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Re: Goldeneye1 post# 2157

Friday, 09/07/2012 6:40:46 PM

Friday, September 07, 2012 6:40:46 PM

Post# of 2489
Why does edgars say 2012 or am I reading it wrong?
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 7.01 Regulation FD Disclosure



Item 1.01 and item 2.03 Disclosures



On August 28, 2012, Rock Energy Resources, Inc. (the “Company”) and Maximilian Investors LLC (“Maximilian”) signed an Amendment to their Loan and Security Agreement (the “Amendment”), modifying certain material terms of the Loan and Security Agreement, dated and entered into by the parties on December 14, 2011, and providing a loan facility to the Company up to $25,000,000 (collectively with the Amendment, the “Loan Agreement”). A summary of the material modifications introduced by the Amendment are as follows:



- The Company confirmed that the outstanding principal balance of the loan at July 31, 2012, was $4,200,000;



- The “Maturity Date” of the loan was extended to September 1, 2013;




- An “Amendment Advance” of $1,826,896 was approved, of which $175,000 was previously advanced as a good-faith advance, with the $1,651,896 balance dispersed, (i) $550,000 as an “Initial Advance” on or shortly following the Amendment date; (ii) a first advance of $550,000 will be dispersed no sooner that 30 days following the Initial Advance, and; (iii) a second advance of $550,000 will be dispersed no sooner than 60 days following the Initial Advance, provided that the Company is not in default under the terms of the Loan Agreement; that the Issuer has achieved no less than $100,000 in revenues before the first advance and $200,000 in revenues before the second advance;



- Maximilian waived any existing defaults under the Loan Agreement;



- Maximilian’s net profit’s bonus was increased from 3% to 5%, and;



- The Company’s “put” obligation to repurchase the 18,865,520 restricted Company common shares issued to Maximilian in connection with the Loan Agreement for $0.20 per share was eliminated and the put obligation amount of $3,773,104 was added to the outstanding principal balance of the Company’s loan.


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