Past year: ▼ 84%(91.0c – 5.79 USD)
Each one in plain English, with the numbers worked through for a shareholder.
12 Feb 2003asset acquisition disposition▲ GoodMajor
Houston American bought a 12.5% interest in Hupecol, LLC and its Tambaqui Association Contract (36,000 hectares in Casanare, Colombia) from Rio Exploration Company for $312,500 -- the company's first entry into Colombian oil and gas, which would become its core business for the next two decades.
23 July 2002asset acquisition disposition● Neutral
Houston American issued 1 million shares plus a warrant for 750,000 more to Millennium Seismic in exchange for a royalty-free license to use Millennium's proprietary seismic data, with resale/transfer fees payable if that data were later passed to a third-party buyer of Houston American's own assets.
22 Jan 2002asset acquisition disposition▲ GoodMajor
The TNOG merger closed: Texas Nevada Oil & Gas Co. merged into Houston American, which issued about 596,469 shares (roughly 5% dilution) to TNOG's shareholders and, as the surviving entity, inherited TNOG's status as a fully SEC-reporting public company -- Houston American's route to becoming publicly traded.
14 Dec 2001business combination▼ BadMajor
The last amendment before the registration went effective carried the biggest change in the whole sequence: an internal September study forced a $428,887 write-down of the oil and gas properties, restating the inception-to-September loss from $40,826 to $469,713 -- more than eleven times the figure shown two weeks earlier -- and the promised reserve engineering study slipped from year-end 2001 to the first quarter of 2002. Houston American entered its public life having just impaired most of what it owned.
30 Nov 2001business combination● Neutral
The funding disclosure changed hands: the lender keeping Houston American going is now named as John Terwilliger personally rather than his Moose Oil & Gas entities, matching the $390,000 note filed the week before. The two Lavaca County wells were also re-described from producing "a non-material amount" of gas to "a profitable amount", and $196,262 of deferred merger costs were removed from pro forma assets.
21 Nov 2001business combination▼ BadMajor
Financials rolled forward to 30 September and the news was bad: the third well, a 16,500-foot Lower Wilcox test described a fortnight earlier as capable of profitable production, is now a dry hole to be plugged and abandoned after two failed completion attempts, and inception-to-date losses roughly doubled to $40,826. The amendment also filed the $390,000 demand note owed to sole officer John Terwilliger, who was by then the company's real source of funding.
6 Nov 2001business combination● Neutral
A correction rather than a re-filing: earlier versions said Unicorp had already spun TNOG's shares out to its own holders in July 2001, and this amendment says the spin-off has not happened yet and will occur before the merger. It also steps the listing claim back from "our stock will be listed on the OTC Bulletin Board" to "we will apply to list" -- the public market the whole deal existed to create was not yet assured.
26 Oct 2001business combination▼ BadMajor
SEC review put real risk disclosure into the document for the first time: the company admits it has never estimated proved reserves, has never flow-tested any of its wells, and stays alive only on demand loans at 10% interest from Moose Oil & Gas and Moose Operating -- both controlled by its sole officer John Terwilliger -- and says operations could stop if he stops lending. Shares to be issued to TNOG holders trimmed to 596,469.
1 Oct 2001business combination● Neutral
The merger agreement was amended and restated on 26 September and the structure changed: Houston American's existing stockholders now simply keep their 11,403,414 shares rather than exchanging them at 11.4-for-1, appraisal rights under Delaware law drop away leaving only TNOG's Texas dissenters' rights, and the registered resale block shrinks from 4,187,324 to 4,007,719 shares. The ownership split is unchanged; the mechanics and the shareholder protections are not.
3 Aug 2001business combination● NeutralMajor
Houston American Energy -- four months old, three wells drilled in Lavaca County, Texas and almost no revenue -- registered a merger with Texas Nevada Oil & Gas Co. (TNOG), a dormant shell being spun out of Unicorp, Inc. TNOG's roughly 990 holders would receive one Houston American share for each TNOG share, and as first filed Houston American's own 30 stockholders would exchange their shares at about 11.4-for-1; the object was to buy a shareholder base big enough to create a public market and, with it, access to outside capital.
