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):  March 11, 2019
 
001-35922
(Commission file number)
 
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
 
Texas
 
22-3755993
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
 (Address of principal executive offices)
 
 (855) 733-3826
(Issuer’s telephone number)
 
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):
 
[  ]
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.   

 
 
 
Item 7.01 Regulation FD Disclosure.
 
PEDEVCO Corp. (the “Company”, “PEDEVCO”, “we” and “us”) issued a press release on March 11, 2019 regarding the Company’s participation in the 31st Annual ROTH Conference at The Ritz Carlton, Laguna Nigel, California on March 18th and 19th, 2019, and the Company published a presentation on its website at www.pedevco.com that it will be presenting at the Conference. A copy of the press release and presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein. In addition, the Company’s reserve report dated February 28, 2019, relating to the proved oil and gas reserves estimates and future net revenue of the Company’s oil and gas properties in Colorado and New Mexico as of December 31, 2018, as referenced in the Company presentation, is filed herewith as Exhibit 23.1 and incorporated by reference herein.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
Description
 
 
Consent of Cawley, Gillespie & Associates, Inc.
 
 
Press Release dated March 11, 2019.
 
 
Company presentation dated March 11, 2019.
 
 
Reserve Report prepared by Cawley, Gillespie & Associates, Inc.
 
* Filed herewith.
 ** Furnished herewith.
 
 
 
 
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 thereunto duly authorized.
 
 
 
 
 
PEDEVCO CORP.
 
 
 
 
By:
/s/ Dr. Simon Kukes
 
 
Dr. Simon Kukes
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
Date:  March 11, 2019
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Description
 
 
Consent of Cawley, Gillespie & Associates, Inc.
 
 
Press Release dated March 11, 2019.
 
 
Company presentation dated March 11, 2019.
 
 
Reserve Report prepared by Cawley, Gillespie & Associates, Inc.
 
 
   
* Filed herewith.
 ** Furnished herewith.
 
 
 
Exhibit 23.1
 
CONSENT OF PETROLEUM ENGINEERS
 
We consent to the incorporation by reference in the (a) Registration Statement No. 333-227566 on Form S-8 of PEDEVCO Corp. (the “Company”), (b) Registration Statement No. 333-192002 on Form S-8 of the Company, (c) Registration Statement No. 333-214415 on Form S-3 of the Company, (d) Registration Statement No. 333-201098 on Form S-8 of the Company, (e) Registration Statement No. 333-207529 on Form S-8 of the Company, (f) Registration Statement No. 333-215349 on Form S-8 of the Company, (g) Registration Statement No. 333-222335 on Form S-8 of the Company, and (h) Registration Statement No. 333-201099 on Form S-3 of the Company, of our report dated February 28, 2019, relating to the proved oil and gas reserves estimates and future net revenue of various oil and gas properties in Colorado and New Mexico as of December 31, 2018, as referenced in, and filed as Exhibit 99.3 to, the Current Report on Form 8-K dated March 11, 2019.
 
 
 
Cawley, Gillespie & Associates, Inc.
Texas Registered Engineering Firm F-693
 
 
      
By:
Name: W. Todd Brooker
Title: President
 
Cawley, Gillespie & Associates, Inc.
13640 Briarwick Drive, Suite 100
Austin, Texas 78729
March 11, 2019
 
 
  Exhibit 99.1
 
 
Pacific Energy Development to Present at 31st Annual Roth Conference
 
Houston, Texas, March 11, 2019 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE American: PED) (the “Company”) today announced that J. Douglas Schick, President of the Company, and Mr. Ivar Siem, a member of the Company’s Board of Directors and head of its Operating Committee, will be attending and jointly participating in one-on-one meetings at the 31st annual ROTH Conference at The Ritz-Carlton, Laguna Niguel, California on March 18th and 19th, 2019. Mr. Schick will also be participating in a panel discussion titled “What’s Up with the Hz San Andres.”
 
 
A pre-recorded Company webinar and presentation slides will be posted and available on the ROTH Conference main webcast page at http://wsw.com/webcast/roth33/ped.
 
 
About Pacific Energy Development (PEDEVCO Corp.)
 
PEDEVCO Corp, d/b/a Pacific Energy Development (NYSE American: PED), is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company’s principal assets are its San Andres Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico, and its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado. Pacific Energy Development is headquartered in Houston, Texas.
 
Cautionary Statement Regarding Forward Looking Statements
 
All statements in this press release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words "estimates," "believes," "hopes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company's control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and subsequently filed Quarterly Reports on Form 10-Q under the heading "Risk Factors". The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements, except as otherwise required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. Readers are also urged to carefully review and consider the other various disclosures in the Company's public filings with the Securities Exchange Commission (SEC).
 
Contacts
 
Pacific Energy Development
 
1-855-733-3826
 
PR@pacificenergydevelopment.com
 
 
  Exhibit 99.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 99.3
Cawley, Gillespie & Associates, Inc.
 
petroleum consultants
 
13640 BRIARWICK DRIVE, SUITE 100
306 WEST SEVENTH STREET, SUITE 302
1000 LOUISIANA STREET, SUITE 1900
AUSTIN, TEXAS 78729-1107
FORT WORTH, TEXAS 76102-4987
HOUSTON, TEXAS 77002-5008
512-249-7000
817- 336-2461
713-651-9944
 
www.cgaus.com
 
 
 
February 28, 2019
Mr. Clayton J. Riddle
PEDEVCO Corp., dba Pacific Energy Development
1250 Wood Branch Park Dr. Suite 400
Houston, TX 77079
 
 
Re:
Evaluation Summary
 
 
PEDEVCO Corp. Interests
 
 
Various Oil Properties in Colorado & New Mexico
 
 
Total Proved Reserves
 
 
As of December 31, 2018
 
 
 
 
 
Pursuant to the Guidelines of the Securities and Exchange
 
 
Commission for Reporting Corporate Reserves and
 
 
Future Net Revenue
 
Dear Mr. Riddle:
 
As requested, this report was completed on February 28, 2019 for PEDEVCO Corp., doing business as Pacific Energy Development (“PEDEVCO”), for the purpose of public disclosure by PEDEVCO in filings made with the Securities and Exchange Commission (SEC) in accordance with the disclosure requirements set forth in the SEC regulations. We evaluated 100% of the Colorado and New Mexico proved reserves, as per information from PEDEVCO. This report, with an effective date of December 31, 2018, was prepared using constant prices and costs and conforms to the guidelines of the SEC. A composite summary of the results of this evaluation are presented below:
 
 
 
 
 
 
Proved
 
 
 
 
 
 
 
 
 
 
 
 
Developed
 
 
Proved
 
 
Total
 
 
 
 
 
 
Producing
 
 
Undeveloped
 
 
Proved
 
Net Reserves
 
 
 
 
 
 
 
 
 
 
 
 
Oil
  
- Mbbl
 
  434.7 
  11,103.3 
  11,538.0 
Gas
  
- MMcf
 
  341.0 
  4,942.1 
  5,283.1 
NGL
  
- Mbbl
 
  16.8 
  0.0 
  16.8 
 
 
 
    
    
    
Revenue
 
 
 
    
    
    
Oil
 - M$
  26,697.8 
  656,612.3 
  683,310.1 
Gas
 - M$ 
  934.7 
  7,314.2 
  8,248.9 
NGL
 - M$ 
  361.8 
  0.0 
  361.8 
 
    
    
    
    
Severance Taxes
 - M$ 
  1,498.4 
  47,134.6 
  48,632.9 
Ad Valorem Taxes
 - M$ 
  934.2 
  33,196.3 
  34,130.6 
 
    
    
    
    
Operating Expenses
 - M$ 
  12,809.8 
  66,232.2 
  79,042.0 
Other Deductions
 - M$ 
  1,196.9 
  40,416.1 
  41,613.0 
Investments
 - M$ 
  1,392.9 
  213,043.9 
  214,436.8 
Net Operating Income
 - M$ 
  10,162.1 
  263,903.5 
  274,065.6 
        (BFIT)
    
    
    
    
Discounted @ 10%
 - M$ 
  7,947.0 
  173,344.2 
  181,291.2 
(Present Worth)
    
    
    
    
 
 
 
PEDEVCO Corp. Interests
February 28, 2019
Page 2
 
Future revenue is prior to deducting state production taxes and ad valorem taxes. Future net cash flow is after deducting these taxes, future capital costs, and operating expenses, but before consideration of federal income taxes. In accordance with SEC guidelines, the future net cash flow has been discounted at an annual rate of ten percent to determine its “present worth”. The present worth is shown to indicate the effect of time on the value of money and should not be construed as being the fair market value of the properties.
 
The oil reserves include oil and condensate. Oil volumes are expressed in barrels (42 U.S. gallons). Gas volumes are expressed in thousands of standard cubic feet (Mcf) at contract temperature and pressure base.
 
Our estimates are for proved reserves only and do not include any probable or possible reserves nor have any values been attributed to interest in acreage beyond the location for which undeveloped reserves have been estimated. The Proved Developed category is the summation of the Proved Developed Producing and Proved Developed Non-Producing estimates. For this evaluation, Proved Developed reserves and value are equal to Proved Developed Producing reserves and value.
 
Presentation
The report contains summaries by reserve category. The reserve categories presented are: Total Proved (TP), Proved Developed Producing (PDP) and Proved Undeveloped (PUD).
 
Hydrocarbon Pricing
 The base SEC oil and gas prices calculated for December 31, 2018, were $65.56 per barrel and $3.10 per MMBTU, respectively. As specified by the SEC, a company must use a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period. The SEC base oil price is based upon WTI-Cushing spot prices (Bloomberg) during 2018 and the SEC base gas price is based upon Henry Hub spot prices (Platt’s Gas Daily) during 2018. A summary of pricing parameters for the New Mexico assets is shown in the table below.
 
 
 
Crude Oil
 
 
Natural Gas
 
 
 
Price
 
 
Price
 
        Base Price ($/BBL, $/MMBtu)
  65.56 
  3.10 
 
    
    
        Chaveroo Differential ($/BBL, $/MMBtu)
  -6.42 
  -1.62 
        Milnesand Differential ($/BBL, $/MMBtu)
  -6.43 
  -1.62 
 
    
    
        Chaveroo Net Price ($/BBL, $/Mcf)
  59.14 
  1.48 
        Milnesand Net Price ($/BBL, $/Mcf)
  59.13 
  1.48 
 
The base prices were adjusted for differentials on a per-field basis for the New Mexico assets and on a per-operator basis for the Colorado assets, which may include local basis differentials, transportation, gas shrinkage, gas heating value (BTU content) and/or crude quality and gravity corrections. For New Mexico properties, supplemental differential data was applied based upon Mid-Cushing price differentials from January 2018 through August 2018 to bridge the gap in data available from PEDEVCO. After these adjustments, the net realized prices over the life of the proved properties were estimated to be $59.22 per barrel for oil and $1.56 per MCF for gas. All economic factors were held constant in accordance with SEC guidelines.
 
 
PEDEVCO Corp. Interests
February 28, 2019
Page 3
 
Expenses, Investments and Taxes
 
New Mexico Assets:
Lease operating expenses (LOE) for each producing well were estimated from 2018 monthly lease operating statements. All economic parameters, including lease operating expenses and investments, were held constant (not escalated) throughout the life of these properties.
 
Chaveroo Field LOE was applied at $1,597 per producing well per month. Milnesand Field LOE was applied at $2,541 per producing well per month. For new horizontal drills in both fields, operating costs were applied starting at $15,000 per well per month for the first 12 months, then $10,000 per well per month for 24 months and $4,000 thereafter for the life of the well.
 
Capital costs for PUD drills, facility upgrades and abandonment were provided by PEDEVCO. Infill drilling at Chaveroo Field was scheduled to cost $1,933,309 per 3200-foot horizontal drill (4), $2,223,993 per 4500-foot horizontal drill (46), $2,310,000 per 5500-foot horizontal drill (3), $2,597,019 per 7000-foot horizontal drill (11) and $7,500,000 for water-handling facility upgrades. Infill drilling at Milnesand Field was scheduled to cost $2,237,318 per 4500-foot horizontal drill (15), $2,327,000 per 5500-foot horizontal drill (2), $2,620,609 per 7000-foot horizontal drill (10) and $7,500,000 for water-handling facility upgrades. Abandonment costs for Chaveroo and Milnesand field wells were applied at $20,000 per vertical well and $40,000 per horizontal well, as provided.
 
Severance taxes were applied at New Mexico rates of 7.09% of oil revenue and 7.94% of gas revenue. Ad valorem taxes were applied at 5.00% of total revenue as per PEDEVCO.
 
Colorado Assets:
Lease operating expenses (LOE) were estimated from 2018 monthly lease operating statements and applied on a per-operator basis. All economic parameters, including lease operating expenses and investments, were held constant (not escalated) throughout the life of these properties.
 
Severance taxes were applied at Colorado rates of 5.00% of oil revenue and 5.00% of gas revenue. Ad valorem taxes were applied at 3.00% of total revenue as per PEDEVCO.
 
SEC Conformance and Regulations
The reserve classifications and the economic considerations used herein conform to the criteria of the SEC. The reserves and economics are predicated on regulatory agency classifications, rules, policies, laws, taxes and royalties currently in effect except as noted herein. PEDEVCO’s operations may be subject to various levels of governmental controls and regulations. These controls and regulations may include matters relating to land tenure, drilling, production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time. Such changes in governmental regulations and policies may cause volumes of reserves actually recovered and amounts of income actually received to differ significantly from the estimated quantities.
 
This evaluation includes 91 proved undeveloped locations in New Mexico, of which 86 are commercial in this evaluation. Each of these commercial drilling locations proposed as part of PEDEVCO’s development plans conforms to the proved undeveloped standards as set forth by the SEC. In our opinion, PEDEVCO has indicated they have every intent to complete this development plan as scheduled.
 
Furthermore, PEDEVCO has demonstrated that they have the proper company staffing, financial backing and prior development success to ensure this development plan will be fully executed.
 
PEDEVCO Corp. Interests
February 28, 2019
Page 4
 
 
Reserves Estimation Methods
The methods employed in estimating reserves are industry standard methods that are appropriate for the assets evaluated. PDP reserves for New Mexico and Colorado properties were forecast using production performance reserve estimation methods. No PDNP reserves were assigned for these assets. PUD reserves for each New Mexico field were estimated using a blend of type curve analysis, material balance calculations, volumetric estimates and analogy forecasting techniques. No PUD reserves were assigned by us for the Colorado properties.
 
Non-producing reserve estimates were forecast using a blend of type curve analysis, material balance calculations, volumetric estimates and analogy forecasting techniques. These methods provide a relatively high degree of accuracy for predicting proved undeveloped reserves for PEDEVCO properties, due to the mature nature of their properties targeted for development and an abundance of subsurface control data. The assumptions, data, methods and procedures used herein are appropriate for the purpose served by this report.
 
General Discussion
The estimates and forecasts were based upon interpretations of data furnished by your office and available from our files. To some extent information from public records has been used to check and/or supplement these data. The basic engineering and geological data were subject to third-party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data. All estimates represent our best judgment based on the data available at the time of preparation. Reserves estimates will generally be revised as additional geologic or engineering data become available or as economic conditions change.  Moreover, estimates of reserves may increase or decrease as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks.  As a result, the estimates of oil and gas reserves have an intrinsic uncertainty.  The reserves included in this report are therefore estimates only and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.
 
An on-site field inspection of the properties has not been performed. The mechanical operation or condition of the wells and their related facilities have not been examined nor have the wells been tested by Cawley, Gillespie & Associates, Inc. Possible environmental liability related to the properties has not been investigated nor considered. The cost of plugging and the salvage value of equipment at abandonment have been included in this evaluation.
 
Cawley, Gillespie & Associates, Inc. is a Texas Registered Engineering Firm (F-693), made up of independent registered professional engineers and geologists that have provided petroleum consulting services to the oil and gas industry for over 50 years. This evaluation was supervised by W. Todd Brooker, President at Cawley, Gillespie & Associates, Inc. and a State of Texas Licensed Professional Engineer (License #83462). We do not own an interest in the properties or PEDEVCO Corp., dba Pacific Energy Development, and are not employed on a contingent basis. We have used all methods and procedures that we consider necessary under the circumstances to prepare this report. Our work-papers and related data utilized in the preparation of these estimates are available in our office.
 
Yours very truly,
 
CAWLEY, GILLESPIE & ASSOCIATES, INC.
                                                                         
Texas Registered Engineering Firm F-693
                                                                         
 

                                                                         

   
W. Todd Brooker, P. E.
President