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Item 3.02 Unregistered Sales of Equity Securities.
On July 11, 2005 we borrowed $400,000 from Coach Capital, LLC in the form of short term Promissory Note maturing on August 11, 2005 and accruing 10% interest annually and including the issuance of 250,000 restricted shares of our common stock. We borrowed an additional $565,000 from Coach Capital, LLC to help pay for the completion of the Acadia North drilling program, the purchase of the lease rights for the Hawkeye Eastland county, Texas project and to initiate the drilling program of the Empress 12-15 gas well.
On September 6, 2005, Coach Capital, LLC agreed to renegotiate and consolidate our debt obligations to it in exchange for our agreement to: (i) enter into a new Promissory Note in the amount of $965,500 due on October 30, 2005; (ii) issue 2,000,000 restricted shares of our common stock; and (iii) grant Coach Capital, LLC a 5% carried interest in the Acadia North, Empress and Hawkeye projects. On September 12, 2005, our Board approved the debt consolidation with Coach Capital, LLC.
On or about October 3, 2005 we closed an $8 million private placement of Series “B’’ convertible debentures. Midtown Partners & Co., LLC acted as our Company’s placement agent.
The Debentures, which are convertible in nature, contain a feature that allows us to make interest and principal payments in cash as opposed to common stock. The terms of the financing include the sale of $8,000,000 of Series B Convertible Debentures that mature 24 months from the date of issuance. The Debentures pay 10% interest on an annual basis and are convertible, at the option of the holder, into our common stock at $0.40 per share common share. Approximately $6,000,000 from the sale of the Debentures is being released at the closing, and the balance will be released upon the effectiveness of a registration statement registering common shares underlying the Debentures.
The Debentures contain an amortization schedule which requires us to make payments on the Debentures, equal to 1/20th of the face value of the Debenture, plus accrued interest, beginning on the fifth (5th) month after the date of issuance. Interest and principal payments may be paid in cash or registered common stock. If we elect to make a payment in registered common stock, the payment amount will be made in common stock based on a price equal to 90% of the average of the closing prices for our common stock for the ten (10) days before a payment is due, the “Market Price.” If we provide notice that we intend to make an interest and principal payment in cash, the Debenture holders will be forced to accept cash and surrender the redeemed portion of the respective Debenture or convert that portion of the Debenture (including interest) into common stock at the Market Price.
The Debenture holders will be issued three (3) separate warrants. The Series A Warrant gives the holder the right to purchase, for two years, 100% of the common shares underlying the Debenture at $.80 per share. The Series B Warrant gives the holder the right to purchase, for two years from the effective date of a registration statement, a number of our common shares equal to 50% of the number of common shares underlying the debenture, at $.46 per share. The Series C Warrant has a 7-year term and has an exercise price of $.56 per share, but may only be exercised by a Debenture holder who has exercised an equal number of Series B Warrants.
We have the right to force the Series A warrant holders to exercise their warrants if our stock price exceeds $1.60 per share. We have the right to force the Series B warrant holders to exercise their warrants if our stock price exceeds $.56 per share. The Debenture holders also are restricted or gated in terms of the number of shares underlying the Debenture that they may convert.
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