UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2014
| RED MOUNTAIN RESOURCES, INC. |
| (Exact name of registrant as specified in its charter) |
| Texas | 000-54444 | 27-1739487 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 2515 McKinney Avenue, Suite 900 | |
| Dallas, Texas | 75201 |
| (Address of principal executive offices) | (Zip Code) |
|
(Registrant’s telephone number, including area code): (214) 871-0400
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
10.0% Series A Cumulative Redeemable Preferred Stock Offering
On August 12, 2014, Red Mountain Resources, Inc. (the “Company”) issued a press release announcing that the Company plans to offer shares of its 10.0% Series A Cumulative Redeemable Preferred Stock in an underwritten public offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Operational Update
On August 12, 2014, the Company issued a press release announcing an operational update. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
| 99.1 | Red Mountain Resources, Inc. Press Release, dated August 12, 2014. |
| 99.2 | Red Mountain Resources, Inc. Press Release, dated August 12, 2014. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 12, 2014 | ||
| RED MOUNTAIN RESOURCES, INC. | |||
| By: | /s/ Alan W. Barksdale | ||
| Alan W. Barksdale | |||
| Chief Executive Officer | |||
| 3 |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 99.1 | Red Mountain Resources, Inc. Press Release, dated August 12, 2014. |
| 99.2 | Red Mountain Resources, Inc. Press Release, dated August 12, 2014. |
| 4 |
RED MOUNTAIN RESOURCES, INC. 8-K
Exhibit 99.1
Red Mountain Resources, Inc. Announces Public Offering of Preferred Stock
DALLAS, TX, August 12, 2014 – Red Mountain Resources, Inc. (OTCQB : RDMP.QB) (the “Company”) announced today that it plans to offer shares of its 10.0% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) in an underwritten public offering.
The public offering price and other terms of the Series A Preferred Stock are to be determined by negotiations between the Company and the underwriters. The Company also plans to grant the underwriters a 45-day option to purchase additional shares of Series A Preferred Stock on the same terms and conditions to cover over-allotments, if any. The Company has filed an application to list the Series A Preferred Stock on the NASDAQ Capital Market.
The Company intends to use the net proceeds from the offering to fund a portion of its fiscal 2015 development program.
The offering is being made pursuant to an effective shelf registration statement on Form S-3 previously filed with, and subsequently declared effective by, the Securities and Exchange Commission (the “SEC”). Northland Capital Market and Euro Capital Market are acting as co-book-running managers of the offering. ‘Northland Capital Markets’ is the trade name for certain capital market and investment banking services of Northland Securities, Inc., member FINRA/SIPC.
This offering is being made only by means of a prospectus supplement and accompanying base prospectus. Before you invest, you should read the applicable prospectus supplement and prospectus for more complete information about the Company and the offering. A preliminary prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC's website located at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to this offering may be obtained from either of the following:
Northland Capital Markets
Ted Warner
45 South 7th Street, Suite 200
Minneapolis, MN 55402
(612) 851-4906
twarner@northlandcapitalmarkets.com
Euro Pacific Capital
Jayson Schroeder
1201 Dove Street, Suite 200
Newport Beach, CA 92660
(949) 732-3543
jschroeder@europac.net
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Conference Call
The Company will discuss the offering via live webcast and teleconference at 4:15 p.m. Eastern Time on August 12, 2014. To access the presentation, please login to the webcast by http://www.investorcalendar.com/IC/CEPage.asp?ID=173090 and to access the teleconference, please dial 877-407-8035 domestically or 201-689-8035 for international callers at least five minutes prior to the 4:15 p.m. ET start time. No replay will be available.
About Red Mountain Resources, Inc.
Red Mountain Resources, Inc. is a Dallas-based growth-oriented energy company engaged in the acquisition, development and exploration of oil and natural gas properties in established basins with demonstrable prolific producing zones. Currently, the Company has established acreage positions and production in the Permian Basin of West Texas and Southeast New Mexico and the onshore Gulf Coast of Texas. Additionally, the Company has an established and growing acreage position in Kansas. For more information, please go to www.RedMountainResources.com.
Safe Harbor Statement
This press release contains forward-looking information, including information regarding the proposed offering. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended May 31, 2013, its Form 10-Q for the quarter ended March 31, 2014, and its other filings with the SEC. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.
RED MOUNTAIN RESOURCES, INC. 8-K
Exhibit 99.2
Red Mountain Resources, Inc. Announces Operational Update
DALLAS, TX, August 12, 2014 – Red Mountain Resources, Inc. (OTCQB : RDMP.QB) (the “Company”) announced the following operational update today.
Net production for the quarter ended June 30, 2014 was approximately 109.2 MBoe, which equates to approximately 1,200 Boe/d based on actual calendar days during the period.
Madera Prospect (Lea County, New Mexico)
The Company owns 2,545 gross (1,132 net) acres in the Madera Prospect. The Company has seven producing wells, one disposal well, and one well awaiting completion in this area. The Madera 25 Federal Com 2H well, which is awaiting completion, has been on hold pending resolution of a casing problem. The Company has resolved the casing issue, and it expects to complete the well with a 20 stage fracture stimulation in September 2014. The Company owns an approximately 30% working interest and 23% net revenue interest in this well. The well is a long-lateral length well, consisting of a total measured depth of approximately 16,000 feet, and targets the Brushy Canyon reservoir. In addition to the Madera 25 Federal Com 2H well, the Company has eight gross (3.4 net) additional Brushy Canyon drilling locations, which include six gross (2.9 net) long-lateral length well locations, each with a total measured depth of approximately 16,000 feet, and two gross (0.5 net) lateral wells, each with a total measured depth of approximately 14,000 feet.
The Company is currently evaluating the additional potential in the Bone Spring, Upper Wolfcamp, and Middle Wolfcamp zones in the Madera Prospect. The three objectives provide 36 potential gross drilling locations (15.1 net), which include 24 gross (12.1 net) long lateral wells and 12 gross (3.0 net) single section lateral wells.
Tom Tom Area (Chaves and Roosevelt Counties, New Mexico)
The Company owns 8,300 gross (6,200 net) acres in the Tom Tom Area. The Company has developed a workover program to reenter, add pay, and retreat existing wells in the area. There are 28 gross wells (21.6 net) that the Company has identified with additional behind pipe pay, and an additional 21 gross wells (17.3 net) on which it expects to perform new acid and fracture stimulations. The Company commenced this workover program in June 2014.
The first workover was on the Strange Federal 1 well in which the Company owns a 100% working interest and an approximately 75% net revenue interest. The Company added perforations and treated the well with acid. Its production increased by approximately 5 Bbl/d after the initial work. Subsequently, in August 2014, the Company fracture stimulated the well and is awaiting flow back results.
Kansas (Rush County, Kansas)
The Company leased 9,868 gross and net acres in Rush County, Kansas. The Company recently acquired and processed seismic data over this acreage. The primary targets in this area include the Arbuckle, Basal Penn, Reagan, and Lansing-Kansas City formations. The Company’s initial plans include a seven well drilling program. The first of these wells, the Besperat #1, was
spudded on August 1st and drilled to a depth of 3,850 feet. The well did not encounter commercial hydrocarbons and will be considered for conversion to a disposal well upon completion of the initial phase of the drilling program. The total dry hole cost was approximately $100,000. The Company moved the rig to the Koriel #1 drilling location where the Arbuckle formation is the primary target with additional potential in the Lansing-Kansas City formation and expects to spud the well in August 2014.
Turkey Track Prospect (Eddy County, New Mexico)
The Company owns a non-operated interest in the Turkey Track Prospect. The operator of this acreage, Mewbourne Oil Company, is actively drilling horizontal 1st and 2nd Bone Spring wells. The most recent completion, the Zircon 2 B1EH State 2H, is the first well targeting the 1st Bone Spring. The well was completed in July 2014 and achieved a maximum 24-hour production rate of 632 Boe/d (of which 87% was oil) and a 10-day average production rate of 549 Boe/d (of which 81% was oil). The Company owns an approximately 13% working interest and 9% net revenue interest in this well.
On July 20, 2014, the operator spudded the Bradley 31 B2DA Federal Com 1H well, which is currently being drilled. This well targets the 2nd Bone Spring. The Company owns an approximately 7% working interest and 5% net revenue interest in this well. Including this well, the Company has 11 gross locations (1.1 net) remaining targeting the 2nd Bone Spring and 12 gross locations (0.9 net) targeting the 1st Bone Spring.
Perla Verde Area (Lea County, New Mexico)
The Company owns non-operated interests in the Perla Verde Area. It recently approved drilling four gross wells (0.2 net). These wells, the Perla Verde 31 State Com 1H, 2H, 3H and 4H wells, will be operated by XTO Energy, Inc. The Company owns working interests ranging from 4.7% to 6.3% and net revenue interests ranging from 3.5% to 4.7% in these wells.
Red Lakes Area (Eddy County, New Mexico)
The Company owns a non-operated interest in the Red Lakes Area. In June 2014, LRE Operating completed two vertical wells targeting the Yeso formation, the Southern Union 30G State 3 well and the Horseshoe State 3 well. The Company owns an approximately 14% working interest and 12% net revenue interest in the Southern Union 30G State 3 well and an approximately 13% working interest and 9% net revenue interest in the Horseshoe State 3 well. Early production rates from the wells were 137 Boe/d (of which 88% was oil) and 140 Boe/d (of which 86% was oil), respectively.
The Company recently approved the drilling of four additional gross wells (0.9 net) in the Red Lakes Area. These wells, the T Rex 31 State 1, 2, 3, and 4 wells, will be operated by Apache Corp. The Company owns an approximately 22% working interest and 16% net revenue interest in each of these wells.
About Red Mountain Resources, Inc.
Red Mountain Resources, Inc. is a Dallas-based growth-oriented energy company engaged in the acquisition, development and exploration of oil and natural gas properties in established basins with demonstrable prolific producing zones. Currently, the Company has established acreage positions and production in the Permian Basin of West Texas and Southeast New Mexico and the onshore Gulf Coast of Texas. Additionally, the Company has an established and growing acreage position in Kansas. For more information, please go to www.RedMountainResources.com.
Safe Harbor Statement
This press release contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended May 31, 2013, its Form 10-Q for the quarter ended March 31, 2014, and its other filings with the SEC. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.