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Cross Border Resources is an oil and gas exploitation and production company
headquartered in San Antonio, Texas with an operations office in Midland, Texas.
Company Headquarters:
Cross Border Resources
2515 McKinney Avenue
Suite 900
Dallas, Texas 75201
(214) 871.0400 Office
(214) Company Headquarters:
| Shares Outstanding: | 16,151,946 |
| Float: | |
| % Held by Insiders: |
as of August 08, 2011
as of 4 March, 2011 % based on shares issued at the time
Richard LaRouche* 587,752 (4.7%)
Paul Kirkitelos 234,304 (1.9%) down from 260,501 (2.1%)
Red Mountain Resources 14,327,699 As of August 18, 2013 (89.4%)
* insiders
http://www.xbres.com/documents/CBR-Corporate-Presentation.pdf
Cross Border Resources currently has over 25 wells that are anticipated to be drilled and completed within 2011 (this figure does not reflect any anticipated M&A activity and may be subject to upward revision by management). Of the 25 wells in which Cross Border Resources anticipates participating in 2011, 12 are 2nd Bone Spring horizontals representing 38% of the Company's projected 2011 capex and 9 are Abo horizontals representing 42% of the Company's projected 2011 capex. In 2010, the Pure Energy Group participated in the drilling and completion of multiple wells. These wells are broken out by county below:
| Eddy County, New Mexico | ||||
| Well Name | Formation | Operator | Working Interest | IP (30 day Average) |
| Grave Digger #1H | Yeso | Concho Resources | 5.64% | 172 BOPD * |
| Grave Digger #2H | Yeso | Concho Resources | 5.64% | 161 BOPD, 74 MCFD** |
| Parkway 11 St. Com #1H | 2nd Bone Spring | Cimarex | 21.88% | 273 BOPD, 584 MCFD |
| Parkway 11 St. Com #2H | 2nd Bone Spring | Cimarex | 21.88% | Currently Completing |
| *Grave Digger #1H paid out investment in 4 months averaging over 370 BOPD | ||||
| **Grave Digger #2H average production is for the first 15 days; then shut-in by gas gatherer DCP for Artesia plant maintenance and expansion | ||||
There are 5 additional 2nd Bone Spring Horizontal wells that have been permitted thus far with expectations of 4 to be drilled in 2011 by both Cimarex and Mewbourne
| Lea County, New Mexico | ||||
| Well Name | Formation | Operator | Working Interest | IP (30 day average) |
| KSI 22 Fed #1H | 2nd Bone Spring | Devon | 3.00% | Approved AFE/Anticipate Q1 |
| 2011 spud date | ||||
There is one additional 1st Bone Spring /Delaware well that has been permitted thus far with expectations to be drilled in 2011.
| Chaves County, New Mexico | ||||
| Well Name | Formation | Operator | Working Interest | IP (30 day average) |
| Full Moon 29 #1 | San Andres | Read and Stevens | 4.69% | Currently Completing |
| Leo 3 Fed Com. #1H | Abo | Concho Resources | 6.25% | Approved AFE/Anticipate Q1 |
| 2011 spud date | ||||
Cross Border Resources, Inc. is an oil and gas exploration company resulting from the business combination of Doral Energy Corp. and the Pure Energy Group, effective January 4, 2011. Cross Border Resources owns rights to over 800,000 gross (270,000 net) mineral and lease acres within the state of New Mexico. Over 26,000 of these net acres exist within the prolific Permian Basin. Unlike most E&P organizations, 99% of the Company's acreage consists of either owned mineral rights or leases held by production. Current net production to the Company is approximately 300 BOEPD.
Current development of Cross Border Resources' acreage is focused on their prospective Bone Spring acreage located in the heart of the 1st and 2nd Bone Spring play. This play encompasses approximately 4,390 square miles across both New Mexico and Texas. Cross Border Resources currently owns varying, non-operated working interest in both Eddy and Lea Counties, New Mexico, along with their working interest partners that include Cimarex, Apache, and Mewbourne, who all having significant footprints within this play.
Additional development is currently underway on the well established Abo, Yeso, and San Andres plays within the Company's acreage with the Company's other working interest partners, Concho Resources and Cimarex. Cross Border Resources currently has a robust drilling inventory across these formations with varying non-operated working interests ranging from 3%-90%.
28-Apr-2015
Entry into a Material Definitive Agreement, Completion of Acquisitio
Purchase and Sale Agreement
On April 21, 2015, Cross Border Resources, Inc. ("Cross Border") entered into a purchase and sale agreement (the "PSA") with RMR Operating, LLC ("RMR Operating"), Black Rock Capital, Inc. ("Black Rock"), RMR KS Holdings, LLC ("RMR KS") and Black Shale Minerals, LLC ("Buyer"). Each of Cross Border, RMR Operating, Black Rock and RMR KS is an operating subsidiary (together, the "Operating Subsidiaries") of Red Mountain Resources, Inc. ("RMR," and together with the Operating Subsidiaries, the "Companies").
Pursuant to the PSA the Operating Subsidiaries sold, assigned, transferred and conveyed to Buyer, effective as of April 1, 2015, fifty percent (50%) of their right, title, and interest in and to certain oil and natural gas assets and properties (the "Assets"), including their oil and natural gas leasehold interests, wells, contracts, and oil and natural gas produced after April 1, 2015 (the "Sale"). The aggregate purchase price for the Assets under the PSA was $25.0 million, subject to certain adjustments, including post-closing adjustments for any title or environmental benefits or title or environmental defects resulting from Buyer's title and environmental reviews.
The PSA contains customary representations, warranties and covenants. Pursuant to the PSA, the Operating Subsidiaries and Buyer have agreed to indemnify each other, their respective affiliates and their respective employees, officers, directors, managers, shareholders, members, partners, or representatives from and against all losses that such indemnified parties incur arising from any breach of representations, warranties or covenants in the PSA and certain other matters.
The Companies intend to use the cash consideration from the Sale to repay a portion of the outstanding balance on the Credit Agreement (as defined below), pay accounts receivable and for working capital.
Third Amendment and Waiver to the Credit Agreement
On March 11, 2015, Cross Border entered into an amendment and waiver (the "Third Amendment") to the Senior First Lien Secured Credit Agreement, dated February 5, 2013, as amended (the "Credit Agreement"), with RMR, Black Rock and RMR Operating (together with Cross Border, the "Borrowers") and Independent Bank ("Lender"). Pursuant to the Third Amendment, (i) the Lender waived any default or right to exercise any remedy as a result of the failure by the Borrowers to be in compliance with the requirements of Section 6.18 of the Credit Agreement with respect to the permitted ratio of consolidated current assets to consolidated current liabilities of Borrowers for the fiscal quarter ended September 30, 2014; and (ii) the borrowing base was decreased from $30 million to $27.8 million, effective as of March 1, 2015, and the commitment amount was decreased to $27.8 million, subject to monthly commitment reductions of $350,000 beginning March 1, 2015.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Fourth Amendment to the Credit Agreement
In conjunction with the PSA, on April 21, 2015, Cross Border entered into an amendment (the "Fourth Amendment") to the Credit Agreement, with the other Borrowers and the Lender. Pursuant to the Fourth Amendment, the borrowing base was decreased from $27.8 million to $12.4 million, effective as of April 21, 2015, and the commitment amount was decreased to $12.4 million. In addition, the monthly commitment reduction amount was set to $0 as of April 1, 2015.
The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Alan W. Barksdale - Chairman of the Board
Alan Barksdale was named Chairman of the Board for Cross Border Resources effective May 7, 2012. Mr. Barksdale been Red Mountain Resources’ President, Chief Executive Officer and a director since June 2011 and served as their Interim Acting Chief Financial Officer from June 2011 to August 2011. Mr. Barksdale has also served as President of Black Rock since its inception. Mr. Barksdale has also been the owner and president of the StoneStreet Group (“StoneStreet”) since 2008. Mr. Barksdale formed StoneStreet to provide advisory and management services and pursue merchant banking activities. At StoneStreet, Mr. Barksdale oversees the firm’s capital investments, manages its subsidiaries and serves as the senior advisor to StoneStreet’s clients. Through its wholly owned subsidiaries, StoneStreet owns and operates upstream and midstream oil and gas assets, a portfolio of real estate and various investments in oilfield service companies. From January 2007 to April 2010, Mr. Barksdale served as a Director in the Capital Markets Group of Crews & Associates, an investment banking firm, and served as senior banker for approximately 115 transactions. From August 2006 to October 2006, Mr. Barksdale served as an investment banker at Stephens Inc., an investment banking firm. From 2002 to August 2006, Alan W. Barksdale - Chairman of the Board
Alan Barksdale was named Chairman of the Board for Cross Border Resources effective May 7, 2012. Mr. Barksdale been Red Mountain Resources’ President, Chief Executive Officer and a director since June 2011 and served as their Interim Acting Chief Financial Officer from June 2011 to August 2011. Mr. Barksdale has also served as President of Black Rock since its inception. Mr. Barksdale has also been the owner and president of the StoneStreet Group (“StoneStreet”) since 2008. Mr. Barksdale formed StoneStreet to provide advisory and management services and pursue merchant banking activities. At StoneStreet, Mr. Barksdale oversees the firm’s capital investments, manages its subsidiaries and serves as the senior advisor to StoneStreet’s clients. Through its wholly owned subsidiaries, StoneStreet owns and operates upstream and midstream oil and gas assets, a portfolio of real estate and various investments in oilfield service companies. From January 2007 to April 2010, Mr. Barksdale served as a Director in the Capital Markets Group of Crews & Associates, an investment banking firm, and served as senior banker for approximately 115 transactions. From August 2006 to October 2006, Mr. Barksdale served as an investment banker at Stephens Inc., an investment banking firm. From 2002 to August 2006, Mr. Barksdale was an investment banker at Crews & Associates. Mr. Barksdale graduated from the University of Arkansas at Little Rock in 2001 where he received a Bachelor of Business Administration with an emphasis in Finance. He is Alan Barksdale was named Chairman of the Board for Cross Border Resources effective May 7, 2012. Mr. Barksdale been Red Mountain Resources’ President, Chief Executive Officer and a director since June 2011 and served as their Interim Acting Chief Financial Officer from June 2011 to August 2011. Mr. Barksdale has also served as President of Black Rock since its inception. Mr. Barksdale has also been the owner and president of the StoneStreet Group (“StoneStreet”) since 2008. Mr. Barksdale formed StoneStreet to provide advisory and management services and pursue merchant banking activities. At StoneStreet, Mr. Barksdale oversees the firm’s capital investments, manages its subsidiaries and serves as the senior advisor to StoneStreet’s clients. Through its wholly owned subsidiaries, StoneStreet owns and operates upstream and midstream oil and gas assets, a portfolio of real estate and various investments in oilfield service companies. From January 2007 to April 2010, Mr. Barksdale served as a Director in the Capital Markets Group of Crews & Associates, an investment banking firm, and served as senior banker for approximately 115 transactions. From August 2006 to October 2006, Mr. Barksdale served as an investment banker at Stephens Inc., an investment banking firm. From 2002 to August 2006, Mr. Barksdale was an investment banker at Crews & Associates. Mr. Barksdale graduated from the University of Arkansas at Little Rock in 2001 where he received a Bachelor of Business Administration with an emphasis in Finance. He is registered with FINRA, MSRB, PSA and various state securities departments throughout the US. Mr. Barksdale also holds Series 7 and Series 63 licenses.
with FINRA, MSRB, PSA and various state securities departments throughout the US. Mr. Barksdale also holds Series 7 and Series 63 licenses. Barksdale was an investment banker at Crews & Associates. Mr. Barksdale graduated from the University of Arkansas at Little Rock in 2001 where he received a Bachelor of Business Administration with an emphasis in Finance. He is registered with FINRA, MSRB, PSA and various state securities departments throughout the US. Mr. Barksdale also holds Series 7 and Series 63 licenses.
Earl Sebring – Interim President
Earl Sebring was appointed Interim President of Cross Border effective as of June 1, 2012. Mr. Sebring is an exploration geologist with 35 years of experience. Since August 2000, Mr. Sebring has been the owner and President of Sebring Exploration Texas, Inc., an independent exploration company. In 1982, Mr. Sebring became an exploration geologist for Wagner and Brown, eventually becoming Exploration Manager. As Exploration Manager, Mr. Sebring was responsible for handling all foreign and domestic exploration and production efforts. This included directing exploration efforts, staffing those efforts as required, and securing outside industry funding. Mr. Sebring began his career at City Service Oil Company in 1976 where his responsibilities included ascertaining petroleum commercial prospectivity in frontier basins around the world through the use of core, log, geochemical, and out crop data. Mr. Sebring has been involved in drilling, managing, consulting or investing in locations such as the Permian Basin, Gulf Coast, Oklahoma, Southern France, Southern United Kingdom, Argentina, Columbia, Kodiak Shelf of Alaska, Philippines, Southern Australia, Louisiana, New Mexico, Oklahoma and Athabasca Tar Sands. Mr. Sebring graduated from the University of Texas in 1976, where he received a Bachelor's Degree in Geology.
Kenneth Lamb - Chief Accounting Officer, Treasurer, Secretary
Mr. Kenneth S. Lamb was appointed as Chief Accounting Officer, Treasurer, Secretary of Cross Border Resources Inc., effective August 2, 2012. He has experience in corporate accounting, financial reporting, and corporate governance. From December 2008 until May 2011, he was employed by Transatlantic Petroleum, Ltd., an international oil and gas company engaged in the acquisition, exploration, development, and production of crude oil and natural gas, serving as its Director of Internal Audit from December 2008 to July 2010 and its Manager of Financial Reporting and Internal Controls from August 2010 to May 2011. Since leaving Transatlantic Petroleum, he has served as a consultant on accounting matters and special projects for a variety of companies, including Red Mountain Resources, Inc. From July 2007 until November 2008, Mr. Lamb was employed with the Brink’s Company, a company providing security-related services for banks, retailers and other commercial and governmental customers, as Internal Audit Supervisor where he managed financial audits in numerous different countries. Mr. Lamb began his career with PricewaterhouseCoopers in 2000 and worked for KPMG from 2005 to 2006. He received a B.B.A. in Accounting and a B.A. Kenneth Lamb - Chief Accounting Officer, Treasurer, Secretary
Mr. Kenneth S. Lamb was appointed as Chief Accounting Officer, Treasurer, Secretary of Cross Border Resources Inc., effective August 2, 2012. He has experience in corporate accounting, financial reporting, and corporate governance. From December 2008 until May 2011, he was employed by Transatlantic Petroleum, Ltd., an international oil and gas company engaged in the acquisition, exploration, development, and production of crude oil and natural gas, serving as its Director of Internal Audit from December 2008 to July 2010 and its Manager of Financial Reporting and Internal Controls from August 2010 to May 2011. Since leaving Transatlantic Petroleum, he has served as a consultant on accounting matters and special projects for a variety of companies, including Red Mountain Resources, Inc. From July 2007 until November 2008, Mr. Lamb was employed with the Brink’s Company, a company providing security-related services for banks, retailers and other commercial and governmental customers, as Internal Audit Supervisor where he managed financial audits in numerous different countries. Mr. Lamb began his career with PricewaterhouseCoopers in 2000 and worked for KPMG from 2005 to 2006. He received a B.B.A. in Accounting and a B.A. in History from Sam Houston State University and is a licensed Certified Public Accountant.
History from Sam Houston State University and is a licensed Certified Public Accountant.
Paul N. Vassilakos - Independent Director
Paul Vassilakos has been the assistant treasurer of Cullen Agricultural Holding Corp. (“CAH”) since October 2009. CAH is a development stage agricultural company which was formed in connection with the business combination between Triplecrown Acquisition Corp. and Cullen Agricultural Technologies, Inc. (“Cullen Agritech”) in October 2009. At CAH, Mr. Vassilakos is responsible for business development, maintenance of financial accounts and public company reporting. Prior to CAH’s formation, Mr. Vassilakos assisted Triplecrown Acquisition Corp. with the completion of its initial public offering and later the business combination with Cullen Agritech. In July 2007, Mr. Vassilakos founded Petrina Advisors, Inc. (“Petrina”), a privately held advisory firm formed to provide investment banking services for public and privately held companies, and has served as it’s president since it’s formation. Petrina’s clients have consisted of companies which collectively held over one billion dollars in trust, with the aim of completing reverse mergers with privately held companies. Mr. Vassilakos also founded and, since December 2006, serves as the vice president of, Petrina Properties Ltd., a privately held real estate holding company. In July 2007, Mr. Vassilakos was engaged as a consultant to assist Endeavor Acquisition Corp. with it’s business combination with American Apparel Inc., a California based retail apparel company, which was completed in December 2007. From February 2002 through June 2007, Mr. Vassilakos served as vice president of Elmsford Furniture Corp., a privately held furniture retailer in the New York area. From July 2000 through January 2002, Mr. Vassilakos was an Associate within the Greek Coverage Group of Citigroup’s UK Investment Banking Division. During this time, Mr. Vassilakos assisted with the execution of M&A transactions, securitizations, as well as debt and equity offerings for some of Greece’s largest publicly traded companies, including OTE and Antenna TV. From July 1998 through July 2000, Mr. Vassilakos was an Analyst within the Industrial Group of Salomon Smith Barney’s New York Investment Banking Division. During this time, Mr. Vassilakos assisted with the execution of M&A transactions, as well as debt and equity offerings for large US publicly traded industrial companies, including Alcoa, Inc. and Cyprus Amax. From February 1996 through June 1998, Mr. Vassilakos was a Registered Securities Representative at Paine Webber CSC – DJS Securities Ltd, during which time he provided securities brokerage services to private clients. Mr. Vassilakos received a BS in finance from the Leonard N. Stern Undergraduate School of Paul N. Vassilakos - Independent Director
Paul Vassilakos has been the assistant treasurer of Cullen Agricultural Holding Corp. (“CAH”) since October 2009. CAH is a development stage agricultural company which was formed in connection with the business combination between Triplecrown Acquisition Corp. and Cullen Agricultural Technologies, Inc. (“Cullen Agritech”) in October 2009. At CAH, Mr. Vassilakos is responsible for business development, maintenance of financial accounts and public company reporting. Prior to CAH’s formation, Mr. Vassilakos assisted Triplecrown Acquisition Corp. with the completion of its initial public offering and later the business combination with Cullen Agritech. In July 2007, Mr. Vassilakos founded Petrina Advisors, Inc. (“Petrina”), a privately held advisory firm formed to provide investment banking services for public and privately held companies, and has served as it’s president since it’s formation. Petrina’s clients have consisted of companies which collectively held over one billion dollars in trust, with the aim of completing reverse mergers with privately held companies. Mr. Vassilakos also founded and, since December 2006, serves as the vice president of, Petrina Properties Ltd., a privately held real estate holding company. In July 2007, Mr. Vassilakos was engaged as a consultant to assist Endeavor Acquisition Corp. with it’s business combination with American Apparel Inc., a California based retail apparel company, which was completed in December 2007. From February 2002 through June 2007, Mr. Vassilakos served as vice president of Elmsford Furniture Corp., a privately held furniture retailer in the New York area. From July 2000 through January 2002, Mr. Vassilakos was an Associate within the Greek Coverage Group of Citigroup’s UK Investment Banking Division. During this time, Mr. Vassilakos assisted with the execution of M&A transactions, securitizations, as well as debt and equity offerings for some of Greece’s largest publicly traded companies, including OTE and Antenna TV. From July 1998 through July 2000, Mr. Vassilakos was an Analyst within the Industrial Group of Salomon Smith Barney’s New York Investment Banking Division. During this time, Mr. Vassilakos assisted with the execution of M&A transactions, as well as debt and equity offerings for large US publicly traded industrial companies, including Alcoa, Inc. and Cyprus Amax. From February 1996 through June 1998, Mr. Vassilakos was a Registered Securities Representative at Paine Webber CSC – DJS Securities Ltd, during which time he provided securities brokerage services to private clients. Mr. Vassilakos received a BS in finance from the Leonard N. Stern Undergraduate School of Business in 1998 and was a licensed Registered Securities Representative (Series 7 and 63) from February 1996 through February 2002.
in 1998 and was a licensed Registered Securities Representative (Series 7 and 63) from February 1996 through February 2002.
Richard F. LaRoche Jr. - Independent Director
Mr. LaRoche served 27 years with National HealthCare Corporation ("NHC") as Secretary and General Counsel and 14 years as Senior Vice President, retiring from these positions in May 2002. He has served as a Board member since 2002. Mr. LaRoche serves as a director of Lodge Manufacturing Company and Pure (both privately held). He also served on the boards of National Health Investors, Inc. from 1991 through 2008, National Health Realty, Inc. from 1998 through 2007 and Trinsic, Inc. from 2004 through 2006. He serves on NHC's Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.
He has a law degree from Vanderbilt University (1970) and an A.B. degree from Dartmouth College (1967).
John W. Hawkins - Independent Director
Mr. Hawkins has over 30 years experience in management and accounting for NYSE listed companies. He served as interim CFO of Pure and Aztec Energy Partners, funds, an oil and gas investment partnership. He retired as VP-Treasurer of Dillard Department Stores after 28 years of service. As VP-Treasurer of Dillard's, he managed the treasury department, assisted with the annual audits, managed payroll department, tax department, accounts payable department, worker's compensation and general liability department, and the employee benefits department. He was one of the 401(k) and pension plan administrators. He was heavily involved in the acquisition of 16 companies totaling approximately $2.5 billion in revenue.
Mr. Hawkins received a BBA with a major in accounting from Midwestern University.
He has served on the board of directors of the Self Insurance Institute of America, Ronald McDonald House of Little Rock, Texas Self Insured Association and as chairman of the advisory board of Certergy Inc.
