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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November 22, 2022
White
River Energy Corp
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-192060 |
|
45-3797537 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
609
W/ Dickson St., Suite 102 G
Fayetteville,
AR |
|
72701 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
| |
(800)
203-5610 |
|
| |
(Registrant’s
telephone number, including area code) |
|
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:
| ☐ |
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).
Emerging
growth company ☐
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01 Entry into a Material Definitive Agreement.
On
November 22, 2022, White River Energy Corp (the “Company”) entered into two Participation Agreements (each, an “Agreement”)
with White River E&P 1 LP (the “Fund”), a related party, whereby the parties agreed to the following: (i) under the first
Agreement, the Fund agreed to pay the Company an initial amount of $1,408,000 for drilling one or more wells on the Company’s mineral
lease located in Rankin County, Mississippi in exchange for (A) a 50% working interest and (B) a 32.5% net revenue interest in all such
wells (the “Mississippi Agreement”); and (ii) under the second Agreement, the Fund agreed to pay the Company an initial amount
of $1,597,632 for drilling one or more wells on the Company’s mineral lease located in Concordia Parish, Louisiana in exchange
for (A) a 37.5% working interest and (B) a 27% net revenue interest in all such wells (the “Louisiana Agreement”). Under
the Agreements, the initial payments are due November 30, 2022. In addition, under the Louisiana Agreement, in the event the test well
on the lease is determined to be economically viable, the Fund agreed to pay the Company an additional $595,972.45 in costs to complete
and produce the test well, while the Mississippi Agreement requires an additional $992,963.27 in costs to complete and produce that
test well.
Under
each Agreement, the Fund agreed to participate in the drilling of the initial test well, and each party may also drill a substitute
well if the test well is abandoned prior to reaching the agreed upon depth. Further, for any well drilled after the initial test well
and substitute well referenced in the preceding sentence, the Fund agreed to the same cost sharing arrangements as provided for the initial
test well.
The
Louisiana well commenced drilling in mid-November 2022 and is expected to reach terminal depths and be logged in mid-December 2022. The
Mississippi well is expected to commence drilling in mid-December 2022 and is expected to reach terminal depths and be logged in mid-January
2023.
The
foregoing description of the terms of the Agreements and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the copies of the Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| |
|
|
|
Incorporated
by Reference |
|
Filed or
Furnished |
| Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 10.1 |
|
Mississippi Agreement* |
|
|
|
|
|
|
|
Filed |
| 10.2 |
|
Louisiana Agreement* |
|
|
|
|
|
|
|
Filed |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
| * |
Certain
schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the
Securities and Exchange Commission upon request. |
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.
| |
White
River Energy Corp |
| |
|
|
| Date:
November 28, 2022 |
By: |
/s/
Jay Puchir |
| |
Name:
|
Jay
Puchir |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
|
|
White River Operating LLC
27073 HWY 15, Ferriday LA 71334 |
| |
November
18, 2022
WHITE
RIVER E&P 1 LP
Participation
Agreement for DENMISS LLC NO 1 Well.
When
executed by you in the manner provided below, this Participation Agreement (“Agreement”) will evidence an agreement
between WHITE RIVER ENERGY CORP. (hereinafter referred to as “Assignor”) and WHITE RIVER E&P 1 LP (hereinafter
referred to as “Participant”) covering your participation in the wells drilled on that certain 160 + mineral
acres; Section 14, SE/4 of SW/4, Section 23, NW/4 of SE/4 and SE/4 of NW/4 and SW/4 of NE/4, T7N-R4E, Pisgah Oil Field, Rankin County,
Mississippi (the “Pisgah Prospect”) under that certain Lease Agreement dated as of July 1, 2022 by and between White
River E&P LLC c/o Sky3D LLC and Pearl River Interior, L.L.C (the “Lease”). White River Operating LLC shall
be designated as “Operator” of the well(s) Drilled therein. The terms of this Agreement are as follows:
The
following exhibits are attached hereto and made a part of this Agreement:
| A. | Exhibit
A: Well Location Plat |
| B. | Exhibit
B: Authority for Expenditure (“AFE”) |
| C. | Exhibit
C: Wiring Instructions |
| D. | Exhibit
D: Form of Assignment |
| E. | Exhibit
E: Joint Operating Agreement |
| II. | AGREEMENT
TO CONVEY INTEREST IN LEASES |
| A. | Participant
shall fund an initial amount of $1,408,000 to Assignor (the “Payment”),
which Assignor will in turn use to drill the well or wells described in further detail herein
(beginning with the “Test Well” described in Section III hereunder). The
Payment is due by November 30th, 2022. In the event the Test Well is determined
to be economically viable, then an additional $992,963.27 in costs (the “Second
Payment”, and together with the Initial Payment, the “Payments”)
would be due to complete and produce the Test Well. The Second Payment will be due within
thirty days of the Participant receiving notice from the Assignor that the Test Well has
been deemed economically viable.
|
| B. | In
exchange for the Payments set forth above, the Participant is receiving: (i) a fifty percent
(50%) working interest in all wells resulting from the Pigsah Prospect; and (ii) a thirty
two and one half percent (32.5%) net revenue interest in all wells resulting from the Pigsah
Prospect. The foregoing interests will be assigned to the Participant pursuant to the assignment
of interests form attached hereto as Exhibit D.
|
| C. | It
is understood and agreed that Assignor (or one of its affiliates) is retaining a twenty five
percent (25%) working interest in the Test Well as a “promote”. As such, the
Participant is only receiving a fifty percent (50.0%) working interest in such well, despite
having the Payments total sixty-six and two-thirds of a percent (66.67%) of the AFE.
|
| D. | The
Assignor shall be responsible for all costs associated with the Test Well in excess of the
Payments |
| A. | WHITE
RIVER E&P 1 LP agrees to participate in the drilling of the initial test well, which
shall be designated as the DENMISS LLC No. 1, “TEST WELL” means the well that
is proposed and drilled in the Prospect. The Wells shall be drilled to a depth sufficient
to evaluate the prospective multiple zones being the Rodessa Sand and Hosston Formations
to a depth of 11,500’ (the “Contact Depths”). See AFE #1, Exhibit
B. |
| A. | The
initial drilling well shall be performed by White River Operating, LLC for an agreed
price. A copy of the drilling contract will be furnished to Participant upon request. |
If
the initial drilling is abandoned prior to reaching contract depths due to heaving shale, saltwater flow, rock salt, dome formation,
lost circulation, impenetrable formation, mechanical difficulty, or other conditions rendering further drilling impractical, any party
who participated in drilling the Well shall have the option, but not the obligation, to propose and drill a substitute well (hereinafter
referred to a “Substitute Test Well”). The parties who participate drilling the Well shall have the right to participate
in other zones of said Well and/or drilling the Substitute Test Well by following the same procedure and the same elections set forth
in Section III of this Agreement for the initial Well.
| V. | COST
OF SUBSEQUENT/DEVELOPMENT WELLS |
For
any well(s) drilled after the drilling of the Test Well and any Substitute Test Well within a unit area in which WHITE RIVER E&P
1 LP participates, WHITE RIVER E&P 1 LP share of costs shall be the same as a “TEST WELL”.
Upon
drilling of the initial well, Operator shall forward a standard AAPL-610 Joint Operating Agreement (the “JOA”) WHITE
RIVER E&P 1 LP applicable to all operations hereunder for your review and execution. White River Operating LLC shall be
designated as Operator in said JOA. In the event of a conflict between the terms and provisions of this Agreement and the JOA, this Agreement
shall prevail. The JOA shall take the form attached hereto as Exhibit E.
| VII. | INFORMATION
TO BE FURNISHED |
White
River Operating LLC shall notify Participant when actual drilling of a well is commenced and shall, upon request, furnish Participant
with copies of all regulatory permits for the Mississippi Office of Conservation. During the drilling or re-entry of any of the Well(s),
Participant’s duly authorized representatives shall have access, at their own risk, at all times to the derrick floor and shall
be given any available information requested regarding the well, including daily drilling reports, Monday through Friday, and sufficient
notice of all tests or the running of a log in order for Participant to have representatives present, if so desired.
At
all times while conducting operations under this Agreement, Assignor or Operator, as applicable, shall carry or cause to be carried adequate
insurance coverage for the benefit of the Participant, and shall ensure Participant is listed on such insurance as an additional insured.
| IX. | PROVISION
CONCERNING TAXATION |
Nothing
in this agreement or in any of the exhibits attached hereto is intended to create or shall it be deemed to create a joint venture or
a mining or other partnership of any kind, or to provide for or create any joint liability.
All
notices, proposals, reports and other communication given under this Agreement shall be sent to the parties at the following addresses
(please complete your contact information):
WHITE
RIVER E&P 1 LP
567
Kryptonite Drive
Castle
Rock, CO 80108
White
River Operating LLC
27073 HWY 15, Ferriday LA 71334
And
to such other addressees as the parties may designate in writing, notices, etc. may be sent by mail, fax or expedited delivery service.
Any notice, etc. shall be deemed to be received by the addressee on the day after it is actually sent.
The
form of assignment(s) shall be mutually agreed upon, and White River Energy LLC consents to the assignment(s).
| XII. | HEIRS,
SUCCESSORS, AND ASSIGNS |
Any
assignment or transfer of an interest under this Agreement shall be expressly made subject to this Agreement and the JOA contemplated
in Article VIII of this Participation Agreement. In any such assignment, the assigning party shall furnish its Participant with a copy
of this Agreement and all exhibits attached thereto, and the Participant(s) shall agree to assume and be bound by the terms and provisions
hereof.
This
Agreement and the parties’ rights and obligations under it shall be governed by the Laws of the State of Mississippi.
| XIV. | EFFECT
OF PARAGRAPH HEADINGS |
The
headings of the paragraphs herein have been used for convenience only and shall not be used in construing the provisions of this Agreement.
This
Agreement shall be effective for all purposes as of November 22, 2022 regardless of the date of its actual execution.
This
Agreement may be executed in multiple counterparts, all of which taken together shall constitute one (1) Agreement.
Sincerely,
WHITE
RIVER ENERGY CORP, PARENT COMPANY
WHITE
RIVER E&P LLC, SUBSIDIARY
WHITE
RIVER OPERATING LLC, SUBSIDIARY
SKY3D
LLC, AFFILIATE
Randy
May, Executive Chairman, on behalf of all of the above listed entities
WHITE
RIVER E&P 1 MANAGEMENT LLC c/o WHITE RIVER E&P 1 LP
Jay
Puchir, Co-Fund Manager, Manager
AGREED
TO AND ACCEPTED THIS 22nd DAY OF November, 2022.
Exhibit
10.2
|
White
River Operating LLC
27073 HWY
15, Ferriday LA 71334 |
| |
November
18, 2022
WHITE
RIVER E&P 1 LP
Participation
Agreement for AMI 12 A No. 18,
When
executed by you in the manner provided below, this Participation Agreement (“Agreement”) will evidence an agreement
between White River Energy Corp. (hereinafter referred to as “Assignor”) and WHITE RIVER E&P 1 LP (hereinafter
referred to as “Participant”) covering your participation in the wells drilled on Part Sections 2, T1N-R8E, Coochie
Oil Field, Concordia Parish, Louisiana (the “Coochie Prospect”), under that certain Lease Agreement dated as of March
8, 2022 by and between White River E&P LLC c/o Sky3D LLC and Andrew L. Peabody (the “Lease”). White River Operating
LLC shall be designated as “Operator” of the well(s) drilled therein. The terms of this Agreement are as follows:
The
following exhibits are attached hereto and made a part of this Agreement:
| A. | Exhibit
A: Well Location Plat |
| B. | Exhibit
B: Authority for Expenditure (“AFE”) |
| C. | Exhibit
C: Wiring Instructions |
| D. | Exhibit
D: Form of Assignment |
| E. | Exhibit
D: Joint Operating Agreement |
| II. | PAYMENT;
AGREEMENT TO CONVEY INTEREST IN LEASES |
| A. | Participant
shall fund an initial amount of $1,567,632 to Assignor (the “Initial Payment”),
which Assignor will in turn use to drill the well or wells described in further detail herein
(beginning with the “Test Well” described in Section III hereunder). The
Initial Payment is due by November 30th, 2022. In the event the Test Well
is determined to be economically viable, then an additional $595,972.45 in costs (the “Second
Payment”, and together with the Initial Payment, the “Payments”)
would be due to complete and produce the Test Well. The Second Payment will be due within
thirty days of the Participant receiving notice from the Assignor that the Test Well has
been deemed economically viable.
|
| B. | In
exchange for the Payments set forth above, the Participant is receiving: (i) a thirty seven
and one half percent (37.5%) working interest in all wells resulting from the Coochie Prospect;
and (ii) a twenty seven percent (27%) net revenue interest in all wells resulting from the
Coochie Prospect. The foregoing interests will be assigned to the Participant pursuant to
the assignment of interests form attached hereto as Exhibit D.
|
| C. | It
is understood and agreed that Assignor (or one of its affiliates) is retaining a twenty five
percent (25%) working interest in the Test Well as a “promote”. As such, the
Participant is only receiving a thirty seven and one half percent (37.5%) working interest
in such well, despite having the Payments total fifty percent (50%) of the AFE.
|
| D. | The
Assignor shall be responsible for all costs associated with the Test Well in excess of the
Payments. |
| A. | Participant
agrees to participate in the drilling of the initial test well, which shall be designated
as the AMI 12 A No. 18 well. “TEST WELL” means the well that is proposed
and drilled in on the unit of the Lease represented by the Coochie Prospect. The Wells shall
be drilled to a depth sufficient to evaluate the prospective multiple zones being the Wilcox,
Austin Chalk, Tuscaloosa and (TMS) to a depth of 14,000’ (Measured Depth). |
| B. | The
initial drilling well shall be performed by White River Operating, LLC for an agreed
price. A copy of the drilling contract will be furnished to Participant upon request. |
If
the initial drilling is abandoned prior to reaching contract depths due to heaving shale, saltwater flow, rock salt, dome formation,
lost circulation, impenetrable formation, mechanical difficulty, or other conditions rendering further drilling impractical, any party
who participated in drilling the Test Well shall have the option, but not the obligation, to propose and drill a substitute well (hereinafter
referred to a “Substitute Test Well”). The parties who participate drilling the Well shall have the right to participate
in other zones of said Well and/or drilling the Substitute Test Well by following the same procedure and the same elections set forth
in Section III of this Agreement for the initial Well.
| V. | COST
OF SUBSEQUENT/DEVELOPMENT WELLS |
For
any well(s) drilled after the drilling of the Test Well and any Substitute Test Well within a unit area in which WHITE RIVER E&P
1 LP participates, WHITE RIVER E&P 1 LP share of costs shall be the same as a “TEST WELL”.
Upon
drilling of the initial well, Assignor shall forward a standard AAPL-610 Joint Operating Agreement (the “JOA”) to
Participant applicable to all operations hereunder for your review and execution. White River Operating LLC shall be designated
as operator of the wells in said JOA. In the event of a conflict between the terms and provisions of this Agreement and the JOA, this
Agreement shall prevail. The JOA shall take the form attached hereto as Exhibit E.
| VII. | INFORMATION
TO BE FURNISHED |
White
River Operating LLC shall notify Participants when actual drilling of a well is commenced and shall, upon request, furnish Participants
with copies of all regulatory permits for the Louisiana Office of Conservation. During the drilling or re-entry of any of the Well(s),
Participants’ duly authorized representatives shall have access, at their own risk, at all times to the derrick floor and shall
be given any available information requested regarding the well, including daily drilling reports, Monday through Friday, and sufficient
notice of all tests or the running of a log in order for Participant to have representatives present, if so desired.
At
all times while conducting operations under this Agreement, Assignor or Operator, as applicable, shall carry or cause to be carried adequate
insurance coverage for the benefit of the Participant, and shall ensure Participant is listed on such insurance as an additional insured.
Nothing
in this agreement or in any of the exhibits attached hereto is intended to create or shall it be deemed to create a joint venture or
a mining or other partnership of any kind, or to provide for or create any joint liability.
All
notices, proposals, reports and other communication given under this Agreement shall be sent to the parties at the following addresses
(please complete your contact information):
WHITE
RIVER E&P 1 LP
567
Kryptonite Drive
Castle
Rock, CO 80108
White
River Operating LLC
27073 HWY 15, Ferriday LA 71334
and
to such other addressees as the parties may designate in writing, notices, etc. may be sent by mail, fax or expedited delivery service.
Any notice, etc. shall be deemed to be received by the addressee on the day after it is actually sent.
No
party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto.
Any assignment attempted in violation of this Agreement shall be void ab initio.
| XII. | HEIRS,
SUCCESSORS, AND ASSIGNS |
Any
assignment or transfer of an interest under this Agreement shall be expressly made subject to this Agreement and the JOA contemplated
in Section VII of this Participation Agreement. In any such assignment, the assigning party shall furnish its assignee with a copy of
this Agreement and all exhibits attached thereto, and the assignee(s) shall agree to assume and be bound by the terms and provisions
hereof.
This
Agreement and the parties’ rights and obligations under it shall be governed by the Laws of the State of Louisiana.
| XIV. | EFFECT
OF PARAGRAPH HEADINGS |
The
headings of the paragraphs herein have been used for convenience only and shall not be used in construing the provisions of this Agreement.
This
Agreement shall be effective for all purposes as of November 22, 2022, regardless of the date of its actual execution.
This
Agreement may be executed in multiple counterparts, all of which taken together shall constitute one (1) Agreement.
Sincerely,
WHITE
RIVER ENERGY CORP, PARENT COMPANY
WHITE
RIVER E&P LLC, SUBSIDIARY
WHITE
RIVER OPERATING LLC, SUBSIDIARY
SKY3D
LLC, AFFILIATE
Randy
May, Executive Chairman / Manager, on behalf of all of the above listed entities
WHITE
RIVER E&P 1 MANAGEMENT LLC c/o WHITE RIVER E&P 1 LP
Jay
Puchir, Co-Fund Manager, Manager
AGREED
TO AND ACCEPTED THIS 22nd DAY OF November, 2022.