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)
October 24, 2018
AMAZING ENERGY OIL AND GAS, CO.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
000-52392
(Commission File No.)
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
(Address of principal executive offices and Zip Code)
(855) 448-1922
(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 (see General Instruction A.2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
2.03
Creation
of a Direct Financial Obligation
On
October 24, 2018 Amazing Energy Oil & Gas, Co.
(“Amazing” or the “Company”) entered into a
loan agreement with Bories Capital, LLC whereby the Company
borrowed the aggregate sum of five hundred thousand and no/100
dollars ($500,000.00) (the “
Loan
”).
The
loan matures in two (2) years and requires interest only payments
until maturity. The loan is unsecured and can accelerate in full if
the Company defaults on its obligations under the promissory note
or the loan agreement.
The
proceeds of the Loan will be used to pay down existing debt of the
Company and for general working capital.
Item
3.03
Material
Modifications of Rights of Security Holders.
As
additional consideration for receiving the Loan, the Company agreed
to modify the terms of an Amazing common stock purchase warrant
issued to Gulf South Holdings, Inc., an affiliate of Bories
Capital, LLC and the rights and preferences of the shares of
Amazing’s Series B Preferred Stock, all of which are held by
the Lender.
The
Warrant was modified to reduce the exercise price from $1.00 per
share to $.40 per share, provide for a cashless exercise option and
extend the expiration date of the Warrant to April 1,
2024.
The
Series B Preferred shares were modified to eliminate the
Company’s call provision until April 1, 2024, set the
conversion period for the Series B into warrants from April 1, 2019
to April 1, 2024 and provide that the warrants into which the
Series B may be converted shall have exercise prices of $.40 per
share and a cashless exercise option.
The
Loan Agreement and Promissory note are included herewith as
Exhibits 10.1 and 10.2 respectively.
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Exhibit No.
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Document Description
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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.
Dated
this 25
th
day of October, 2018.
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AMAZING ENERGY OIL AND GAS, CO.
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BY:
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/s/
Will McAndrew
III
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Will
McAndrew III, CEO
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LOAN AGREEMENT
THIS LOAN AGREEMENT
("Agreement")
is made effective as of this 24th day
of October, 2018 by AMAZING ENERGY OIL & GAS, CO., a Nevada
company
("Borrower")
and in favor of Bolles Capital, LLC a
Louisiana limited liability company (the
"Lender")
RECITALS:
A.
Lender
has agreed to lend to Borrower and Borrower has agreed to borrower
from Lender on the terms and conditions set forth in this Agreement
("Loan") Five Hundred Thousand and No/100 Dollars
($500,000.00)
("Loan
Amount"),
payable in accordance
with the Promissory Note executed by the Lender and Borrower as of
the date of this Agreement.
B.
Lender
is willing to make the Loan on the condition that Borrower, among
other things, joins in the execution and delivery of this
Agreement, a Promissory Note executed at the same time as this
Agreement ("Note"), (the Agreement and Note are together the
"Loan
Documents");
C.
Borrower
has issued, to Gulf South Holding, Inc. ("GSHI"), a warrant to
purchase 2,674,576 shares of Borrower's common stock (the
"Warrant").
D.
Lender
is the holder of 50,000 shares of the Borrower's Series B Preferred
Stock.
NOW,
THEREFORE, in consideration of the making of the Loan by Lender,
and the covenants, agreements, representations and warranties set
forth in this Agreement, the parties hereby covenant, agree,
represent and warrant as follows.
ARTICLE
I.
CERTAIN DEFINITIONS
"Agreement"
means this Loan Agreem'ent, as the
same may from time to time hereafter be modified, supplemented or
amended.
"Borrower"
shall mean Amazing Energy Oil &
Gas, Co., a Nevada corporation. Borrower shall also mean any
successor or assign of Amazing Energy Oil & Gas, Co., including
any successor created by merger, consolidation or other
reorganization. Borrower is sometimes also referred to as Payor in
other of the Loan Documents.
"Business Day"
means days on which banks in Dallas,
Texas are open for business.
"Cashless
Exercise"
means the exercise of
the amended Warrant pursuant to the "cashless exercise" provisions
contained in the Amended Warrant attached hereto as Exhibit "B"
hereto.
"Closing Date"
means October 22,
2018.
"Event of
Default"
shall have the meaning
as set forth in Section 5.1
"Governmental
Authority"
means any national,
federal, state, regional or local government, or any other
political subdivision of any of the foregoing, in each case with
jurisdiction over Borrower exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining
to the government.
"Lender"
shall mean Bolles Capital, LLC a
Louisiana limited liability company. Lender shall also mean any
successor or assign of Bories Capital. Lender is sometimes also
referred to Payee in other of the Loan
Documents.
"Loan
Documents"
shall mean this Loan
Agreement, the Note and any amendments or supplements to such
documents.
"Maturity Date"
shall have the meaning as set forth in
the Note.
"Note"
means and refers to the promissory note evidencing the Loan, dated
as of the date hereof, made by Borrower to Lender, as such
promissory note may be modified, amended, supplemented, extended or
consolidated in writing, and any note(s) issued in exchange
therefore or in replacement thereof. A form of the Note is attached
hereto as Exhibit "A."
"Party"
means a party to this
Agreement.
ARTICLE II.
GENERAL TERMS
2.1
Loan
.
Lender shall loan Borrower the principal amount of
Five Hundred Thousand and
No/100
Dollars ($500,000.00), and Borrower shall borrow from and repay
such amount to Lender, with interest, as is more fully set forth in
the Note.
2.2
Additional
Consideration.
As additional
consideration for Lender making the Loan to
Borrower,
Borrower agrees as follows:
(a)
Borrower
agrees to amend the terms of the Warrant, as set forth in
Exhibit
"B,"
to lower the exercise price to forty
cents ($.40) per share, with the holder's option for a Cashless
Exercise, and to extend the expiration date of the Warrant to
April
1,
2024;
(b)
Borrower
agrees to amend the terms of the Series B Preferred Stock
to:
(i)
Eliminate
the Borrower's ability to call the Series B Preferred Stock until
April 1, 2024; and
(ii)
Lender
may convert the Series B Preferred Stock into warrants to purchase
Borrower's common stock, pursuant to the rights and preferences
applicable to the Series B Preferred Stock, beginning April 1, 2019
and continuing until April 1, 2024; and
(iii)
The
exercise price applicable to any warrants, issued upon conversion
of any Series B Preferred Stock, shall be amended to forty cents
($.40) per share, with the holder's option for a Cashless Exercise.
The form of warrant issuable upon conversion of the Series B
Preferred Stock shall be substantially the same as Exhibit "B". A
copy of
the amended Series B Preferred Stock rights and
preferences is attached hereto as Exhibit "
C
"
ARTICLE III.
DEFAULTS AND REMEDIES
3.1
Event
of Default.
The following shall
constitute an Event of Default:
(a)
if
any payment due under the Note is not paid within thirty (30)
business days of Borrower receiving written notice that such
payment is late.
(b)
if
any representation made in this Agreement, any other Loan Document
or any other document in connection with the Loan shall be false
when made or shall be untrue when made in any material
respect.
(c)
if
Borrower shall breach any term or covenant contained in this
Agreement or in any other Loan Document.
3.2
Remedies.
Upon
the occurrence of an Event of Default (including, without
limitation, a
breach
of this Agreement or other Loan Document), all or any one or more
of the rights, powers and other remedies available to Lender
against Borrower under this Agreement or any of the other Loan
Documents, or at law or in equity may be exercised by Lender at any
time and from time to time, without notice or demand, whether or
not all or any portion of the indebtedness to Lender shall be
declared due and payable, and whether or not Lender shall have
commenced any action for the enforcement of its rights and remedies
under any of the Loan Documents. Any such actions taken by Lender
shall be cumulative and concurrent and may be pursued
independently, singly, successively, together or otherwise, at such
time and in such order as Lender may determine in its discretion,
to the fullest extent permitted by law, without impairing or
otherwise affecting the other rights and remedies of Lender
permitted by law, equity or contract or as set forth herein or in
the other Loan Documents.
ARTICLE IV.
MISCELLANEOUS
4.1
No Third Parties Benefited.
This Agreement is between and for
the sole benefit of
Borrower
and Lender, and Lender's successors and assigns, and creates no
rights whatsoever in favor of any other person or entity and no
other person or entity will have any rights to rely
hereon.
4.2
Notices
All notices or other written
communications hereunder will be deemed to have
been
properly given (i) upon delivery, if delivered in person or by
facsimile transmission with receipt of an electronic confirmation
thereof, (ii) one Business Day after having been deposited for
overnight delivery with any reputable overnight courier service, or
(iii) three Business Days after having been deposited in any post
office or mail depository regularly maintained by the U.S. Postal
Service and sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
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If
to Borrower:
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Amazing
Energy Oil & Gas, Co.
Attn:
Willard McAndrew, III, CEO
5700
W. Plano Pkwy, Suite 3600
Plano,
TX 75093
Phone:
(972) 233-1244
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If to Lender:
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Bodes
Capital, LLC
Attn:
Robert A. Bories
650
Poydras Street, Suite 2660
New
Orleans, LA 70130
Phone:
(504) 566-9802 X 126
Fax:
(504) 566-9804
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4.3
Additional Documents.
Each Party shall execute such
additional documents as may
reasonably
be requested by the other Party to effectuate the provisions of
this Agreement.
4.4
Assignment.
No Party may
assign its rights or obligations under this Agreement without
the prior written consent of the other Party. Any
purported assignment without the other Party's prior written
consent will be void
ab
initio.
4.5
Authorization;
Binding Effect.
Each Party
represents to the other that its execution of
this
Agreement has been authorized by all necessary corporate action and
that this Agreement constitutes a binding obligation of such Party.
Each individual who executes this Agreement on behalf of a Party
represents to all Parties that he or she is authorized to do so.
This Agreement will bind each Party's successors and permitted
assigns.
4.6
Attorneys'
Fees.
If a Party is in default
under this Agreement, the other Party will have
the
right, at the expense of the defaulting Party, to retain an
attorney to make demand, enforce remedies, or otherwise protect or
enforce the rights of the non-defaulting Party. A Party in default
shall pay all attorneys' fees and costs so incurred.
4.7
Consents
and Approvals.
Unless
specifically stated to the contrary in this Agreement
(i.e.,
by stating that a Party's consent or approval may
be granted or withheld in its sole discretion), whenever any
provision of this Agreement requires a Party to provide its consent
or approval, such Party will not unreasonably condition, withhold
or delay such consent or approval.
4.8
Consent
Required to Amend or Waive.
No
amendment or modification of any
provision
of this Agreement will be effective unless made in writing and
signed by each of the Parties.
4.9
Counterparts.
This Agreement may be executed in
counterparts each of which will be
deemed
an original, and such counterparts when taken together shall
constitute but one agreement.
4.10
Entire
Agreement.
This Agreement sets
forth the entire understanding of the Parties with respect to the
subject matter of this Agreement and supersedes all prior
agreements and understandings between the Parties regarding the
subject matter of this Agreement. All exhibits and schedules
referenced in, and attached to, this Agreement are incorporated
into, and constitute a part of, this Agreement.
4.11
Governing
Law; Consent to Jurisdiction.
This Agreement and its interpretation and
enforcement are governed by the laws of the state of Texas. Each
Party agrees that venue for any dispute arising out of or in
connection with this Agreement will be in Collin County, Texas and
each Party waives any objections it may now or hereafter have
regarding such venue.
4.12
No
Waiver.
No waiver by any Party
of any right or default under this Agreement will be effective
unless in writing and signed by the waiving Party. No such waiver
will be deemed to extend to any prior or subsequent right or
default or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.
4.13
Relationship
of the Parties.
The
relationship of the Parties is strictly one of Borrower and Lender.
This Agreement is neither intended to, nor will it be construed as,
an agreement to create a joint venture, partnership, or other form
of business association between the Parties.
4.14
Severability.
If for any reason any provision of
this Agreement is determined by a tribunal of competent
jurisdiction to be legally invalid or unenforceable, the validity
of the remainder of the Agreement will not be affected and such
provision will be deemed modified to the minimum extent
necessary to make such provision consistent with applicable law
and, in its modified form, such provision will then be enforceable
and enforced.
4.15
Terminology.
Unless specifically indicated to the
contrary: (i) wherever from the context it appears appropriate,
each term stated in either the singular or the plural will include
the plural and the masculine gender will include the feminine and
neuter genders; (ii) the term "or" is not exclusive; (iii) the term
"including" (or any form thereof) will not be limiting or
exclusive; (iv) the words "Agreement," "herein," "hereof,"
"hereunder," or other words of similar import refer to this
Agreement as a whole, including exhibits and schedules (if any), as
the same may be modified, amended or supplanted. The headings in
this Agreement have no independent meaning.
4.16
Time
.
Time is of the essence of each provision of this
Agreement. Time periods referred to in this Agreement will be
determined by excluding the day of the event when the period
commences or from which it runs and will expire at 5:00 p.m. (local
time in Dallas, Texas) on the last day included in such
period;
provided,
however, that if the time for the performance of
any obligation or action under this Agreement expires on a day that
is not a Business Day, the time for performance will be extended to
the next succeeding Business Day.
4.17
Disclaimer—Preparation
of Agreement.
This Agreement
was originally prepared by counsel for Borrower. The Parties agree,
however, that this fact shall not create any presumption in favor
or against any Party in respect of the interpretation or
enforcement of this Agreement. Each other Party is advised to have
this Agreement reviewed by independent legal and tax counsel prior
to its execution. By executing this Agreement, each such Party
represents (i) that it has read and understands this Agreement,
(ii) that it has had the opportunity to obtain independent legal
and tax advice regarding this Agreement and (iii) that it has
obtained such independent advice or has freely elected not to do
so.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
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BORROWER:
AMAZING ENERGY
OIL &
GAS, CO., a
Washington limited liability
company,
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LENDER:
BORIES
CAPITAL, LLC a Louisiana limited
liability
company,
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By
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/s/ Willard McAndrew, III
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By
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/s/ Robert A. Bories
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Willard McAndrew, III, CEO
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Robert A. Bories, Member
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PROMISSORY NOTE
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$500,000.00
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Dallas, Texas
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October
24, 2018
THIS PROMISSORY NOTE (“Note”) is made
and effective as of the date hereof, by AMAZING ENERGY OIL &
GAS, CO., a Nevada corporation (“Payor”), in favor of
BORIES CAPITAL, a Louisiana limited liability company, (the
“
Payee
”).
FOR
VALUE RECEIVED, Payor promises to pay to Payee, or order, the sum
of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00), together
with interest thereon, all as hereinafter provided.
1
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Interest.
All sums from time to time owing
hereon shall bear interest from the date hereof at the rate of
HANCOCK WHITNEY PRIME + two percent (2%) per annum, compounding
annually, which said rate of interest shall be calculated on a
monthly basis.
2.
Installment
Payments
.
Payor shall make monthly payments of interest
only, in such amounts as shall be billed to Payor by Payee. By the
tenth (10th) day of each month, Payee shall deliver to Payor a
written statement setting forth the interest amount due for that
month, a calculation of said interest payment and written evidence
of the rate of interest imposed pursuant to Section 1 above. All
monthly payments of principal and interest shall be due by the last
day of each month, with the first such payment due and payable by
November 30, 2018.
3.
Due
Date.
The entire remaining
principal balance of this Note together with any and all accrued
but unpaid interest thereon shall be due and payable in full on or
before October 24, 2020
(“Maturity
Date
”).
4.
Default
Interest.
After maturity, or
failure to make any payment, any unpaid principal shall accrue
interest at the rate of twelve percent (12%) per annum, or the
maximum allowed by law, whichever is less, during such period of
Payor's default under this Note.
5.
Allocation
of Payments
.
Each payment shall be credited first
to any late charge or other fees and costs then due, second to
interest, and the remainder to principal.
6.
Prepayment
.
All or any part of the principal may
be prepaid, together with interest accrued thereon, at any time
without premium or penalty.
7
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Currency
.
All principal and interest payments
shall be made in lawful money of the United
States.
8.
Late
Charge.
If Payee receives any
installment payment more than fifteen (15) days after its due date,
then a late payment charge of five percent (5%) of the delinquent
amount will be added to the scheduled payment.
9
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Security
.
This Note is
unsecured.
10.
Acceleration.
If Payor fails to make any payment
owed under this Note, or if Payor
defaults under the Loan
Agreement of even date herewith between Payor and Payee and such
default is not cured with thirty (30) days after written notice of
such default, then Payee may, at its option, declare all
outstanding sums owed on this Note to be immediately due and
payable, in addition to any other rights or remedies that Payee may
have under the Loan Agreement.
11.
Attorneys'
Fees and Costs.
Payor shall pay
all costs incurred by Payee in collecting sums due under this Note
after a default, including reasonable attorneys' fees, whether or
not suit is brought. If Payor or Payee sues to enforce this Note or
to obtain a declaration of its rights hereunder, the prevailing
party in any such proceeding shall be entitled to recover its
reasonable attorneys' fees and costs incurred in the proceeding
(including those incurred in any bankruptcy proceeding or appeal)
from the non-prevailing party.
12.
Notices.
All notices required or permitted to
be given hereunder to Payor or Payee shall be given in the manner
as provided in the Loan Agreement and to the place as provided
herein.
13.
Waiver
of Presentments.
Payor waives
presentment for payment, notice of dishonor, protest and notice of
protest.
14.
Non-waiver.
No failure or delay
by Payee in exercising Payee's rights
under this Note shall be a wavier of such
rights.
15.
Negotiable
Instrument; No Partnership.
Payor agrees that this Note is a negotiable
instrument. Payor acknowledges that Payee will not be construed for
any purpose to be a partner, joint venturer, agent or associate of
Payor or of any lessee, operator, concessionaire or licensee of
Payor in the conduct of its business. By execution of this Note,
Payor agrees to indemnify, defend and hold Payee harmless from and
against any and all damages, costs, expenses and liability that may
be incurred by Payee as a result of a claim that Payee is such a
partner, joint venturer, agent or associate.
16.
Severability.
If for any reason any provision of
this Note is determined by a tribunal of competent jurisdiction to
be legally invalid or unenforceable, the validity of the remainder
of the Note will not be affected and such provision will be deemed
modified to the minimum extent necessary to make such provision
consistent with applicable law and, in its modified form, such
provision will then be enforceable and
enforced.
17.
Integration.
There are no verbal or other
agreements which modify or affect the terms of this Note. This Note
may not be modified of amended except by written agreement signed
by Payor and Payee.
18.
Conflicting
Terms.
In the event of any
conflict between the terms of this Note and the terms of the Loan
Agreement, the terms of this Note shall
prevail.
19.
Execution.
The Payor executes this Note as a
principal and not as a surety. If there is more than one Payor,
each Payor shall be jointly and severally liable under this
Note.
20.
Commercial
Property.
Payor represents and
warrants to Payee that the sum represented by this Note is being
used for business, investment or commercial purposes, and not for
personal, family or household purposes.
21.
Counting
of Days; Time of Essence.
Except where otherwise specifically provided, any
reference in this Note to a period of
“days” means calendar days, not
business days. Time is of the essence with respect to all
provisions of this Note.
22.
Governing Law; Jurisdiction.
Any action brought to enforce or
interpret this
Note,
at the option of the Payee, may be brought in Collin, County,
Texas. This Note shall be construed in accordance with the laws of
the State of Texas.
The
undersigned has duly executed this Note effective as of the date
and year first written above.
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AMAZING
ENERGY OIL & GAS, CO., a Nevada corporation,
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By
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/s/ Willard McAndrew III
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Willard
McAndrew III, CEO
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