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CITADEL EXPLORATION, INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities

January 27, 2014

Item 3.02 Unregistered Sales of Equity Securities On January 22, 2014 , Citadel Exploration, Inc. (the "Company") issued stock pursuant to subscription agreements, under which the Company raised $505,000 in cash through the sale, in a private placement, of 918,183 shares of its common stock at a price of $0.55 per share. The Company received approximately $505,000 in gross proceeds from the private placement. Also on January 22, 2014 , the Company converted outstanding debt instruments, under which the Company was released from approximately $307,500 of principal and interest in exchange for the issuance of 918,183 shares of common stock. The debt conversion was made at a price of $0.55 per share. The debt had been incurred by the Company in September 2013 . Finally, on January 22, 2014 , the Company issued 205,085 shares of common stock to third party services providers for services rendered in a private placement. The shares of common stock issues to the service providers were issued at a value of $0.55 per share. Following this stock issuance Citadel Exploration, Inc. has 29,714,000 shares issued. No commissions were paid in connection with the private placements or the debt conversion. On January 24, 2014 Citadel commenced operations at Project Indian, with the drilling of the Indian #1-15 well. This well was drilled and cased with Citadel paying 100% of the costs. The well confirmed the Company's geologic interpretation of a heavy oil deposit. The company is now proceeding with completion and thermal recovery operations to determine the commercial viability of the project. The issuance of shares of the Company's common stock in the private placement and debt conversion was made in reliance on the private offering exemption of Section 4(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provisions of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from each of the investors in the private placement with respect to their status as accredited investors, (iv) the provision of the type of disclosure that registration would provide, and (v) the placement of restrictive legends on the certificates reflecting the shares of common stock. 2 --------------------------------------------------------------------------------


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Source: Edgar Glimpses


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