EX-99.1
2
blackridge_8k-ex9901.htm
PRESS RELEASE
Exhibit 99.1
Black
Ridge Oil & Gas Announces Restructuring Agreement
MINNETONKA, Minn., March
30, 2016 - Black Ridge Oil & Gas, Inc. ("the Company" or "Black Ridge") (OTCQB: ANFC), today announces
a restructuring agreement with the Company's subordinated lender, Chambers Energy Management, LP and related entities ("Chambers").
Please reference the Company's Preliminary Form 14C and 2015 Form 10-K filed with the SEC on March 30, 2016 for additional
information regarding this transaction.
Per the terms
of the agreement, all of the oil and gas assets (including working capital and tangible and intangible assets) (the "Assets")
currently owned by the Company, together with the liabilities from the Assets and the liabilities from the Company's Senior
Revolving Credit Facility and Subordinated Credit Facility, will be contributed to Black Ridge Holding Company, LLC ("BRHC"),
a new entity controlled and majority-owned by Chambers. Black Ridge will have an initial ownership in BRHC of 5.0%, subject to
dilution from additional capital investments made by Chambers. Black Ridge will continue to manage the oil and gas assets of the
new entity in exchange for a management fee and further non-voting equity sharing if certain valuation hurdles are met. This transaction
is subject to approval from Cadence Bank, N.A. ("Cadence"), and completion of required filings with the Securities
and Exchange Commission. The transaction is expected to close in May of 2016 with an effective date of April 1, 2016. The Company
will exit this restructuring with no debt.
Management
Comment
"The restructuring
agreement with Chambers marks the conclusion of a very challenging period for Black Ridge and our shareholders", said Ken
DeCubellis, Chief Executive Officer. "Our total debt at year end was just over $60mm and our SEC PV10 asset value just over
$30mm, indicating a sizeable gap between total debt and asset value at recent oil prices. Upon closing of this transaction, Black
Ridge will emerge debt free with an equity ownership in BRHC. Our team will manage the assets on behalf of BRHC and work with our
capital providers, including Chambers and Merced Capital, to acquire distressed oil and gas assets. The restructuring transaction
provides a clean, clear path forward for us to focus on our asset management business, which we believe has the potential to produce
equity returns far in excess of those that could have been derived from our previous asset base in the current commodity price
environment".
Transaction
Highlights
·
Black Ridge Oil & Gas will remain
a public company, transitioning corporate strategy from that of a direct asset owner to that of an indirect asset owner and asset
manager, with no change to governance or shareholder base
·
Black Ridge Oil & Gas will be debt
free and receive a management fee, initially set at up to $2 million per year, for managing the assets in BRHC. This fee is expected
to cover our existing cash G&A
·
Black Ridge Oil & Gas shareholders
will initially own 5% equity in BRHC (subject to dilution by additional Chambers investments in BRHC) and participate in additional
non-voting equity upside via a profits interest
·
Chambers will convert their $32.8 Million
subordinated loan to 95% equity ownership in BRHC
·
The Cadence Senior Revolving Credit Facility
will be transferred to BRHC and a new borrowing base will be determined
·
Chambers has committed to fund BRHC with
up to $30 million of additional capital and an initial investment of at least $10 million, pending finalization of the new Cadence
borrowing base
·
Black Ridge Oil & Gas management will
continue to aggressively focus on acquisition of distressed assets with our capital providers including Chambers and Merced Capital
Cautionary
Statement as to Forward-Looking Statements
Certain statements
contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known
or disclosed herein that could cause actual results to differ materially from those expressed herein. These statements may include
projections and other "forward-looking statements" within the meaning of the federal securities laws. Any such projections
or statements reflect management's current views about future events and financial performance. No assurances can be given
that such events or performance will occur as projected and actual results may differ materially from those projected. Important
factors that could cause the actual results to differ materially from those projected include, without limitation, general economic
or industry conditions nationally and/or in the communities in which our Company conducts business, volatility in commodity prices
for crude oil and natural gas, environmental risks, legislation or regulatory requirements, conditions of the securities markets,
our ability to raise capital or have access to debt financing, changes in accounting principles, policies or guidelines, financial
or political instability, acts of war or terrorism, increases in operator costs, other economic, competitive, governmental, regulatory
and technical factors affecting our Company's operations, products, services and prices and other risks inherent in the Company's
businesses that are detailed in the Company's Securities and Exchange Commission ("SEC") filings. Readers are encouraged
to review these risks in the Company's SEC filings.
1
About the Company
Black Ridge Oil
& Gas is an oil and gas exploration and production company based in Minnetonka, Minnesota. Black Ridge's focus is exclusive
to the Williston Basin Bakken and Three Forks trend in North Dakota and Montana. For additional information,
visit the Company's website at www.blackridgeoil.com.
Make sure you
are first to receive timely information on Black Ridge Oil & Gas when it hits the newswire. Sign up for Black Ridge's email
news alert system today at http://ir.stockpr.com/blackridgeoil/email-alerts
Contact
Black Ridge Oil & Gas, Inc.
Ken DeCubellis, Chief Executive Officer
952-426-1241
www.blackridgeoil.com
2

EX - 99 . 1 2 blackridge _ 8k - ex9901 . htm PRESS RELEASE Exhibit 99 . 1 Black Ridge Oil & Gas Announces Restructuring Agreement MINNETONKA , Minn . , March 30 , 2016 - Black Ridge Oil & Gas , Inc . ( " the Company " or " Black Ridge " ) ( OTCQB : ANFC ) , today announces a restructuring agreement with the Company 's subordinated lender , Chambers Energy Management , LP and related entities ( " Chambers " ) . Please reference the Company 's Preliminary Form 14 C and 2015 Form 10-K filed with the SEC on March 30 , 2016 for additional information regarding this transaction . Per the terms of the agreement , all of the oil and gas assets ( including working capital and tangible and intangible assets ) ( the " Assets " ) currently owned by the Company , together with the liabilities from the Assets and the liabilities from the Company ' s Senior Revolving Credit Facility and Subordinated Credit Facility , will be contributed to Black Ridge Holding Company , LLC ( " BRHC " ) , a new entity controlled and majority - owned by Chambers . Black Ridge will have an initial ownership in BRHC of 5 . 0 % , subject to dilution from additional capital investments made by Chambers . Black Ridge will continue to manage the oil and gas assets of the new entity in exchange for a management fee and further non - voting equity sharing if certain valuation hurdles are met . This transaction is subject to approval from Cadence Bank , N . A . ( " Cadence " ) , and completion of required filings with the Securities and Exchange Commission . The transaction is expected to close in May of 2016 with an effective date of April 1 , 2016 . The Company will exit this restructuring with no debt . Management Comment " The restructuring agreement with Chambers marks the conclusion of a very challenging period for Black Ridge and our shareholders " , said Ken DeCubellis , Chief Executive Officer . " Our total debt at year end was just over $ 60 mm and our SEC PV10 asset value just over $ 30 mm , indicating a sizeable gap between total debt and asset value at recent oil prices . Upon closing of this transaction , Black Ridge will emerge debt free with an equity ownership in BRHC . Our team will manage the assets on behalf of BRHC and work with our capital providers , including Chambers and Merced Capital , to acquire distressed oil and gas assets . The restructuring transaction provides a clean , clear path forward for us to focus on our asset management business , which we believe has the potential to produce equity returns far in excess of those that could have been derived from our previous asset base in the current commodity price environment " . Transaction Highlights · Black Ridge Oil & Gas will remain a public company , transitioning corporate strategy from that of a direct asset owner to that of an indirect asset owner and asset manager , with no change to governance or shareholder base · Black Ridge Oil & Gas will be debt free and receive a management fee , initially set at up to $ 2 million per year , for managing the assets in BRHC . This fee is expected to cover our existing cash G & A · Black Ridge Oil & Gas shareholders will initially own 5 % equity in BRHC ( subject to dilution by additional Chambers investments in BRHC ) and participate in additional non - voting equity upside via a profits interest · Chambers will convert their $ 32.8 Million subordinated loan to 95 % equity ownership in BRHC · The Cadence Senior Revolving Credit Facility will be transferred to BRHC and a new borrowing base will be determined · Chambers has committed to fund BRHC with up to $ 30 million of additional capital and an initial investment of at least $ 10 million , pending finalization of the new Cadence borrowing base · Black Ridge Oil & Gas management will continue to aggressively focus on acquisition of distressed assets with our capital providers including Chambers and Merced Capital Cautionary Statement as to Forward - Looking Statements Certain statements contained herein , which are not historical , are forward - looking statements that are subject to risks and uncertainties not known or disclosed herein that could cause actual results to differ materially from those expressed herein . These statements may include projections and other " forward - looking statements " within the meaning of the federal securities laws . Any such projections or statements reflect management 's current views about future events and financial performance . No assurances can be given that such events or performance will occur as projected and actual results may differ materially from those projected . Important factors that could cause the actual results to differ materially from those projected include , without limitation , general economic or industry conditions nationally and / or in the communities in which our Company conducts business , volatility in commodity prices for crude oil and natural gas , environmental risks , legislation or regulatory requirements , conditions of the securities markets , our ability to raise capital or have access to debt financing , changes in accounting principles , policies or guidelines , financial or political instability , acts of war or terrorism , increases in operator costs , other economic , competitive , governmental , regulatory and technical factors affecting our Company 's operations , products , services and prices and other risks inherent in the Company 's businesses that are detailed in the Company 's Securities and Exchange Commission ( " SEC " ) filings . Readers are encouraged to review these risks in the Company 's SEC filings . 1 About the Company Black Ridge Oil & Gas is an oil and gas exploration and production company based in Minnetonka , Minnesota . Black Ridge 's focus is exclusive to the Williston Basin Bakken and Three Forks trend in North Dakota and Montana . For additional information , visit the Company 's website at www.blackridgeoil.com . Make sure you are first to receive timely information on Black Ridge Oil & Gas when it hits the newswire . Sign up for Black Ridge 's email news alert system today at http://ir.stockpr.com/blackridgeoil/email-alerts Contact Black Ridge Oil & Gas , Inc . Ken DeCubellis , Chief Executive Officer 952 - 426 - 1241 www.blackridgeoil.com 2