True North Energy CORP

True North Energy CORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Falling oil and gas prices left True North unable to make a $100,000 payment due to the Valens funds; Valens declared default, accelerated the notes, and demanded $4,513,265 - 125% of principal plus interest - by 10 March 2009 or it would foreclose on all of the company's producing oil and gas properties (though True North disputes the lenders' right to the Alaska and Colorado leases, which it says should have been released in September 2008). The board is weighing bankruptcy, going dark or a rescue, and the same filing disbanded the company's advisory board.

debt default or forbearance

Hurricane Ike knocked out True North's Brazoria County wells and left the company unable to make its November and December 2008 debt payments to Valens; the lenders agreed to defer those payments only in exchange for 2.2 million more shares, treated as extra interest -- a clear sign the company's cash flow could no longer service its own debt.

material agreement

Valens advanced True North another $425,000 against its existing secured notes, rolled into new "Amended and Restated" notes totaling $3.93 million, in exchange for more shares and fees -- the company's dependence on this single, high-cost lender kept deepening.

material agreement

True North closed its Brazoria County gas-property purchase from Prime Natural Resources, financing it (and paying off its August bridge loan) with $3.75 million in senior secured notes from Valens at 13% interest -- notes secured by liens on virtually all company and ICF assets plus a 5% overriding royalty and warrants to the lender, an expensive, restrictive debt load that would later prove unsustainable.

asset acquisition disposition

Through new subsidiary ICF Energy Corp, True North agreed to buy actual producing gas properties in Brazoria County, Texas from Prime Natural Resources for $3.5 million -- its first acquisition of assets already generating real cash flow (about $200,000/month) rather than exploration-stage interests, though funding to close was still being arranged.

material agreement

To bridge financing until its pending Prime Natural Resources acquisition closes, True North borrowed $250,000 from two lenders at 12% interest, with insiders Pozzoni and Folnovic personally pledging 1.25 million of their own shares as collateral.

material agreement

True North closed a third distinct regional play, buying roughly 17,000 acres of oil and gas interests in northwest Colorado from a private seller for about $1 million in cash and stock plus a sliding-scale royalty -- its first acquisition priced per-acre rather than per-well-interest.

material agreement

True North signed a non-binding letter of intent for its biggest deal yet -- a $22 million purchase of producing Wyoming Powder River Basin gas properties and a workover rig from six sellers, to close by mid-2007 -- while raising only $500,000 via a convertible note to fund near-term operations, a striking funding gap for a deal this size.

material agreement

True North committed another $1.7 million for an 8.75% stake in a second BP-operated Tuscaloosa test well in Louisiana; the same filing warned shareholders that unauthorized promotional articles touting the stock (a repeat of one flagged back in August 2006) had appeared again, with no relationship between the company and the promoter.

material agreement

True North paid $2.6 million to earn a 12.5% working interest in a BP America-operated 21,000-foot test well in Louisiana targeting the Tuscaloosa Sand -- its most significant partner and deepest, most expensive well commitment to date; drilling was nearly at target depth.

material agreement

Agreed to participate with Bayou City Exploration in a test well on each of three prospects - 16.67% before payout and 12.5% after on the two Live Oak County, Texas prospects, and 25% on the Zodiac II prospect in Jeff Davis and Calcasieu Parishes, Louisiana. Prospect fees of $20,375 and $94,888 were paid and $267,056 on Zodiac was not. Drilling had already begun on Frost National Bank Deep, where True North had paid $132,000 of well costs.

material agreement

Now renamed True North Energy, the company raised $1 million from a single investor (1.25 million shares plus warrants) to fund its new Alaska oil and gas strategy.

capital raising announcement

Ameriprint International, a dormant Nevada shell, pivoted into oil and gas by acquiring Alaska North Slope leases (West Foreland/Hemlock Formation targets) from insider Massimiliano Pozzoni for 2 million shares; Pozzoni became the company's sole officer and director, and the company took on an obligation to drill a test well by November 2010 or forfeit part of the leases.

asset acquisition disposition