000.
Hot Features
프리미엄
실시간 알림, 사용자 정의 포트폴리오 및 시장 동향을 받으려면 등록하세요.
LadyAnge
5 년 전
