Richfield Oil & Gas Co (fka ROIL)

[Renee]

ROIL, merged with STTX. Finra deleted symbol:

http://otce.finra.org/DailyList

[kampman]

Hey Mav, after the merger goes through, I'm expecting a short term pull back. I have not been through mergers before. Just curious about mergers from your experience, do you expect one too or is it just a mixed bag with no ryme or reason. From trading the last few days it looks like some may be preparing for this. I ask this because I don't think you play these small swings and don't figure it would reveal your trading strategy. I can tell or think your a long term value investor. Full disclosure I don't play the day trading game either. Just wondering what the norm is if there is one.

Kampman

[maverick one]

Not a problem Kamp- best of luck investing!

Mav

[kampman]

Maverick, thanks for your response to my question. I would have understood had you ignored me. I made an assumption and was totally wrong about you and appreciate your sharing some of yours years of investing experience and lessons with us. The last time I talked with Mr. Hewitt he assured me that any further dilution to roil stock would be a game stopper in the merger with STTX but I do understand that something had to be done and a lot of things have changed since then.
I am in the process of trying to decide on buying more roil or sttx with funds available. My concerns that you stated about potential RS are causing me to lean to STTX. The discount on roil draws me in that direction to. I know no one really knows as you said it can be a crap shoot but long term I think we will do well with either. I talked with roil a few weeks ago about production and they say its going very well with a 300% increase with further increases coming shortly which was already out in a PR statement. Thanks again for your thoughts and look forward to any in the future.

kampman

[Drill Baby]

As someone who develops oil fields for a living, all you need is some good P 2/3 development wells. Things can change quickly.... I can give you many examples... I was an executive of a company that went from a negative valuation to $2billion in a few years.... We received funding and learned how to Frac horizontal shale wells getting great results.... You need a really strong technical team.

I actually don't own this stock, just curious.

[Top Penny]

Stratex Oil & Gas and Richfield Oil & Gas Enter Into Agreement and Plan of Merger



HOUSTON, TX and SALT LAKE CITY, UT -- (Marketwired) -- 05/07/14 -- Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) ("Stratex") and Richfield Oil & Gas Company ("Richfield") announced today that the two companies, together with Richfield Acquisition Corp. ("RAC"), a wholly-owned subsidiary of Stratex, have entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, subject to the satisfaction or waiver of certain conditions, RAC will merge with and into Richfield (the "Merger"), with Richfield becoming a wholly-owned subsidiary of Stratex.

Upon the consummation of the Merger, based on the number of shares of Richfield common stock outstanding on May 6, 2014, each outstanding share of Richfield common stock (other than shares held by those Richfield stockholders properly exercising dissenters' rights) would be converted into 1.009 shares of Stratex common stock. However, the number of shares of Stratex common stock that may actually be issued with respect to a share of Richfield common stock is subject to decrease based on the formula set forth in the Merger Agreement in the event additional shares of Richfield common stock are issued prior to the consummation of the Merger. Richfield's stockholders will receive cash in lieu of fractional shares of Stratex. Stratex will file an S-4 registration statement with the Securities and Exchange Commission ("SEC") to register all shares of common stock issuable to the Richfield shareholders upon consummation of the Merger. The Merger is subject to the approval of Richfield's shareholders.

Concurrently with the entry into the Merger Agreement, Stratex, Richfield, and certain of Richfield's subsidiaries entered into a Note and Security Agreement (the "Loan Agreement") providing for pre-merger advances of up to $3,000,000 by Stratex to Richfield and its subsidiaries. Up to $2,000,000 of this amount will be dedicated specifically to fast forwarding the pre-merger development of Richfield's high quality and scalable Kansas properties, under a mutually agreeable work program. The remaining $1,000,000 ($500,000 of which was advanced upon the entry into the Merger Agreement) will be used by Richfield for general corporate purposes approved by Stratex. The obligations of Richfield and its subsidiaries under the Loan Agreement are secured by security interests and mortgages in all of Richfield's assets. Upon entering into the Merger Agreement, Stratex also purchased from Richfield an undivided 3% of the 8/8ths working interest in the Liberty # 1 well located in Juab County, Utah, along with certain leases covering approximately 447 mineral acres for cash consideration of $500,000. By virtue of this purchase, Stratex was also granted a right of first refusal to acquire an undivided 3% of 8/8ths of Richfield's working interest in certain deep rights pertaining to the Utah Overthrust Project near Fountain Green, Utah.

In order to facilitate the consummation of the proposed Merger, the Board of Directors of Stratex and Richfield determined that it is in the best interests of both companies that Alan D. Gaines resign as Chairman of the Board of Directors of Richfield, and immediately commence serving as Chairman of the Board of Directors of Stratex. Mr. Gaines entered into a five year employment agreement with Stratex to serve in such capacity. Stephen Funk, Stratex' present Chief Executive Officer will continue to serve in that capacity post-merger. Douglas C. Hewitt, Sr., Richfield's present Chief Executive Officer, will continue to serve in that capacity and as Interim Chairman of the Board of Directors of Richfield to facilitate the Merger. Following the Merger, it is anticipated that Mr. Hewitt will become a consultant to Stratex with responsibility to oversee the Company's operations in Utah.

Managements of both Stratex and Richfield feel strongly that the combination of Richfield's properties and Stratex' current cash on hand and access to additional capital will create an outstanding opportunity to fully exploit and develop Richfield's significant, primarily oil producing asset base.

Richfield's Kansas properties are located within the prolific Central Kansas Uplift ("CKU"), an area noted for long life oilfields, excellent historical well control, relatively shallow target payzones, and superior wellbore economics. Richfield boasts a significant inventory of 95 low risk, low cost and high rate of return drilling, behind pipe, salt water disposal, offset and/or rework/recompletions in the Arbuckle formation (57 new drilling, 38 recompletions), as well as unbooked horizontal Mississipian locations. The Arbuckle, a vast water drive reservoir system, has produced more than 2.4 billion barrels of oil since the late 1920s. As leasehold ownership in this area has long been fragmented, excellent potential exists for bolt-on acquisitions and drilling opportunities. Therefore, Richfield's CKU mid-continent area, along with Stratex' south Texas properties will become the core operating regions for the post-merger company.

Perhaps the crown jewel of Richfield's asset base is the world class upside represented by Richfield's ownership of extensive Central Utah Overthrust acreage (totaling 33,270 gross, 12,530 net acres). Managements of both Stratex and Richfield believe there is the potential for the discovery of very significant reserves, associated with unbooked resource potential in the Navajo Sandstone, Mancos Shale, and deeper Mississipian formations (170 prospective drilling locations). Richfield owns an 89.5% working interest ("WI") in its HUOP Freedom Trend Prospect and a 56.6% WI in the Liberty Prospect. The HUOP Freedom Trend Prospect is on trend with two significant discoveries made by Occidental Petroleum Corp. and Wolverine Gas & Oil, announced in 2003 and 2008. In addition, Richfield owns a 3% WI in a 20,000 acre Area of Mutual Interest ("AMI") through its Independence Project, a high thermal maturity and organically rich Mancos Shale play (31 drilling locations), which Managements of both companies believe could shortly become a highly sought after shale play in the continental United States.

Richfield's year-end 2013 independent engineering report reported SEC PV10 for proved reserves totaling $28.9 million, of which $3.0 million (10.2%) was represented by proved developed producing reserves. Inclusion of probable ("2P") reserves increases SEC PV10 to $109.0 million. Proved reserves total 1.43 million barrels of oil equivalent, with oil representing 87% of the total. Inclusion of probables increases reserves to 4.0 million barrels of oil equivalent (70% oil). No reserves or value were attributed to Richfield's Utah potential, which Managements of both companies believe could be quite considerable.

[Top Penny]

ROIL - Alan D. Gaines...

Mr. Alan D. Gaines, BBA, MBA served as Senior Consultant and Advisor to the Chairman of Stratex Oil & Gas Holdings, Inc., and its Advisor to the Chairman since October 2013. Mr. Gaines served as Chairman and Chief Executive Officer at Growblox Sciences, Inc. Mr. Gaines served as the Chief Executive Officer of Signature Exploration and Production Corp. from May 2, 2011 to April 2012 and also served as its President until April 2012. Mr. Gaines served as Consultant of Hewitt Petroleum, Inc. Mr. Gaines served as Equity Analyst at GBI Capital Management Corp., Research Division. Mr. Gaines founded and served as Chief Executive Officer of Dune Energy Inc. from May 2001 to April 18, 2007. In May 2007, Mr. Gaines sourced, and Dune Energy completed, the acquisition of Goldking Energy Corporation, raising total proceeds of $540 million in conjunction with the acquisition. He served as the Chief Executive Officer of ABC Funding Inc. from April 2006 to September 2007. Mr. Gaines has approximately 30 years of experience as an energy investment banker, and has participated in the raising of debt and equity totaling in excess of $100 billion in his career. For five years, Mr. Gaines served as President and Chief Executive Officer of Proton Capital LLC, and as a Principal of AM Partners LLC. In 1983, Mr. Gaines founded Gaines, Berland Inc. Mr. Gaines served as President of Gaines, Berland from 1983 to 1998. He served as a Consultant at Richfield Oil & Gas Company. Mr. Gaines served as an Advisor to Financier Carl Icahn during such corporate takeovers as USX Corporation (Marathon Oil) and Texaco. Mr. Gaines has provided funding and/or advisory services to Parker & Parsley (now - NYSE listed Pioneer Natural Resources), Lomak Petroleum (now NYSE - listed Range Resources), Devon Energy (now NYSE - listed), and Comstock Resources. He has been Chairman of Stratex Oil & Gas Holdings, Inc. since May 7, 2014. Mr. Gaines served as Chairman of Richfield Oil & Gas Company since May 2013 until May 6, 2014 and also served as its Director. Mr. Gaines served as the Chairman of Eagleford Energy, Inc. until February 27, 2014. Mr. Gaines served as Chairman and Director of Dune Energy Inc. from May 2001 to April 15, 2011. He served as Chairman of Hydrocarb Energy Corporation (alternative name Strategic American Oil Corporation) from February 15, 2011 to April 1, 2011. He served as Chairman of Signature Exploration and Production Corp. from May 2, 2011 to April 2012 He served as Chairman of ABC Funding Inc. from April 2006 to May 2008. Mr. Gaines served as Vice Chairman of Baseline Oil & Gas Corp. (formerly, College Oak Investments Inc.), from April 2005 to July 18, 2008. He has been a Director of Cross Canyon Energy Corp. since April 2004. He served as a Director of Eagleford Energy Inc. from January 25, 2012 to February 27, 2014. He served as a Director of Signature Exploration and Production Corp. from May 2, 2011 to April 2012. He served as a Director of ABC Funding Inc. since April 2006. He served as a Director of Baseline Oil & Gas Corp. from April 2005 to August 2007. An acknowledged expert within the oil and gas space, over the years Mr. Gaines has been quoted by numerous oil and gas industry periodicals, as well as a multitude of magazines and newspapers on a global basis, such as The Wall Street Journal, Barron's, The New York Times, Forbes, Fortune, Business Week, Financial Times of London, The Houston Chronicle, Platt's, etc. Mr. Gaines holds a BBA in Finance from Baruch College, and an MBA (With Distinction) from Zarb School, Hofstra University School of Management.

[Top Penny]

ROIL - How is a company that has an accumulated deficit of $42,880,634 as of June 30, 2014 a good investment by any means. ROIL is on the verge of bankruptcy and has less than $100,000 cash with an accumulated deficit of $42,880,634 as of June 30, 2014. This will continue to fall in price.

-IMHO

[SeaOhToo]

I think it has more to do with the announcement of Doug Hewitts "retirement" package.

[maverick one]

Kampman- these lightly traded pennies can take all kinds of different paths with a wisp of the wind. When you see 2 companies merging it's a real crapshoot. I invested here like I stated before because not just because of Gaines but also the Thrust isn't on many majors radars in an area of the US that I think could have potential for a good play. Contrary the TX play is pretty well known. When I saw he was connected to these 2 separate companies I took notice and kept asking one question to myself...why these two? He was also connected to another company however I passed on that some time ago. Then I started conducting DD and took a gamble on both of them. I had a hunch there was a potential merger coming...I've been around and seen this happen with obscure small O and G's before. But I also have been wrong numerous times before...sometimes it doesn't occur. I know executives sometimes sit on many boards of different companies in the OTC and Pinks...it's pretty common especially in the mining and O & G sectors. Sometimes you see unusual volume and with up and down PPS leading up to a merge...and without Gaines divulging his plans yet as to if there is going to be a RS or not for either company or if there is one at all. It's hard to tell. The drop in PPS is noticeable however here and I'm not sure if someone is selling in advance because of this or what's going on. When I was doing DD I started looking very closely at the Thrust where ROIL operates at...and I know that it's been under explored by the majors compared to other regions of the US. These guys at ROIL have been around this area quite some time they are what I call old school "old timers" good ole boys...and I think Gaines wouldn't be desiring a merge for nothing. Time will tell possibly eventually. Good luck to you.

[Top Penny]

ROIL - The financial condition of this company is a nightmare. From the most recent 10-Q


The Company’s condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations causing negative working capital, in that current liabilities exceed current assets, and the Company has negative operating cash flows, which raise substantial doubt about the Company’s ability to continue as a going concern. The Company sustained a net loss for the six months ended June 30, 2014 of $4,876,043 and a net loss for the year ended December 31, 2013 of $6,799,584, and has an accumulated deficit of $42,880,634 as of June 30, 2014.

[Top Penny]

ROIL - CEO of ROIL steps down per the most recent 8-K...

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

On September 9, 2014, the Board of Directors (the “Board”) of Richfield Oil & Gas Company (“we” or the “Company”) accepted the resignation of Douglas C. Hewitt Sr. as a Director, Chairman of the Board of Directors, President and Chief Executive Officer of Richfield Oil & Gas Company. A copy of Mr. Hewitt’s Resignation Letter is filed as Exhibit 17.1 hereto, and incorporated by reference herein. Mr. Hewitt will continue to be a consultant to the Company for a period of three (3) years. On September 9, 2014, Mr. Hewitt and the Company entered into a Consulting Agreement for Mr. Hewitt to provide consulting serves for the Utah Operations. Below is a brief summary of the terms of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto, and incorporated by reference herein. The Consulting Agreement provides that the initial term is for a period of three (3) years, unless earlier terminated by the Company or Mr. Hewitt by reason of death, disability, for “cause”, for “good reason” or otherwise. The Consulting Agreement provides for the payment of a monthly fee of $25,000 plus expenses incurred for services requested by the Company. The Consulting Agreement also provides for monthly bonus payments based upon increases in payments for monthly production from the Utah operations, actually received by the Company. On September 9, 2014, the Board appointed Michael A Cederstrom the President and Chief Executive Officer of the Company. Mr. Cederstrom will also continue to serve as the General Counsel and Corporate Secretary of the Company, offices he has held since December 15, 2011. Mr. Cederstrom provided legal services to us as an independent contractor from March 2011 until December 15, 2011. Mr. Cederstrom served as General Counsel to Hewitt Petroleum, Inc., from May 2009 until March 2011. Mr. Cederstrom has over 32 years of experience as a corporate attorney representing businesses in various capacities, including SEC reporting and compliance. Mr. Cederstrom has represented oil and gas exploration and production companies for over 18 years in all areas, including leasing, environmental and regulatory compliance and securities matters. Mr. Cederstrom’s law practice specialized in business law, including initial organization of business entities, maintenance of the entity, employment matters and business tax matters. In 1997 Mr. Cederstrom organized and registered the shares of HEGCO Canada, Inc., on the CDNX, and served as its General Counsel and CFO from 1997 to 2002. Mr. Cederstrom has participated in the organization of a bank and registration of the bank's shares on the New York Stock Exchange, and has served on the Board of Directors of two banks and several other businesses. Mr. Cederstrom received a Bachelor of Science degree in Finance from the University of Utah and a Juris Doctorate degree from Southwestern University. While at Southwestern University, Mr. Cederstrom earned two Jurisprudence Awards for exceptional achievement in the study of Tax and Estate Planning. The Directors of the Company will leave the position of Chairman of the Board open until a search is completed for a new Director of the Company.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

-IMHO

[Top Penny]

ROIL - The company has less than $100,000 cash, there will be a considerable amount of dilution going forward which will kill the price per share. With no money the company will be forced to sell shares. I'll pick up a few shares here but at a much lower entry point, this will go lower.

-IMHO

[Top Penny]

ROIL - If you were very well informed on ROIL why wouldn't you share what you know with fellow shareholders, makes no sense to me. Unless you have inside information which is illegal, why wouldn't you divulge what you know, especially if you are long the stock.

-IMHO

[Drill Baby]

Why do you think it will move lower?

How are you determining the value?

[Top Penny]

ROIL - I wouldn't touch this at current levels.

-IMHO

[Top Penny]

ROIL - Very much under the radar.

[Top Penny]

ROIL - Wouldn't be surprised to see this at .05 in short order.

-IMHO

[Top Penny]

ROIL - This looks interesting, however it looks as though its headed lower.

-IMHO

[kampman]

Hey Maverick. I was wondering what your thoughts were on the price drop. In the last few weeks Roil has increased production 300% with STTX money and further increases are underway. The stepping aside of Mr. Hewitt is just part of the merger that we know about and it was expected. Do you think the pps drop is just confused investors not up on current company happenings and the pps will rebound quickly? I know you own very large positions in both and have been through many mergers before. I do respect your opinions and appreciate your thoughts.

[SeaOhToo]

Interesting read

http://www.piol.com/journal.pdf

[futrcash]

That's what I was counting on-

futr

[maverick one]

Volume is up and pps is close to STTX's for day...

[kampman]

Maverick there is several things I could say if I wanted to argue with you or pick at you. That was not my intention. I don't want you to do my DD either. I really was just starting a conversation with you mainly because no one else was active on this board. It just went in the wrong direction. I am not waisting anymore of my or your time with this. I wish you the best and hope you make a bunch of money with roil.

[maverick one]

Your an interesting person- you appear to snipe at successful people and vainly attempt to bring me down to your sarcastic pompous attitudes.

Once again your wrong- I don't just simply follow people around. I have many years invested into O & G, timber and mining...in companies stock and in all 3 sectors directly.

Matter of fact I hope the PPS keeps going down-so I can keep acquiring right before I become an insider...and stop. Like I always do without ever having to file any SEC docs disclosing my ID and share counts. That's what I do and quite successful with that strategy actually..lets just say it works for me and my accounts look pretty green along with my beach front waterfront house out here in Cali.

Nice try amigo...your not going to be able to get me to talk about anything I know- no matter what you say. Because if I am moving the markets up and down- I'd never be so stupid to divulge that or what I do know or suspect.

If you want to really learn how to win in these types of companies you need to do that hard work that no one does...like visiting locations talking to people checking things out personally. Looking up well logs, geo data, talking to engineers and locals in the patches. I make people my eyes and ears and I do pretty damn well at it...long before the Street figures it out. But if your DD consists of sitting on your butt at your computer looking at your google search results without going out firsthand and flying around the country putting in the real DD- then your just trolling message boards looking for people like me to tell you all about it. Not going to happen. Why would I?

Good luck to you though.

[kampman]

No just going by your on words of when you said you had huge positions and was deep in both stocks.(sttx, roil) It's not to hard to look at a chart and see pretty close to what you had to pay for it. Considering we are at all time lows it not real hard to figure out. You was the one that told your business. You also told your DD program too. Just follow Mr. Gaines around from company to company hanging on his shirt tails. That's not too hard neither. Lol If it makes you feel better I'm down a few cents too. I was lucky and saw it late after the drop accrued. Lighten up and try too enjoy it Mav.

[maverick one]

Underwater? You must be talking about yourself-freudian slip possibly-could be the source of your angst. Surely you do not think that anyone reading this garbage would ever know what someones accounts numbers, positions or funds available would be. Unless you have some alien space technology that the world isn't aware of let us all know. Then your out here in Cali somehow in my house and in my computer knowing my data- I think your flailing and failing at your synopsis-might want to mind your own business and do your own DD.

[kampman]

Mav, your the one that came on this board trying to impress everyone with your free detailed DD for everyone on the board without anyone asking. So I guess you have had a change of heart since getting way underwater on your position. Your being so touchy is telling. As I said before, you blowhards that talk a big game humor me and you all normally welcome a open Question like the one I posed as a way to pet your little egos. As for my position and my DD you have no ideal the size of my position and my knowledge on the company because I didn't come on this board trying to impress people the way you did. As for the treading on you, if you can't handle someone asking you a simple question for whatever reason maybe you should seek out a more protected space or board. I still don't understand what you talking to your neighbors has to do with this conversation and don't really care. You are the one that started out like the board advisor not me. I have made any investment decisions based on anything you said back then or in the future. Like I said your full of your self and you didn't let me down (HUMOR) however you did take a different path than I expected. Lol Good luck and I do hope your investment turns out good for you. That would mean I did very well too.

[maverick one]

Do your own DD :)

[kampman]

I hope your little birdie didn't get caught in the hurricane and killed or something or maybe he's a crooked birdie spreading lies. Lol

[maverick one]

The wind is stirring the tree branches high above and I can feel the ground moving under my boots. As I jam on my jimi hendrix along the watchtower.

[maverick one]

A little birdy flew down from a large tree-sat on my shoulder and chirped to me...it's all a big secret but it's a biggee.

[kampman]

Hey maverick, I have been trying to get an update on what's going on with roil and sttx. Want to know how they are doing individually and how the merger is going. Any information that you have or anyone else would be greatly appreciated. Are you still adding to your position? Thanks so much.

[maverick one]

Mr Gaines is in the house :)

[maverick one]

Better late than never- good to see ya amigo.

[futrcash]

Got me a starter-

futr

[maverick one]

I'm deep on both STTX and ROIL...

[PlatypusRx]

Word from the well site is that permeability in the zone they perforated is crazy high. We know from analyses made public last year that the formation they are in has very high hydrocarbon content with a pure Mississippian era signature. The early presence of condensate amid the filtrate confirms that they have hit the oil leg. These indicators point to a good, maybe even spectacular, well. Another positive sign: they have, at considerable expense, installed the equipment needed to handle high condensate flows. The well is reportedly in a clean-up phase, but Halliburton is on site this weekend doing procedures. It all looks very serious.

Let's say that they have a good well, as now seems possible. It will be the only producer for 80 miles. In fact, it is the only well on the western-most Paxton Thrust of the Central Utah Hingeline. The implications are huge.

USGS estimates that the carboniferous deposits in Nevada and western UT generated up to 3 trillion bbls, much of which would have migrated eastward. In the 1970s majors led the hunt, before going elephant-hunting overseas. Using old Standard Oil data, Wolverine found vestiges along the Gunnison Thrust in 2004 and 2008. It appears, however, that Richfield has found the fabled migration path. If so, all of the traps directly to the west, including Richfield's main Gunnison Thrust acreage around Fountain Green, are likely to be saturated with light, Mississippian era crude. This would be a game changer not just for a little company with a (perhaps temporarily) minuscule market cap, but for the UT energy sector.

[syscat]

From the most recent 10-K, looks like production is anticipated in 2015:



From recent developments, looks like they're on track, IMO. Planning on some serious accumulation through EOY! I think anything added at these levels is bargain basement!

[syscat]

Looks like others share my confidence! Nice buys today. Given the current developments, I really this one's flying under the radar. I see HUGE potential here.

[syscat]

Frac results look good from today's PR. Looking forward to the lab analysis report.

[syscat]

I'm not too worried about the pps. Looks like they're taking the right steps toward production so it'll advance soon enough I think. Hoping to add more soon.

[SeaOhToo]

New low .16

[syscat]

According to their FB page, looks like they did the first frac on the 18th. So I guess the drilling is complete. Hopefully we'll see another update soon.

https://www.facebook.com/pages/Richfield-Oil-Gas-Company/176925809026808?ref=profile

[SeaOhToo]

Still struggling to get it together....

[zoonall]

going up yeah!!

[syscat]

IMO, I don't think it's a bad stock. I've looked at the financials which actually aren't that bad, considering the current state of this company. I think there's some good potential and I'll be adding to my position.

[zoonall]

wwwwwoooohooooo!!!:)

[zoonall]

go roil yeeeaaahh!

[zoonall]

if this is such a bad stock, why the uptick?