PGRX / Prospect Global Resources Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Prospect Global Resources Inc.
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HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1477032
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Prospect Global Resources Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 7, 2018 SC 13G/A

PGRX / Prospect Global Resources Inc. / KCG AMERICAS LLC - SC 13G/A PGRX Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) Prospect Global Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74348X202 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 8, 2017 SC 13G

PGRX / Prospect Global Resources Inc. / KCG AMERICAS LLC - SC 13G PGRX Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Prospect Global Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74348X202 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

June 3, 2014 8-K/A

Other Events - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commis

May 30, 2014 8-K

Other Events

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): May 24, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commissi

May 21, 2014 EX-10.1

FIFTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

EX-10.1 2 a14-131741ex10d1.htm EX-10.1 Exhibit 10.1 FIFTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This FIFTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Fifteenth Amendment”) is made as of May 16, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), wi

May 21, 2014 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of May 16, 2014, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a N

May 21, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 a14-1317418k.htm 8-K 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): May 15, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction

May 21, 2014 EX-10.3

AMENDMENT NO. 1 TO SEVENTH EXTENSION AGREEMENT

Exhibit 10.3 AMENDMENT NO. 1 TO SEVENTH EXTENSION AGREEMENT AMENDMENT NO. 1, dated as of May 16, 2014 (this “Amendment”), to SEVENTH EXTENSION AGREEMENT, dated as of April 29, 2014 (as amended from time to time, the “Agreement”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”),

May 13, 2014 EX-10.1

AMENDMENT NO. 3

EX-10.1 2 a14-126431ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 This AMENDMENT NO. 3 (this “Amendment”) is made as of May 9, 2014, by and among Prospect Global Resources, Inc., a Nevada corporation (the “Prospect”), on the one hand, and Apollo Management VII, L.P., a Delaware limited partnership (the “Apollo Management”), and Apollo Commodities Management, L.P., a Delaware limited partnership

May 13, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction (Commission File Number) (IRS Employer of i

May 2, 2014 EX-10.6

ROYALTY AGREEMENT (Apache County Land & Ranch)

Exhibit 10.6 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Gerrit M. Steenblik POLSINELLI PC One East Washington Street, Suite 1200 Phoenix, AZ 85004 ROYALTY AGREEMENT (Apache County Land & Ranch) THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of April 29, 2014, is made by and between Apache County Land & Ranch, LLC, a Nevada limited liability company (the “Company”), and The Karlsson

May 2, 2014 EX-10.11

ROYALTY AGREEMENT AND OPTION (Apache County Land & Ranch)

Exhibit 10.11 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Debe Thomas Bryan Cave LLP 1700 Lincoln St., Suite 4100 Denver, CO 80203 ROYALTY AGREEMENT AND OPTION (Apache County Land & Ranch) THIS ROYALTY AGREEMENT AND OPTION (“Royalty Agreement”), dated as of April 29, 2014, is made by and between Apache County Land & Ranch, LLC, a Nevada limited liability company (the “Company”), and Grandhav

May 2, 2014 EX-10.8

THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT

Exhibit 10.8 THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT This THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT (this “Amendment”) is made as of , 2014 by and among Prospect Global Resources, Inc., a Delaware corporation (“Prospect”), American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect

May 2, 2014 EX-10.5

ROYALTY AGREEMENT (American West Potash)

EX-10.5 7 a14-117141ex10d5.htm EX-10.5 Exhibit 10.5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Gerrit M. Steenblik POLSINELLI PC One East Washington Street, Suite 1200 Phoenix, AZ 85004 ROYALTY AGREEMENT (American West Potash) THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of April 29, 2014, is made by and between American West Potash, LLC, a Delaware limited liability company (the

May 2, 2014 EX-10.2

FOURTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

EX-10.2 4 a14-117141ex10d2.htm EX-10.2 Exhibit 10.2 FOURTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This FOURTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this Fourteenth Amendment”) is made as of April 29, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”)

May 2, 2014 EX-10.1

SEVENTH EXTENSION AGREEMENT

EX-10.1 3 a14-117141ex10d1.htm EX-10.1 Exhibit 10.1 SEVENTH EXTENSION AGREEMENT THIS SEVENTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 29th day of April, 2014 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc

May 2, 2014 EX-10.4

MUTUAL RELEASE OF CLAIMS

Exhibit 10.4 MUTUAL RELEASE OF CLAIMS This Mutual Release of Claims (this “Agreement”) is made and entered into as of , 2014, by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nev

May 2, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

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): May 1, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commissio

May 2, 2014 EX-10.10

ROYALTY AGREEMENT AND OPTION (American West Potash)

Exhibit 10.10 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Debe Thomas Bryan Cave LLP 1700 Lincoln St., Suite 4100 Denver, CO 80203 ROYALTY AGREEMENT AND OPTION (American West Potash) THIS ROYALTY AGREEMENT AND OPTION (“Royalty Agreement”), dated as of April 29, 2014, is made by and between American West Potash, LLC, a Delaware limited liability company (the “Company”), and Grandhaven Energy,

May 2, 2014 EX-10.3

AMENDMENT NO. 2 TO ADDITIONAL CONSIDERATION AGREEMENT

EX-10.3 5 a14-117141ex10d3.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 TO ADDITIONAL CONSIDERATION AGREEMENT This AMENDMENT NO. 2 TO ADDITIONAL CONSIDERATION AGREEMENT (this “Amendment”) is made as of April 29, 2014, by and among American West Potash LLC, a Delaware limited liability company (the “Company”), Apache County Land & Ranch, LLC, a Nevada limited liability company (“Apache”), and The Karls

May 2, 2014 EX-10.7

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.7 AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 3, dated , 2014 (this “Amendment”), to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012 (as amended from time to time, the “Agreement”), between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”). RECITALS WHEREAS, on May 30, 2012, Prospe

May 2, 2014 EX-10.9

WAIVER April 29, 2014

EX-10.9 11 a14-117141ex10d9.htm EX-10.9 Exhibit 10.9 WAIVER April 29, 2014 For good and valid consideration which is hereby acknowledged, Scott Reiman 1991 Trust hereby (i) waives the application of Sections 3(e)(i) and 3(e)(ii) of the Series A Common Stock Purchase Warrants (“Series A Warrants”) of Prospect Global Resources, Inc. (“Prospect’) held by it, to the extent applicable, to the issuance

May 2, 2014 EX-4.1

WARRANT TO PURCHASE COMMON STOCK of PROSPECT GLOBAL RESOURCES INC.

EX-4.1 2 a14-117141ex4d1.htm EX-4.1 Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRAT

May 1, 2014 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

EX-10.2 3 a14-115562ex10d2.htm EX-10.2 Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of April 25, 2014, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Paren

May 1, 2014 EX-10.1

THIRTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 THIRTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This THIRTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Thirteenth Amendment”) is made as of April 25, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts:

May 1, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a14-1155638k.htm 8-K 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): April 28, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdictio

May 1, 2014 EX-10.3

AMENDMENT NO. 2 TO SIXTH EXTENSION AGREEMENT

Exhibit 10.3 AMENDMENT NO. 2 TO SIXTH EXTENSION AGREEMENT AMENDMENT NO. 2, dated April 25, 2014 (this “Amendment”), to SIXTH EXTENSION AGREEMENT, dated as of April 3, 2014 (as amended from time to time, the “Agreement”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect

May 1, 2014 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): April 25, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 24, 2014 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of April 23, 2014, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a

April 24, 2014 EX-10.1

TWELFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 TWELFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This TWELFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Twelfth Amendment”) is made as of April 23, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS

April 24, 2014 8-K

Financial Statements and Exhibits, Other Events

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): April 23, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 24, 2014 EX-10.3

AMENDMENT NO. 1 TO SIXTH EXTENSION AGREEMENT

Exhibit 10.3 AMENDMENT NO. 1 TO SIXTH EXTENSION AGREEMENT AMENDMENT NO. 1, dated April 23, 2014 (this “Amendment”), to SIXTH EXTENSION AGREEMENT, dated as of April 3, 2014 (as amended from time to time, the “Agreement”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect

April 21, 2014 EX-10.1

AMENDMENT NO. 2

Exhibit 10.1 AMENDMENT NO. 2 This AMENDMENT NO. 2 (this “Amendment”) is made as of April 14, 2014, by and among Prospect Global Resources, Inc., a Nevada corporation (the “Prospect”), on the one hand, and Apollo Management VII, L.P., a Delaware limited partnership (the “Apollo Management”), and Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I (“Apollo Co

April 21, 2014 8-K

Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File Numbe

April 10, 2014 EX-10.1

PROSPECT GLOBAL RESOURCES INC. SERIES A WARRANT EXCHANGE OFFER April 10, 2014

Exhibit 10.1 PROSPECT GLOBAL RESOURCES INC. SERIES A WARRANT EXCHANGE OFFER April 10, 2014 Prospect Global Inc., a Nevada corporation (the “Company”), is offering to exchange (the “Exchange”), upon and subject to the terms and conditions set forth in the attached Series A Warrant Exercise Agreement (the “Agreement”), all of its outstanding Series A Common Stock Purchase Warrants (the “Warrants”) f

April 10, 2014 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - 8-K

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): April 10, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 9, 2014 8-K

Other Events - 8-K

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): April 9, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commiss

April 8, 2014 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on April 8, 2014 No.

April 4, 2014 EX-10.2

ELEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.2 ELEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This ELEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Eleventh Amendment”) is made as of April 3, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITA

April 4, 2014 EX-10.6

MUTUAL RELEASE OF CLAIMS

Exhibit 10.6 MUTUAL RELEASE OF CLAIMS This Mutual Release of Claims (this “Agreement”) is made and entered into as of , 2014, by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nev

April 4, 2014 EX-99.1

PGRX REDUCES CASH AMOUNT NEEDED TO EXTINGUISH SENIOR DEBT

Exhibit 99.1 PGRX REDUCES CASH AMOUNT NEEDED TO EXTINGUISH SENIOR DEBT DENVER, CO, April 3, 2014 — Prospect Global Resources Inc. (NASDAQ: PGRX) (“Prospect Global” or the “Company”) is pleased to announce it has signed an agreement that reduces the cash amount needed to extinguish its senior secured debt from $25,000,000 to $15,000,000. Prospect Global has filed a registration statement with the S

April 4, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 3, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commiss

April 4, 2014 EX-10.3

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 2, dated April 3, 2014 (this “Amendment”), to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012 (as amended from time to time, the “Agreement”), between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”). RECITALS WHEREAS, on May 30, 2012,

April 4, 2014 EX-4.1

WARRANT TO PURCHASE COMMON STOCK of PROSPECT GLOBAL RESOURCES INC.

Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APP

April 4, 2014 EX-10.1

SIXTH EXTENSION AGREEMENT

Exhibit 10.1 SIXTH EXTENSION AGREEMENT THIS SIXTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 3rd day of April, 2014 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache C

April 4, 2014 EX-10.5

AMENDMENT NO. 2 TO ADDITIONAL CONSIDERATION AGREEMENT

Exhibit 10.5 AMENDMENT NO. 2 TO ADDITIONAL CONSIDERATION AGREEMENT This AMENDMENT NO. 2 TO ADDITIONAL CONSIDERATION AGREEMENT (this “Amendment”) is made as of , 2014, by and among American West Potash LLC, a Delaware limited liability company (the “Company”), Apache County Land & Ranch, LLC, a Nevada limited liability company (“Apache”), and The Karlsson Group, Inc., an Arizona corporation (“Karls

April 4, 2014 EX-10.8

ROYALTY AGREEMENT (Apache County Land & Ranch)

Exhibit 10.8 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Gerrit M. Steenblik POLSINELLI PC One East Washington Street, Suite 1200 Phoenix, AZ 85004 ROYALTY AGREEMENT (Apache County Land & Ranch) THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of , 2014, is made by and between Apache County Land & Ranch, LLC, a Nevada limited liability company (the “Company”), and The Karlsson Group, I

April 4, 2014 EX-10.4

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 3, dated , 2014 (this “Amendment”), to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012 (as amended from time to time, the “Agreement”), between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”). RECITALS WHEREAS, on May 30, 2012, Prospe

April 4, 2014 EX-10.7

ROYALTY AGREEMENT (American West Potash)

EX-10.7 9 a14-100061ex10d7.htm EX-10.7 Exhibit 10.7 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Gerrit M. Steenblik POLSINELLI PC One East Washington Street, Suite 1200 Phoenix, AZ 85004 ROYALTY AGREEMENT (American West Potash) THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of , 2014, is made by and between American West Potash, LLC, a Delaware limited liability company (the “Company

April 3, 2014 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): April 3, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commiss

April 3, 2014 EX-99.1

Trading in PGRX Common Stock To Move from NASDAQ to OTCQB Market

Exhibit 99.1 Trading in PGRX Common Stock To Move from NASDAQ to OTCQB Market DENVER, CO, April 3, 2014 — Prospect Global Resources Inc. (“Prospect Global” or the “Company”) has been advised that its common stock will be eligible for trading and quotation on the OTCQB market, under the symbol “PGRX,” effective at the open of the market on Monday, April 7th. The Company has been notified today by T

March 31, 2014 PRER14A

- PRER14A

PRER14A 1 a14-64541prer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

March 31, 2014 DEF 14A

- DEF 14A

DEF 14A 1 a14-64541def14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

March 31, 2014 10-K/A

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 3 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3559

March 25, 2014 PRER14A

- PRER14A

PRER14A 1 a14-64541prer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

March 24, 2014 S-1/A

- S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 FINANCIAL STATEMENTS Prospect Global Resources Inc.

March 18, 2014 PRER14A

- PRER14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confid

March 14, 2014 EX-4.1

AMENDMENT NO. 3 TO MAY 30, 2012 warrant

Exhibit 4.1 AMENDMENT NO. 3 TO MAY 30, 2012 warrant This AMENDMENT TO WARRANT (this “Amendment”) is made as of March 12, 2014, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts: RECITALS WHEREAS, on May 30, 2012, Prospect issued to Karlsson a warrant, as amended A

March 14, 2014 EX-10.2

TENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.2 TENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This TENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Tenth Amendment”) is made as of March 12, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS WHERE

March 14, 2014 EX-10.3

AMENDMENT NO. 1

Exhibit 10.3 AMENDMENT NO. 1 This AMENDMENT NO. 1 (this “Amendment”) is made as of March 12, 2014, by and among Prospect Global Resources, Inc., a Nevada corporation (the “Prospect”), on the one hand, and Apollo Management VII, L.P., a Delaware limited partnership (the “Apollo Management”), and Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I (“Apollo Co

March 14, 2014 EX-10.1

FIFTH EXTENSION AGREEMENT

Exhibit 10.1 FIFTH EXTENSION AGREEMENT THIS FIFTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 12th day of March, 2014 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache

March 14, 2014 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 12, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

March 14, 2014 EX-4.2

AMENDMENT NO. 2 TO June 26, 2013 warrant

Exhibit 4.2 AMENDMENT NO. 2 TO June 26, 2013 warrant This AMENDMENT TO WARRANT (this “Amendment”) is made as of March 12, 2014, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts: RECITALS WHEREAS, on June 26, 2013, Prospect issued to Karlsson a warrant to purchase

March 14, 2014 EX-4.3

WARRANT TO PURCHASE COMMON STOCK of PROSPECT GLOBAL RESOURCES INC.

Exhibit 4.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APP

March 11, 2014 8-K

Financial Statements and Exhibits, Other Events

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): March 7, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commiss

March 11, 2014 EX-10.1

NINTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 NINTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This NINTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Ninth Amendment”) is made as of March 7, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS WHEREA

March 11, 2014 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of March 7, 2014, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a

February 27, 2014 S-1

Registration Statement - S-1

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 FINANCIAL STATEMENTS Prospect Global Resources Inc.

February 25, 2014 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File

February 25, 2014 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on February 25, 2014 No.

February 20, 2014 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File Nu

February 20, 2014 PRE 14A

- PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confid

February 14, 2014 SC 13G/A

PGRX / Prospect Global Resources Inc. / TRAFELET BROKAW CAPITAL MANAGEMENT, L.P. - AMENDMENT NO.1 TO SCHEDULE 13G Passive Investment

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prospect Global Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74348X103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 14, 2014 424B3

PROSPECT GLOBAL RESOURCES INC. 747,298 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-180492 PROSPECTUS SUPPLEMENT PROSPECT GLOBAL RESOURCES INC. 747,298 Shares of Common Stock This prospectus supplement modifies, supersedes and supplements information contained in, and should be read in conjunction with the prospectus, dated August 8, 2013 related to the issuance by us of our common stock upon exercise of 747,298 Series A Warra

February 14, 2014 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

February 12, 2014 10-Q/A

Quarterly Report - 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

February 12, 2014 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): February 11, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Com

February 12, 2014 EX-10.1

PROSPECT GLOBAL RESOURCES INC. SERIES A WARRANT EXERCISE AGREEMENT (this “Agreement”) February 11, 2014

Exhibit 10.1 PROSPECT GLOBAL RESOURCES INC. SERIES A WARRANT EXERCISE AGREEMENT (this “Agreement”) February 11, 2014 Prospect Global Resources Inc. (the “Company”) and the undersigned holder (the “Holder”) of Series A Warrants issued in the Company’s June 26, 2013 public offering (the “Warrants”) hereby agree that the Holder will exercise all of its Warrants (the “Exercise”) at an Exercise Price (

February 12, 2014 10-K/A

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3559

February 12, 2014 10-Q/A

Quarterly Report - 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

February 6, 2014 8-K

Financial Statements and Exhibits, Other Events

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): January 31, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Comm

February 6, 2014 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of January 31, 2014, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC,

February 6, 2014 EX-10.1

EIGHTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 EIGHTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This EIGHTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Eighth Amendment”) is made as of January 31, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS

January 30, 2014 S-1/A

- S-1/A

S-1/A 1 a13-2255211s1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 30, 2014 No. 333-191918 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 1520 26-3024

January 16, 2014 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on January 16, 2014 No.

January 13, 2014 EX-10.1

CS = 17.0% x (PI/AP)

Exhibit 10.1 AGREEMENT This agreement (this “Agreement”) is entered into as of January 10, 2014, by and among Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), Apollo Management VII, L.P., a Delaware limited partnership (“Apollo Management”), and Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I (“Apollo Commodities” and together with Ap

January 13, 2014 EX-99.1

PGRX to Extinguish Senior Unsecured Debt Company continues to strengthen balance sheet

Exhibit 99.1 PGRX to Extinguish Senior Unsecured Debt Company continues to strengthen balance sheet DENVER—(BUSINESS WIRE)—January 13, 2014— Prospect Global Resources Inc. (NASDAQ: PGRX) (“Prospect Global” or the “Company”) is pleased to announce it has signed an agreement that enables it to extinguish its approximately $7.3 million of senior unsecured debt for approximately $1.3 million in common

January 13, 2014 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): January 10, 2014 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Comm

December 27, 2013 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on December 27, 2013 No.

December 16, 2013 EX-4.2

AMENDMENT NO. 1 TO JUNE 26, 2013 WARRANT

Exhibit 4.2 AMENDMENT NO. 1 TO JUNE 26, 2013 WARRANT This AMENDMENT TO WARRANT (this “Amendment”) is made as of December 10, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts: RECITALS WHEREAS, on June 26, 2013, Prospect issued to Karlsson a warrant to purch

December 16, 2013 EX-4.3

WARRANT TO PURCHASE COMMON STOCK of PROSPECT GLOBAL RESOURCES INC.

Exhibit 4.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APP

December 16, 2013 EX-10.7

ROYALTY AGREEMENT (American West Potash)

Exhibit 10.7 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Gerrit M. Steenblik POLSINELLI PC One East Washington Street, Suite 1200 Phoenix, AZ 85004 ROYALTY AGREEMENT (American West Potash) THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of , 2014, is made by and between American West Potash, LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Ar

December 16, 2013 EX-10.2

SEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.2 SEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This SEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Seventh Amendment”) is made as of December 10, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECIT

December 16, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): December 10, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction (Commission File Numbe

December 16, 2013 EX-10.1

FOURTH EXTENSION AGREEMENT

Exhibit 10.1 FOURTH EXTENSION AGREEMENT THIS FOURTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 10th day of December, 2013 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Ap

December 16, 2013 EX-10.5

THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT

Exhibit 10.5 THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT This THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT (this “Amendment”) is made as of , 2014 by and among Prospect Global Resources, Inc., a Delaware corporation (“Prospect”), American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect

December 16, 2013 EX-10.4

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

EX-10.4 8 a13-263132ex10d4.htm EX-10.4 Exhibit 10.4 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 2, dated , 2014 (this “Amendment”), to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012 (as amended from time to time, the “Agreement”), between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”). RE

December 16, 2013 EX-10.6

MUTUAL RELEASE OF CLAIMS

Exhibit 10.6 MUTUAL RELEASE OF CLAIMS This Mutual Release of Claims (this “Agreement”) is made and entered into as of , 2014, by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nev

December 16, 2013 EX-99.1

PGRX TO EXTINGUISH SENIOR DEBT Company believes rapid development and value creation facilitated thru restructuring

Exhibit 99.1 PGRX TO EXTINGUISH SENIOR DEBT Company believes rapid development and value creation facilitated thru restructuring DENVER, CO, December 16, 2013 — Prospect Global Resources Inc. (NASDAQ: PGRX) (“Prospect Global” or the “Company”) is pleased to announce it has signed an agreement that enables it to extinguish its senior secured debt for $25,000,000, or at approximately 17 cents on the

December 16, 2013 EX-4.1

AMENDMENT NO. 2 TO MAY 30, 2012 WARRANT

Exhibit 4.1 AMENDMENT NO. 2 TO MAY 30, 2012 WARRANT This AMENDMENT TO WARRANT (this “Amendment”) is made as of December 10, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts: RECITALS WHEREAS, on May 30, 2012, Prospect issued to Karlsson a warrant, as amende

December 16, 2013 EX-10.3

FOURTH AMENDMENT TO ESCROW AGREEMENT

Exhibit 10.3 FOURTH AMENDMENT TO ESCROW AGREEMENT This FOURTH AMENDMENT TO ESCROW AGREEMENT (this “Amendment”) is made as of December 10, 2013 by and among the Karlsson Group, Inc., an Arizona corporation (“Lender”), Prospect Global Resources, Inc., a Nevada corporation (“Obligor”), and JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (together with any successor in such

December 13, 2013 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - 8-K

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): December 10, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Com

December 3, 2013 EX-10.1

SIXTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 SIXTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This SIXTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Sixth Amendment”) is made as of December 3, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS WHE

December 3, 2013 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of December 3, 2013, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC,

December 3, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): December 3, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Comm

November 15, 2013 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of November 13, 2013, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC

November 15, 2013 EX-10.1

FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Fifth Amendment”) is made as of November 13, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS WH

November 15, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): November 14, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Com

November 13, 2013 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 7, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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): November 1, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Comm

November 7, 2013 EX-10.1

Amended and Restated Employment Agreement

EX-10.1 2 a13-237741ex10d1.htm EX-10.1 Exhibit 10.1 Amended and Restated Employment Agreement Employment Agreement (this “Agreement”) dated as of November 7, 2013 (the “Effective Date”) by and between Prospect Global Resources Inc. a Nevada corporation (the “Company”), and Gregory Dangler (the “Executive”). WHEREAS, the Company and the Executive are parties to an Employment Agreement, dated as of

November 7, 2013 EX-10.2

Second Amended and Restated Employment Agreement

Exhibit 10.2 Second Amended and Restated Employment Agreement Second Amended and Restated Employment Agreement (this “Agreement”) dated as of November 1, 2013 (the “Effective Date”) by and between Prospect Global Resources Inc. a Nevada corporation (the “Company”), and Wayne E. Rich (the “Executive”). WHEREAS, the Company and the Executive are parties to an Employment Agreement, dated as of Septem

October 25, 2013 S-1

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on October 25, 2013 No.

October 25, 2013 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - 8-K

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): October 23, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Comm

October 3, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Reiman Scott J. - SCHEDULE 13D/A Activist Investment

Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Scott J. Reiman 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and

October 3, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Very Hungry LLC - SCHEDULE 13D (AMENDMENT NO. 7) Activist Investment

Schedule 13D (Amendment No. 7) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Conway J. Schatz 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (N

October 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File N

September 26, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K

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): September 25, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Co

September 26, 2013 EX-99.1

PGRX Finance Update: Prospect Global Warrant Holders Exercise at $4.05—Raises $3.0 Million Capital to continue drilling and Definitive Feasibility Study efforts in Holbrook

Exhibit 99.1 PGRX Finance Update: Prospect Global Warrant Holders Exercise at $4.05—Raises $3.0 Million Capital to continue drilling and Definitive Feasibility Study efforts in Holbrook DENVER, CO, September 26, 2013 — DENVER—(BUSINESS WIRE)—Sept. 26, 2013— Prospect Global Resources Inc. (NASDAQ:PGRX) announced today that 737,000 of its outstanding Class B Warrant were exchanged for Class B-1 Warr

September 26, 2013 EX-4.1

SERIES B-1 UNIT PURCHASE WARRANT PROSPECT GLOBAL RESOURCES INC. Warrant Certificate No.: WB-1- Units: Issue Date: September 26, 2013

EX-4.1 2 a13-209602ex4d1.htm EX-4.1 Exhibit 4.1 SERIES B-1 UNIT PURCHASE WARRANT PROSPECT GLOBAL RESOURCES INC. Warrant Certificate No.: WB-1- Units: Issue Date: September 26, 2013 THIS SERIES B-1 UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

September 26, 2013 EX-10.1

EXCHANGE AGREEMENT

Exhibit 10.1 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of September 25, 2013, by and between Prospect Global Resources Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and the investor that is a signatory to this Agreement (the “Investor”). WHEREAS: A. Reference is made to (i) that certain Underwriting Agreement, dated as of June 21, 201

September 26, 2013 EX-10.2

[Signature Page Follows]

Exhibit 10.2 WAIVER This waiver (this “Waiver”) is made as of September 17, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I (“Apollo”), with respect to the following facts: RECITALS WHEREAS, Prospect and Apollo entered into that certain Promissory Note dated Mar

September 19, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): September 18, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Co

September 19, 2013 EX-99.1

Sichuan Chemical Issues $20 Million Strategic Investment Letter of Intent to Prospect Global Resources Sichuan looking to expand relationship with PGRX

Exhibit 99.1 Sichuan Chemical Issues $20 Million Strategic Investment Letter of Intent to Prospect Global Resources Sichuan looking to expand relationship with PGRX DENVER, CO, September 19, 2013 — Sichuan Chemical Industry Holding (Group) Co., Ltd. (“Sichuan”) has issued Prospect Global Resources Inc. (“Company” or “Prospect”) a Letter of Intent indicating interest in up to a $20 million strategi

September 19, 2013 EX-10.1

EX-10.1

Exhibit 10.1

September 16, 2013 EX-10.4

THIRD AMENDMENT TO ESCROW AGREEMENT

Exhibit 10.4 THIRD AMENDMENT TO ESCROW AGREEMENT This THIRD AMENDMENT TO ESCROW AGREEMENT (this “Amendment”) is made as of September 13, 2013 by and among the Karlsson Group, Inc., an Arizona corporation (“Lender”), Prospect Global Resources, Inc., a Nevada corporation (“Obligor”), and JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (together with any successor in such c

September 16, 2013 EX-10.3

FOURTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.3 FOURTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This FOURTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Fourth Amendment”) is made as of September 13, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITAL

September 16, 2013 EX-10.1

THIRD EXTENSION AGREEMENT

Exhibit 10.1 THIRD EXTENSION AGREEMENT THIS THIRD EXTENSION AGREEMENT (this “Agreement”), executed as of the 13th day of September, 2013 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apa

September 16, 2013 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a13-2076118k.htm 8-K 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): September 13, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdi

September 16, 2013 EX-10.2

AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.2 AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made as of September 13, 2013, by and among Prospect Global Resources, Inc., a Delaware corporation (“Prospect”), American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsso

September 10, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): September 9, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Com

September 10, 2013 EX-10.1

THIRD AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.1 THIRD AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This THIRD AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Third Amendment”) is made as of September 9, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts: RECITALS WH

September 10, 2013 EX-10.2

REAFFIRMATION OF LOAN DOCUMENTS

Exhibit 10.2 REAFFIRMATION OF LOAN DOCUMENTS THIS REAFFIRMATION OF LOAN DOCUMENTS (“Reaffirmation”), dated as of September 9, 2013, is executed in favor of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), by each of Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC

September 4, 2013 EX-99.1

PGRX Drilling Update: In-fill Drilling Program Meeting Targets

Exhibit 99.1 PGRX Drilling Update: In-fill Drilling Program Meeting Targets DENVER, CO, September 4, 2013 — Prospect Global Resources Inc. (NASDAQ: PGRX) (“Prospect Global” or the “Company”) is pleased to provide an update on its previously announced in-fill drilling program. As of the date of this announcement, the Company has successfully completed 7 drill holes, three of which were “step-outs”

September 4, 2013 EX-4.1

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

Exhibit 4.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 -

September 4, 2013 EX-10.2

PROSPECT GLOBAL RESOURCES INC. SECOND AMENDED AND RESTATED 2011 DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN Effective Date: August 30, 2013

Exhibit 10.2 PROSPECT GLOBAL RESOURCES INC. SECOND AMENDED AND RESTATED 2011 DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN Effective Date: August 30, 2013 Any statements regarding tax matters made herein, including any attachments, cannot be relied upon by any person to avoid tax penalties and are not intended to be used or referred to in any marketing or promotional materials. To the extent this

September 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File Numb

September 4, 2013 EX-10.1

PROSPECT GLOBAL RESOURCES INC. SECOND AMENDED AND RESTATED 2011 EMPLOYEE EQUITY INCENTIVE PLAN Effective Date: August 30, 2013

EX-10.1 3 a13-201231ex10d1.htm EX-10.1 Exhibit 10.1 PROSPECT GLOBAL RESOURCES INC. SECOND AMENDED AND RESTATED 2011 EMPLOYEE EQUITY INCENTIVE PLAN Effective Date: August 30, 2013 Any statements regarding tax matters made herein, including any attachments, cannot be relied upon by any person to avoid tax penalties and are not intended to be used or referred to in any marketing or promotional materi

August 9, 2013 424B3

PROSPECT GLOBAL RESOURCES INC. 128,519,670 Shares of Common Stock and Series A Warrants to Purchase 42,839,890 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-180492 PROSPECTUS PROSPECT GLOBAL RESOURCES INC. 128,519,670 Shares of Common Stock and Series A Warrants to Purchase 42,839,890 Shares of Common Stock We are offering to the holders of our Series A Warrants, 42,839,890 shares of our common stock, which we refer to as the Series A shares, and to the holders of our Series B War

August 1, 2013 CORRESP

-

July 31, 2013 Pamela Long United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 1, 2013 DEF 14A

- DEF 14A

DEF 14A 1 a13-159461def14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

July 29, 2013 CORRESP

-

Brownstein Hyatt Farber Schreck, LLP Jeffrey M. Knetsch Attorney at Law 303.223.1160 tel 303.223.0960 fax [email protected] July 29, 2013 Pamela Long United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Prospect Global Resources Inc. (the “Company”) Preliminary Proxy Statement on Schedule 14A Filed July 5, 2013 File No. 001-

July 29, 2013 PRER14A

- PRER14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confid

July 25, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Karlsson Group, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) 18 Ozone Avenue Venice, CA 90291 310-433-3999 Attn: Michael Stone (Name, Address and Telephone Number of Pers

July 11, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Very Hungry LLC - SCHEDULE 13D/A Activist Investment

SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Conway J. Schatz 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and

July 11, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Reiman Scott J. - SCHEDULE 13D/A Activist Investment

SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Scott J. Reiman 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and

July 10, 2013 EX-10.1

NOTE EXCHANGE AND SUBSCRIPTION AGREEMENT

Exhibit 10.1 NOTE EXCHANGE AND SUBSCRIPTION AGREEMENT THIS NOTE EXCHANGE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2013 by Prospect Global Resources Inc., a Nevada corporation (the “Company”) and Very Hungry, LLC (“Very Hungry”) and Scott Reiman 1991 Trust (together with Very Hungry, the “Noteholders”) the Company and each Noteholder are sometimes referr

July 10, 2013 EX-4.1

CERTIFICATE OF DESIGNATION OF SENIOR MANDATORILY CONVERTIBLE PREFERRED STOCK OF PROSPECT GLOBAL RESOURCES INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes

Exhibit 4.1 ANNEX A CERTIFICATE OF DESIGNATION OF SENIOR MANDATORILY CONVERTIBLE PREFERRED STOCK OF PROSPECT GLOBAL RESOURCES INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes Prospect Global Resources Inc., a Nevada corporation (the “Corporation”), certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Seco

July 10, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - 8-K

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): July 9, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commissi

July 10, 2013 EX-99.1

Prospect Global Schedules Investor and Analyst Day for July 22nd in New York Prospect to Release Pre-Feasibility Study Results

Exhibit 99.1 Prospect Global Schedules Investor and Analyst Day for July 22nd in New York Prospect to Release Pre-Feasibility Study Results DENVER, CO, July 8, 2013 — Prospect Global Resources, Inc. (NASDAQ: PGRX) announced today its Investor/Analyst luncheon will take place on July 22nd, 2013 in New York City. The Company will discuss and review its Pre-Feasibility Study results, which it plans t

July 5, 2013 PRE 14A

- PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confid

July 3, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Reiman Scott J. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Scott J. Reiman 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and Teleph

July 3, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Very Hungry LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Conway J. Schatz 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and Telep

July 1, 2013 POS AM

- S-1

Table of Contents As filed with the Securities and Exchange Commission on July 1, 2013 No.

June 28, 2013 8-K/A

Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2012 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (C

June 28, 2013 EX-10.1

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among PROSPECT GLOBAL RESOURCES INC., CERTAIN GUARANTORS NAMED HEREIN, THE PURCHASERS NAMED HEREIN 10% CONVERTIBLE SPRINGING SECOND-LIEN NOTES DUE 2020 Dated as of December 21, 2012

Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among PROSPECT GLOBAL RESOURCES INC., CERTAIN GUARANTORS NAMED HEREIN, and THE PURCHASERS NAMED HEREIN for $100,000,000 in 10% CONVERTIBLE SPRINGING SECOND-LIEN NOTES DUE 2020 Dated as of December 21, 2012 TABLE OF CONTENTS Page ARTICLE I AUTHORIZATION OF NOTES 2 ARTICLE II SALE AND PURCHASE OF SECURITIES 2 2.1 Sale and Purchas

June 27, 2013 EX-10.1

SECOND EXTENSION AGREEMENT

Exhibit 10.1 SECOND EXTENSION AGREEMENT THIS SECOND EXTENSION AGREEMENT (this “Agreement”), executed as of the 26th day of June, 2013 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache

June 27, 2013 EX-10.3

SECOND AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

Exhibit 10.3 SECOND AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This SECOND AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Second Amendment”) is made as of June 26, 2013, by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and The Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts. RECITALS WH

June 27, 2013 EX-10.4

WARRANT TO PURCHASE COMMON STOCK of PROSPECT GLOBAL RESOURCES INC.

Exhibit 10.4 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND AP

June 27, 2013 EX-10.5

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.5 EXECUTION COPY AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012, between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), is made as of June 26, 2013. RECITALS WHEREAS, on May 30, 2012, Prospect issued to K

June 27, 2013 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): June 26, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction (Commission File Number) (

June 27, 2013 EX-10.2

SECOND REAFFIRMATION AND RATIFICATION AGREEMENT as of June 26, 2013

Exhibit 10.2 SECOND REAFFIRMATION AND RATIFICATION AGREEMENT as of June 26, 2013 The Karlsson Group, Inc. 18 Ozone Avenue Venice, CA 90291 Ladies and Gentlemen: Reference is made to that certain letter (the “May 30th Letter”) dated May 30, 2012, from Prospect Global Resources, Inc., a Nevada corporation, Prospect Global Resources, Inc., a Delaware corporation, and American West Potash, LLC, a Dela

June 27, 2013 EX-10.7

AMENDMENT TO ESCROW AGREEMENT

Exhibit 10.7 EXECUTION COPY AMENDMENT TO ESCROW AGREEMENT This AMENDMENT TO ESCROW AGREEMENT (this “Amendment”) is made as of June 26, 2013, by and among The Karlsson Group, Inc., an Arizona corporation (“Lender”), Prospect Global Resources, Inc., a Nevada corporation (“Obligor”), and JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (together with any successor in such ca

June 27, 2013 EX-10.6

SECOND AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT

Exhibit 10.6 EXECUTION COPY SECOND AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT This SECOND AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT (this “Amendment”) is made as of June 26, 2013 by and among Prospect Global Resources, Inc., a Delaware corporation (“Prospect”), American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“

June 26, 2013 EX-99.1

Prospect Global Completes Senior Debt Amendment Pre-Feasibility Study on track for July Delivery

Exhibit 99.1 Prospect Global Completes Senior Debt Amendment Pre-Feasibility Study on track for July Delivery DENVER, CO, June 26, 2013 — /PRNewswire/ — Prospect Global Resources Inc. (NASDAQ: PGRX) announced today the amendment of its senior secured debt with the Karlsson Group. Key highlights include: · Removal of all interim financing milestones · Removal of interim principal payment of $30 mil

June 26, 2013 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): June 25, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commiss

June 26, 2013 EX-99.1

Prospect Global Announces Closing of $5 Million Equity Offering Financing Will Support Continued Development of Holbrook Basin Project

Exhibit 99.1 Prospect Global Announces Closing of $5 Million Equity Offering Financing Will Support Continued Development of Holbrook Basin Project DENVER, CO, June 26, 2013 - Prospect Global Resources Inc. (NASDAQ: PGRX) announced today that it has closed its previously announced underwritten public offering of 41,666,700 units at $0.12 per unit. The gross proceeds to the Company from the offerin

June 26, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a13-1467378k.htm 8-K 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): June 26, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction

June 25, 2013 8-K

Other Events - 8-K

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): June 24, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commiss

June 24, 2013 424B5

41,666,700 Units, Consisting of 41,666,700 Shares of Common Stock, Series A Warrants to Purchase 41,666,700 Shares of Common Stock and Series B Warrants to Purchase 41,666,700 Shares of Common Stock and 41,666,700 Series A Warrants

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

June 21, 2013 EX-4.1

SERIES A COMMON STOCK PURCHASE WARRANT PROSPECT GLOBAL RESOURCES INC.

EX-4.1 3 a13-154211ex4d1.htm EX-4.1 Exhibit 4.1 SERIES A COMMON STOCK PURCHASE WARRANT PROSPECT GLOBAL RESOURCES INC. Warrant Certificate No.: WA- Warrant Shares: Issue Date: June [·], 2013 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft

June 21, 2013 EX-99.2

Prospect Global Announces Pricing of $5 Million Equity Offering Financing Will Support Continued Development of Holbrook Basin Project

Exhibit 99.2 Prospect Global Announces Pricing of $5 Million Equity Offering Financing Will Support Continued Development of Holbrook Basin Project DENVER, CO, June 21, 2013 - Prospect Global Resources Inc. (NASDAQ: PGRX) announced today that it has priced an underwritten public offering of 41,666,700 units at $0.12 per unit. The gross proceeds to the Company from the offering are expected to be $

June 21, 2013 EX-1.1

Prospect Global Resources Inc. Consisting of: Common Stock ($0.001 par value per share) Warrants to purchase Common Stock Underwriting Agreement June 21, 2013

Exhibit 1.1 Execution Version Prospect Global Resources Inc. Units Consisting of: Common Stock ($0.001 par value per share) and Warrants to purchase Common Stock Underwriting Agreement June 21, 2013 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Prospect Global Resources Inc., a corporation organized under the laws of the State of Nevada (the “Compa

June 21, 2013 EX-99.1

Prospect Global Announces Equity Offering Financing Will Support Continued Development of Holbrook Basin Project

EX-99.1 6 a13-154211ex99d1.htm EX-99.1 Exhibit 99.1 Prospect Global Announces Equity Offering Financing Will Support Continued Development of Holbrook Basin Project DENVER, CO, June 20, 2013 - Prospect Global Resources Inc. (NASDAQ: PGRX) announced today that it intends to conduct an underwritten public offering of units, each consisting of one share of common stock, one series A warrant exercisab

June 21, 2013 EX-4.2

SERIES B UNIT PURCHASE WARRANT PROSPECT GLOBAL RESOURCES INC. Warrant Certificate No.: WB- Units: Issue Date: June [·], 2013

Exhibit 4.2 SERIES B UNIT PURCHASE WARRANT PROSPECT GLOBAL RESOURCES INC. Warrant Certificate No.: WB- Units: Issue Date: June [·], 2013 THIS SERIES B UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on

June 21, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

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): June 20, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commiss

June 20, 2013 424B5

Preliminary Prospectus, subject to completion, dated June 20, 2013

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

June 19, 2013 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events - 8-K

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): June 13, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction (Commission File Number) (

June 19, 2013 EX-99.1

Prospect Global Resources Announces the Release of a Pre-Feasibility Study in July Terminates Rights Offering Receives Senior Debt Extension

Exhibit 99.1 Prospect Global Resources Announces the Release of a Pre-Feasibility Study in July Terminates Rights Offering Receives Senior Debt Extension DENVER, CO, June 18, 2013 — Prospect Global Resources Inc. (NASDAQ: PGRX) (“Prospect Global” or the “Company”) is pleased to announce today that the Company’s ongoing engineering optimization work and analyses will result in the publication of a

June 13, 2013 EX-99.1

Prospect Global Resources Announces Extension of Rights Offering Prospect Global extends rights offering to Monday, June 17, 2013

Exhibit 99.1 Prospect Global Resources Announces Extension of Rights Offering Prospect Global extends rights offering to Monday, June 17, 2013 DENVER, CO, June 13, 2013 — Prospect Global Resources Inc. (NASDAQ: PGRX) announced today its decision to extend its previously announced rights offering to 5:00 p.m., New York City time, on Monday, June 17, 2013. Stockholders who have not exercised their r

June 13, 2013 8-K

Financial Statements and Exhibits, Other Events

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): June 13, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commiss

June 11, 2013 EX-99.1

Prospect Global Resources Announces Extension of Rights Offering Prospect Global extends rights offering to Wednesday, June 12, 2013

Exhibit 99.1 Prospect Global Resources Announces Extension of Rights Offering Prospect Global extends rights offering to Wednesday, June 12, 2013 DENVER, CO, June 11, 2013 — Prospect Global Resources Inc. (NASDAQ: PGRX) announced today its decision to extend its previously announced rights offering to 5:00 p.m., New York City time, on Wednesday, June 12, 2013. Stockholders who have not exercised t

June 11, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): June 11, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction of incorporation) (Commiss

June 7, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): June 7, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction (Commission File Number) (I

June 7, 2013 EX-99.1

Prospect Global Resources Announces Extension of Rights Offering Prospect Global extends rights offering to Monday, June 10, 2013

Exhibit 99.1 Prospect Global Resources Announces Extension of Rights Offering Prospect Global extends rights offering to Monday, June 10, 2013 DENVER, CO, June 7, 2013 — Prospect Global Resources Inc. (NASDAQ: PGRX) announced today its decision to extend its previously announced rights offering to 5:00 p.m., New York City time, on Monday, June 10, 2013. Stockholders who have not exercised their ri

June 6, 2013 EX-10.1

TERMINATION AND RELEASE AGREEMENT

Exhibit 10.1 [*Some information has been omitted from Exhibit B to this agreement in connection with a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission as part of the request for confidential treatment. The omitted information is indicated by a blank and marked with an asterisk.] TERMINATION AND RELEASE AGREEMENT THIS

June 6, 2013 8-K/A

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction (Commission File Number)

May 23, 2013 SC 13D/A

PGRX / Prospect Global Resources Inc. / Very Hungry LLC - SCHEDULE 13D/A Activist Investment

SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Conway J. Schatz 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and Telephone Num

May 23, 2013 SC 13D

PGRX / Prospect Global Resources Inc. / Reiman Scott J. - SCHEDULE 13D Activist Investment

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Prospect Global Resources Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 74348X103 (CUSIP Number) Scott J. Reiman 703 17th Street, Suite 800 Denver, CO 80202 (720) 571-1010 (Name, Address and Tel

May 22, 2013 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 22nd day of May , 2013 by and between Prospect Global Resources Inc., a Nevada corporation (the “Company”), and Very Hungry LLC (“Very Hungry”) and Scott Reiman 1991 Trust (together with Very Hungry, the “Investors” and each an “Investor”). 1. Certain Definitions. As used in this Agre

May 22, 2013 EX-99.5

FORM OF LETTER PROSPECT GLOBAL RESOURCES INC. Rights to Purchase Units Consisting of Shares of Common Stock and Warrants to Purchase Common Stock Offered Pursuant to Rights Distributed to Stockholders of Prospect Global Resources Inc.

Exhibit 99.5 FORM OF LETTER PROSPECT GLOBAL RESOURCES INC. Rights to Purchase Units Consisting of Shares of Common Stock and Warrants to Purchase Common Stock Offered Pursuant to Rights Distributed to Stockholders of Prospect Global Resources Inc. May 22, 2013 To Our Clients: Enclosed for your consideration is a prospectus supplement, dated May 22 2013, and accompanying prospectus (collectively, t

May 22, 2013 EX-99.7

PROSPECT GLOBAL RESOURCES INC. NOMINEE HOLDER CERTIFICATION

Exhibit 99.7 PROSPECT GLOBAL RESOURCES INC. NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of non-transferable rights (the “Rights”) to purchase “Units,” of which each “Unit” shall consist of one share of common stock, par value $0.001 per share (the “Common Stock”), of Prospect Global Resources Inc. (“Prospect “) and one-half wa

May 22, 2013 EX-4.2

WARRANT AGREEMENT PROSPECT GLOBAL RESOURCES INC. Corporate Stock Transfer, Inc., as Warrant Agent Dated as of June [ · ], 2013

Exhibit 4.2 WARRANT AGREEMENT PROSPECT GLOBAL RESOURCES INC. and Corporate Stock Transfer, Inc., as Warrant Agent Dated as of June [ · ], 2013 TABLE OF CONTENTS Page Parties Recitals ARTICLE I ISSUANCE, EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES Section 1.1 Issuance of Warrant Certificates SA-1 Section 1.2 Form of Warrant Certificate SA-1 Section 1.3 Execution and Authentication of Warra

May 22, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 a13-1285348k.htm 8-K 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): May 22, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 001-35590 26-3024783 (State or other jurisdiction

May 22, 2013 EX-4.1

PROSPECT GLOBAL RESOURCES INC. FORM OF RIGHTS CERTIFICATE

Exhibit 4.1 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED MAY 22, 2013 AND THE ACCOMPANYING PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CORPORATE STOCK TRANSFER, INC., THE SUBSCRIPTION AGENT. Rights Certificate Number: Number of Rights Represen

May 22, 2013 EX-99.8

Prospect Global Launches Rights Offering to All Stockholders Financing Will Support Continued Development of Holbrook Basin Project

Exhibit 99.8 Prospect Global Launches Rights Offering to All Stockholders Financing Will Support Continued Development of Holbrook Basin Project DENVER, CO, May 22, 2013 — /PRNewswire/ — DENVER, Colorado.—(BUSINESS WIRE)—May 22, 2013, Prospect Global Resources Inc. (NASDAQ: PGRX) announced today that it had commenced its previously announced rights offering to its stockholders. In the rights offer

May 22, 2013 EX-99.6

BENEFICIAL OWNER ELECTION FORM

Exhibit 99.6 BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the “Rights”) to purchase “Units,” of which each “Unit” shall consist of one share of common stock, par value $0.001 per share (the “Common Stock”), of Prospect Global Resources Inc. (“Prospect “) and one-half warrant to purc

May 22, 2013 EX-99.3

FORM OF LETTER PROSPECT GLOBAL RESOURCES INC. Rights to Purchase Units Consisting of Shares of Common Stock and Warrants to Purchase Common Stock Offered Pursuant to Rights Distributed to Stockholders of Prospect Global Resources Inc.

Exhibit 99.3 FORM OF LETTER PROSPECT GLOBAL RESOURCES INC. Rights to Purchase Units Consisting of Shares of Common Stock and Warrants to Purchase Common Stock Offered Pursuant to Rights Distributed to Stockholders of Prospect Global Resources Inc. May 22, 2013 Dear Stockholder: This letter is being distributed by Prospect Global Resources Inc. (“Prospect”) to all holders of record of shares of its

May 22, 2013 EX-10.1

FIRST AMENDMENT TO AMENDED AND RESTATED TERMINATION OF MANAGEMENT SERVICES AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED TERMINATION OF MANAGEMENT SERVICES AGREEMENT FIRST AMENDMENT (this “Amendment”), dated as of May 22, 2013, to AMENDED AND RESTATED TERMINATION OF MANAGEMENT SERVICES AGREEMENT (the “Agreement”), dated as of April 30, 2013, between Buffalo Management LLC, a Colorado limited liability company (“Buffalo”), and Prospect Global Resources Inc., a Dela

May 22, 2013 424B5

Up to 55,162,988 Units, Each Consisting of One Share of Common Stock and One-Half of a Warrant to Purchase a Share of Common Stock, for an Aggregate of 82,744,482 Shares of Common Stock Including Shares Issuable Upon Exercise of the Warrants

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Registration No.

May 22, 2013 8-K/A

Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2012 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File Num

May 22, 2013 EX-10.2

MODIFICATION AGREEMENT

Exhibit 10.2 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT(this “Agreement”) is entered into as of May 22, 2013, by Very Hungry LLC (“Very Hungry”) and Scott Reiman 1991 Trust (the “Trust” and together with Very Hungry, the “Noteholders”) and Prospect Global Resources Inc., a Nevada corporation (the “Company”). WHEREAS, the Noteholders are stockholders of the Company and hold subordinated pro

May 22, 2013 EX-99.1

FORM OF INSTRUCTIONS FOR USE OF PROSPECT GLOBAL RESOURCES INC. RIGHTS CERTIFICATES CONSULT THE SUBSCRIPTION AGENT OR YOUR BANK OR BROKER AS TO ANY QUESTIONS

Exhibit 99.1 FORM OF INSTRUCTIONS FOR USE OF PROSPECT GLOBAL RESOURCES INC. RIGHTS CERTIFICATES CONSULT THE SUBSCRIPTION AGENT OR YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to the offering (the “Rights Offering”) of rights (the “Rights”) by Prospect Global Resources Inc. (“we”, “us”, “our” or the “Company”) to the holders of record of our common stock, par value $0.0

May 22, 2013 EX-99.2

FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY PROSPECT GLOBAL RESOURCES INC.

Exhibit 99.2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY PROSPECT GLOBAL RESOURCES INC. Instructions for using this form This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus supplement, dated May 22, 2013 and the accompanyi

May 22, 2013 EX-99.4

FORM OF LETTER PROSPECT GLOBAL RESOURCES INC. Rights to Purchase Units Consisting of Shares of Common Stock and Warrants to Purchase Common Stock Offered Pursuant to Rights Distributed to Stockholders of Prospect Global Resources Inc.

Exhibit 99.4 FORM OF LETTER PROSPECT GLOBAL RESOURCES INC. Rights to Purchase Units Consisting of Shares of Common Stock and Warrants to Purchase Common Stock Offered Pursuant to Rights Distributed to Stockholders of Prospect Global Resources Inc. May 22, 2013 To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commer

May 8, 2013 EX-10.2

- EX-10.2

Exhibit 10.2 SUBORDINATION AND INTERCREDITOR AGREEMENT THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 2, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among Very Hungry LLC, a Colorado limited liability company (“Very Hungry”), Scott Reiman 1991 Trust (together with Very Hungry

May 8, 2013 EX-10.4

PROSPECT GLOBAL RESOURCES INC. SUBORDINATED PROMISSORY NOTE

Exhibit 10.4 This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of May 2, 2013, among Very Hungry LLC, a Colorado limited liability company, Scott Reiman 1991 Trust, Prospect Global Resources, Inc., a Nevada corporation (the “Borr

May 8, 2013 EX-99.1

Prospect Global Raises $5 Million Announces Planned Rights Offering to All Shareholders Financing Will Support continued Development of Holbrook Basin Project

Exhibit 99.1 Prospect Global Raises $5 Million Announces Planned Rights Offering to All Shareholders Financing Will Support continued Development of Holbrook Basin Project DENVER, CO, May 8, 2013 — /PRNewswire/ — DENVER, Colorado.-(BUSINESS WIRE)—May 8, 2013, Prospect Global Resources Inc. (NASDAQ: PGRX) announced today that on May 2, 2013 it had received a $5 million subordinated loan which meets

May 8, 2013 EX-10.3

Number of Warrants

Exhibit 10.3 May 2, 2013 Very Hungry LLC Scott Reiman 1991 Trust 730 17th Street Suite 800 Denver, CO 80202 Attention: Conway J. Schatz Re: Prospect Global Resources Inc. (the “Company”) — Amendment to Warrant Terms Dear Conway: Please be advised that with respect to the warrants set forth on Exhibit I hereto (the “Warrants”), in consideration of Very Hungry LLC and Scott Reiman Trust loaning the

May 8, 2013 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

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): May 2, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commissio

May 8, 2013 EX-10.1

PROSPECT GLOBAL RESOURCES INC. SUBORDINATED PROMISSORY NOTE

Exhibit 10.1 This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of May 2, 2013, among Very Hungry LLC, a Colorado limited liability company, Scott Reiman 1991 Trust, Prospect Global Resources, Inc., a Nevada corporation (the “Borr

May 6, 2013 EX-10.1

AMENDED AND RESTATED TERMINATION OF MANAGEMENT SERVICES AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED TERMINATION OF MANAGEMENT SERVICES AGREEMENT AMENDED AND RESTATED TERMINATION OF MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of April 30, 2013, between Buffalo Management LLC, a Colorado limited liability company (“Buffalo”), and Prospect Global Resources Inc., a Delaware corporation (the “Company”). Whereas Buffalo and the Company have previously e

May 6, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commission File Numbe

April 26, 2013 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - 8-K

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): April 23, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 17, 2013 EX-10.1

EXTENSION AGREEMENT

EX-10.1 2 a13-73944ex10d1.htm EX-10.1 Exhibit 10.1 EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this “Agreement”), executed as of the 15th day of April, 2013 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corpo

April 17, 2013 EX-10.6

UNCONDITIONAL GUARANTY

Exhibit 10.6 EXECUTION COPY UNCONDITIONAL GUARANTY This UNCONDITIONAL GUARANTY dated as of April 15, 2013 (the “Guaranty”), is executed by Prospect Global Resources, Inc., a Nevada corporation (“Guarantor”), to and for the benefit of The Karlsson Group, Inc., an Arizona corporation (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively re

April 17, 2013 EX-10.9

AMENDMENT TO PROMISSORY NOTE

Exhibit 10.9 EXECUTION COPY AMENDMENT TO PROMISSORY NOTE This AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made as of April 15, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (the “Issuer”), and Apollo Management VII, L.P., a Delaware limited partnership (the “Holder”), with respect to the following facts: RECITALS WHEREAS, the Issuer and the Holder entered into t

April 17, 2013 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): April 15, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 17, 2013 EX-10.8

ESCROW AGREEMENT

Exhibit 10.8 EXECUTION COPY [*The information in Schedule 2 has been omitted from this agreement in connection with a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission as part of the request for confidential treatment. The omitted information is indicated by a blank and marked with an asterisk.] ESCROW AGREEMENT This E

April 17, 2013 EX-10.2

AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE

EX-10.2 3 a13-73944ex10d2.htm EX-10.2 Exhibit 10.2 AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE This AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Amendment”) is made as of April 15, 2013, by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and The Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following

April 17, 2013 EX-10.7

PLEDGE AGREEMENT

Exhibit 10.7 EXECUTION COPY PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of April 15, 2013 (this “Agreement”), is made by Prospect Global Resources, Inc., a Nevada corporation (“Pledgor”), in favor of The Karlsson Group, Inc., an Arizona corporation (“Secured Party”). Pledgor and Secured Party are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “

April 17, 2013 EX-10.3

AMENDMENT TO

Exhibit 10.3 EXECUTION COPY AMENDMENT TO WARRANT This AMENDMENT TO WARRANT (this “Amendment”) is made as of April 15, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts: RECITALS WHEREAS, on May 30, 2012, Prospect issued to Karlsson a warrant to purchase up t

April 17, 2013 EX-10.5

AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT

Exhibit 10.5 EXECUTION COPY AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT This AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT (this “Amendment”) is made as of April 15, 2013, by and among Prospect Global Resources, Inc., a Delaware corporation (“Prospect”), American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”),

April 17, 2013 EX-10.4

AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENT

EX-10.4 5 a13-73944ex10d4.htm EX-10.4 Exhibit 10.4 EXECUTION COPY AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENT This AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENT (this “Amendment”) is made as of April 15, 2013, by and among American West Potash LLC, a Delaware limited liability company (the “Company”), Apache County Land & Ranch, LLC, a Nevada limited liability company (“Apache”), and The Kar

April 16, 2013 EX-99.1

Prospect Global Completes Senior Debt Restructuring

Exhibit 99.1 Prospect Global Completes Senior Debt Restructuring DENVER, CO, April 16, 2013 — /PRNewswire/ — Prospect Global Resources, Inc. (NASDAQ: PGRX) announced today the successful restructuring of its long-term debt with the Karlsson Group (“KG”), advancing its long-term plan to build a potash mine in the Holbrook Basin of Arizona. Key highlights include: · Debt maturity extended to July 20

April 16, 2013 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 15, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 16, 2013 EX-10.1

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is entered into as of April 2, 2013 between Brian W. Wallace (“Employee”), on the one hand, and Prospect Global Resources Inc., a Nevada corporation, together with each of its successors, subsidiaries, affiliates, directors, officers, shareholders, agents and employees (collectively the “Company”

April 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): March 29, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

April 1, 2013 8-K

Other Events - 8-K

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): March 30, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commis

March 13, 2013 EX-99.1

Questions and Answers with Damon G. Barber, President and Chief Executive Officer of Prospect Global Resources

Exhibit 99.1 Questions and Answers with Damon G. Barber, President and Chief Executive Officer of Prospect Global Resources DENVER, CO, March 13, 2013 — Prospect Global Resources, Inc. (NASDAQ: PGRX), which on March 7, 2013, announced the appointment of Damon G. Barber as President and Chief Executive Officer, today released the following Question and Answer discussion with Mr. Barber: Question: L

March 13, 2013 EX-10.1

Employment Agreement

Exhibit 10.1 Employment Agreement Employment Agreement (this “Agreement”) dated as of October 19, 2012 (the “Effective Date”) by and between Prospect Global Resources Inc. a Nevada corporation (the “Company”), and Gregory Dangler (the “Employee”). WHEREAS, the Employee is currently employed as the Company’s Vice President of Finance; and WHEREAS, the Company recognizes that the Employee’s talents

March 13, 2013 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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): March 7, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction (Commission File Number) (

March 13, 2013 EX-10.2

CONSULTING AND SEPARATION AGREEMENT AND RELEASE

EX-10.2 3 a13-73941ex10d2.htm EX-10.2 Exhibit 10.2 Execution Copy CONSULTING AND SEPARATION AGREEMENT AND RELEASE This Consulting and Separation Agreement and Release (this “Agreement”) is entered into as of March 12, 2013 between Patrick L. Avery (“Employee”) on the one hand, and Prospect Global Resources Inc., a Nevada corporation, together with each of its successors, subsidiaries, affiliates,

March 11, 2013 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): March 7, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commiss

March 11, 2013 EX-10.1

TERMINATION AND RELEASE AGREEMENT

Exhibit 10.1 [*Some information has been omitted from Exhibit B to this agreement in connection with a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission as part of the request for confidential treatment. The omitted information is indicated by a blank and marked with an asterisk.] TERMINATION AND RELEASE AGREEMENT THIS

March 11, 2013 EX-10.3

PROMISSORY NOTE

EX-10.3 4 a13-70602ex10d3.htm EX-10.3 Exhibit 10.3 PROMISSORY NOTE March 7, 2013 USD$1,157,142.86 FOR VALUE RECEIVED, Prospect Global Resources Inc., a Nevada corporation (the “Issuer”), promises to pay to the order of Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I (the “Holder”) on September 3, 2013 (the “Maturity Date”), in lawful money of the United

March 11, 2013 EX-10.2

PROMISSORY NOTE

EX-10.2 3 a13-70602ex10d2.htm EX-10.2 Exhibit 10.2 PROMISSORY NOTE March 7, 2013 USD$5,592,857.14 FOR VALUE RECEIVED, Prospect Global Resources Inc., a Nevada corporation (the “Issuer”), promises to pay to the order of Apollo Management VII, L.P., a Delaware limited partnership (the “Holder”) on September 3, 2013 (the “Maturity Date”), in lawful money of the United States of America in same day fu

March 8, 2013 EX-99.1

Prospect Global Names Damon G. Barber as President and CEO Internationally accomplished mining and finance expert brings substantial depth to the next growth phase Prospect Global and Apollo agree to mutual termination of previously-announced finance

Exhibit 99.1 Prospect Global Names Damon G. Barber as President and CEO Internationally accomplished mining and finance expert brings substantial depth to the next growth phase Prospect Global and Apollo agree to mutual termination of previously-announced finance agreement DENVER, CO, March 7, 2013 — Prospect Global Resources, Inc. (NASDAQ: PGRX) today announced the appointment of Damon G. Barber

March 8, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a13-706018k.htm 8-K 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): March 7, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction

February 19, 2013 8-K

Other Events - 8-K

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): February 16, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Com

February 14, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): February 13, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Com

February 14, 2013 EX-99.1

Prospect Global Permitting Update: Company Moves to Secure Key Arizona Permits

Exhibit 99.1 Prospect Global Permitting Update: Company Moves to Secure Key Arizona Permits · Company files for state mineral-lease and air-quality permits · Aquifer Protection Permit next in line DENVER, CO, February 13, 2013 – Prospect Global Resources, Inc. (NASDAQ: PGRX) today announced that it has taken an important step forward in its long-term plan to be first to market with potash from the

January 29, 2013 8-K

Other Events - 8-K

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): January 29, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Comm

January 17, 2013 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 trafeletprospect-ex99.htm JOINT FILER AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of January 17, 2013, is by and among Trafelet Capital Management, L.P., Trafelet & Company, LLC, and Remy Trafelet (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedul

January 17, 2013 SC 13G

PGRX / Prospect Global Resources Inc. / TRAFELET BROKAW CAPITAL MANAGEMENT, L.P. - SCHEDULE 13G JANUARY 2013 Passive Investment

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prospect Global Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74348X103 (CUSIP Number) November 14, 2012 (Date

January 16, 2013 8-K

Other Events - 8-K

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): January 15, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Comm

January 10, 2013 EX-99.1

Prospect Global Resources Schedules Analyst and Investor Day for February 5 in New York City

Exhibit 99.1 Prospect Global Resources Schedules Analyst and Investor Day for February 5 in New York City DENVER, CO, January 8, 2013 — Prospect Global Resources, Inc. (NASDAQ: PGRX) today announced that it will host an analyst and investor day on Tuesday, February 5, 2013, in New York City. The meeting, to be held at 12:30 p.m. at the St. Regis Hotel, 2 East 55th Street, will be open to the publi

January 10, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): January 8, 2013 PROSPECT GLOBAL RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 000-54438 26-3024783 (State or other jurisdiction of incorporation) (Commi

January 10, 2013 EX-99.2

Potash Price of $400 per Metric Ton Validates Prospect Global Resources’ China Contract

Exhibit 99.2 Potash Price of $400 per Metric Ton Validates Prospect Global Resources’ China Contract DENVER, CO, January 8, 2013 — Prospect Global Resources, Inc. (NASDAQ: PGRX) today stated that recently announced potash pricing of $400 per metric ton for shipments to industrial companies in Asia in the first half of 2013 validates the Company’s operating model and the value of the 10-year offtak

January 4, 2013 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

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