Item
1.01 Entry Into a Material Definitive
Agreement.
Permian Basin Purchase and Sale Agreement
On January 11, 2019,
PEDEVCO Corp. (the
“
Company
”,
“
PEDEVCO
”,
“
we
”
and “
us
”),
entered into a Purchase and Sale Agreement with
Manzano, LLC and Manzano Energy Partners II, LLC (together, the
“
Seller
”)
(the “
Purchase
Agreement
”). Pursuant to
the Purchase Agreement, we (through our wholly-owned
subsidiary
Pacific Energy Development Corp.
(“
PEDCO
”)
) agreed to acquire certain oil and gas assets
described in greater detail below (the “
Assets
”)
from the Seller in consideration for $700,000. The effective date
of the acquisition of the Assets is scheduled to be February 1,
2019. The purchase price is subject to adjustment to reflect the
following: (a) expenditures by Seller which are attributable to the
Assets after the effective time of the transaction (upwards); (b)
proceeds attributable to the sale of hydrocarbons received by the
Seller that are attributable to the Assets after the effective time
of the transaction (downward if received by the Seller); (c) the
amount of third party production proceeds attributable to the
Assets held in suspense by Seller (downward); (d) the value of
hydrocarbons in tanks at the effective time of the transaction
(upward); and (e) certain other adjustments as described in greater
detail in the Purchase Agreement.
The Purchase Agreement contains customary
representations and warranties of the parties, and indemnification
requirements.
The closing of
the acquisition contemplated by the Purchase Agreement is
anticipated to occur on February 1, 2019, with an effective date of
February 1, 2019, subject to the customary closing conditions set
forth in the Purchase Agreement. Either party may terminate the
Purchase Agreement in the event the closing has not occurred by
February 8, 2019, and we can terminate the Purchase Agreement at
any time if we are not satisfied with our due diligence on the
Assets. The Purchase Agreement also provides that the Seller shall
cooperate with PEDCO and shall prepare and deliver to PEDCO all
financial statements related to the operations of the Assets as may
be required by applicable securities laws to be filed by PEDCO or
its affiliates with the U.S. Securities and Exchange Commission
(the “
SEC
”), and to comply with their tax and
financial reporting requirements and audits.
The Assets represent approximately 22,000 net
leasehold acres, ownership and current operated production from 1
horizontal well currently producing from the San Andres play in the
Permian Basin, ownership of 3 additional shut-in wells, ownership
of 1 saltwater disposal well, and all of Seller’s leases and
related rights, oil and gas and other wells, equipment, easements,
contract rights, and production (effective as of the effective
date) as described in the Purchase Agreement. The Assets are
located in the San Andres play in the Permian Basin situated in
eastern New Mexico, and are contiguous with the Company’s
recently acquired 23,000 net leasehold acres also
located in
the San Andres play in the Permian Basin situated in eastern New
Mexico (the Company’s “
Existing Permian
Acreage
”) as announced by the Company in its Current
Report on Form 8-K filed with the SEC on September 4,
2018.
Convertible Note
On
January 11, 2019, the Company raised $15,000,000 through the sale
of a $15,000,000 Convertible Promissory Note (the
“
Convertible
Note
”) to SK Energy LLC (“
SK Energy
”), a company
wholly-owned by our Chief Executive Officer and director, Dr. Simon
Kukes. The Convertible Note accrues interest monthly at 8.5% per
annum, which interest is payable on the maturity date unless
otherwise converted into our common stock as described below. The
Convertible Note and all accrued interest thereon are convertible
into shares of our common stock, from time to time, at the option
of the holder thereof, at a conversion price equal to $1.50 per
share (the “
Conversion Price
”). The
conversion of the Convertible Note is subject to a 49.9% conversion
limitation for so long as SK Energy or any of its affiliates holds
such note, which prevents the conversion of any portion thereof
into common stock of the Company if such conversion would result in
SK Energy beneficially owning (as such term is defined in the
Securities Exchange Act of 1934, as amended)(“
Beneficially Owning
”)
more than 49.9% of the Company’s outstanding shares of common
stock. The Convertible Note is due and payable on January 11, 2022,
but may be prepaid at any time without penalty. The Convertible
Note contains standard and customary events of default and, upon
the occurrence of an event of default, the amount owed under the
Convertible Note accrues interest at 10% per annum.
The
Company intends to apply the funds raised from the sale of the
Convertible Note to (i) fund the completion of 4 new wells recently
drilled by the Company on its Existing Permian Acreage, (ii) fund
the drilling and completion of 1 initial horizontal well on the
Assets, when and if acquired by the Seller, as described above,
(iii) fund additional asset development and accretive acquisitions
in the Company’s Permian Basin and D-J Basin assets, and (iv)
for general working capital purposes.
* * * *
* * * * *
The
foregoing description of the Purchase Agreement and Convertible
Note does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement and Convertible
Note, copies of which are attached as
Exhibits 2.1
and
10.1
, respectively, to this
Current Report on Form 8-K and incorporated herein by
reference.