Cobas AM: Nueva Gestora de Francisco García Paramés

SELLING STOCKHOLDERS

This prospectus relates to 39,648,120 shares of our common stock, which were issued (i) upon conversion of 789,474 shares of the Company’s Series A Contingent Convertible Preferred Stock, par value $0.04 per share (the “Series A Preferred Stock”), which was issued in a private placement that closed on September 17, 2019, (ii) upon conversion of 1,102,838 shares of the Company’s Series B Contingent Convertible Preferred Stock, par value $0.04 per share (the “Series B Preferred Stock”), which was issued in a private placement that closed on November 1, 2019, (iii) in the Company’s private placement of 19,000,000 shares of common stock that closed on December 23, 2019; and (iv) in connection with the entry by the Company of a Joint Development Agreement, dated December 19, 2019, with Juneau Oil & Gas, LLC, pursuant to which the Company issued 1,725,000 shares of common stock to Juneau Oil & Gas, LLC. The 789,474 shares of Series A Preferred Stock and 1,102,838 shares of Series B Preferred Stock automatically converted to 7,894,740 and 11,028,380 shares of common stock, respectively, following the increase in the Company’s authorized shares of common stock from 100,000,000 shares to 200,000,000 shares on December 12, 2019.

The information contained in the table below in respect of the selling stockholders (including the number of shares of common stock beneficially owned and the number of shares of common stock offered) has been obtained from the selling stockholders and has not been independently verified by us. We may supplement this prospectus from time to time in the future to update or change this list of selling stockholders and the number of shares of common stock that may be offered and sold by them. The registration for resale of the shares of common stock does not necessarily mean that the selling stockholders will sell all or any of these shares. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares of common stock in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below.

The information set forth in the following table regarding the beneficial ownership after resale of the shares of common stock is based upon the assumption that the selling stockholders will sell all of the shares of common stock beneficially owned by them that are covered by this prospectus. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of common stock and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock beneficially owned by them. Except as described in the footnotes to the following table, none of the persons named in the table has held any position or office or had any other material relationship with us or our affiliates during the three years prior to the date of this prospectus. The inclusion of any shares of common stock in this table does not constitute an admission of beneficial ownership for the person named below.

As of January 14, 2020, there were 129,113,558 shares of our common stock issued and outstanding.