Each one in plain English, with the numbers worked through for a shareholder.
9 Feb 2022bankruptcy or receivership▼ BadMajor
This amendment to the April 2020 bankruptcy notice says that on January 10, 2022 the bankruptcy court (Eastern District of Texas, Sherman Division) approved bidding procedures for selling the assets of the three subsidiaries (Amazing Energy, LLC, Amazing Energy Holdings, LLC and Amazing Energy MS, LLC), in connection with the liquidation of those subsidiaries under Case No. 20-41558. This continues the April 2020 Chapter 11 filings and shows the subsidiaries' Texas, New Mexico and Mississippi holdings are being put up for sale to qualified bidders. The filing says the parent company itself has not filed for bankruptcy, and it does not say what shareholders will receive.
On April 6, 2020 three wholly owned subsidiaries, Amazing Energy, LLC, Amazing Energy Holdings, LLC and Amazing Energy MS, LLC, filed Chapter 11 bankruptcy petitions in the Southern District of Mississippi. These subsidiaries own and operate the company's holdings in Texas, New Mexico and Mississippi. The parent company itself has not filed. What happens to shareholders' equity is not stated.
On March 16, 2020 the company issued 8,333,333 restricted shares to Cicero Transact Group, Inc., valued at $250,000 and equal to 7% of shares outstanding. The filing does not say what was received in return. Existing holders are diluted.
The company issued a press release on January 14, 2020 giving an operational update on the Denver Mint Project. The filing text gives no figures; the exhibit is listed with the title of the earlier November 2019 release, so the update's details are not in this filing.
29 Nov 2019asset acquisition disposition● NeutralMajor
On November 22, 2019 the company's subsidiary bought the Denver Mint Project in Mississippi (about 900 acres, nine oil wells and a saltwater disposal well) for about $3,050,000. The company funded it by selling an overriding royalty interest for $4,500,000, about $1,400,000 of which goes to working capital, and in return must deliver 146,470 barrels of oil over 48 months, with monthly minimums starting February 2020 ranging from 280 to 4,560 barrels. This is a financing that commits future production to the buyer.
On September 18, 2019 the company borrowed $250,000 from FirstFire Global Opportunities Fund with a 10% original issue discount, 12% interest, maturing March 9, 2020, convertible at a 50% discount to market. It issued 1,875,000 commitment-fee shares, with 1,562,500 cancelled if repaid by maturity. This is the third loan of this type in about a month (after Labrys and Morningview), for working capital.
On September 11, 2019 the company borrowed $250,000 from Morningview Financial with a 10% original issue discount, 12% interest, maturing March 2, 2020, convertible at a 50% discount to market. It issued 1,875,000 commitment-fee shares, with 1,562,500 cancelled if repaid by maturity. This is the second loan of the same type after Labrys, adding to short-term debt and potential dilution.
On August 20, 2019 the company borrowed $400,000 from Labrys Fund with a 10% original issue discount, 12% interest, maturing February 20, 2020, and convertible into common stock at a 50% discount to market price. It also issued 3,000,000 shares as a commitment fee, of which 2,500,000 are returned and cancelled if the loan is repaid by maturity. Proceeds are for working capital. Terms of this kind could dilute shareholders if the loan is converted.
On August 23, 2019 the company closed the Wilson 49-2 Wolfcamp recompletion offering, raising $537,500 from five accredited investors, who get a working interest plus four shares per dollar (2,150,000 shares in total). Between January 1 and February 28, 2020 investors can put their working interests back to the company for 4 more shares per dollar invested, which could mean further share issuance. Four board members took part.
18 June 2019capital raising announcement● NeutralMajor
On June 17, 2019 the company closed a working interest offering for the Moe-35 horizontal well, raising $1,640,000 from 17 accredited investors, each also getting four common shares per dollar invested. The company will issue 6,560,000 shares, a much heavier share issue than the January offering (one share per $2); four board members took part on the same terms.
What it means for a shareholder
6.6m new shares at about $0.250 to raise about $1.6m. That's 6.5% dilution: every existing holder's slice gets 6.5% smaller. If you held $1,000 of shares (4,000 at the issue price), your slice goes from 0.00425% to 0.00397% of the company. To keep it you'd need 279 more shares - about $70 at the issue price.
5 Apr 2019security holder rights change● NeutralMajor
Effective April 1, 2019 the company redeemed all 9,000 Series A preferred shares held by director Jed Miesner at $100 each, $900,000 in total, paid by raising the principal on a note owed to him by subsidiary Amazing Energy, LLC from $1,940,000 to $2,840,000. The shares are retired, ending the Series A voting block (90,000,000 votes equivalent) that was set out earlier. No cash left the company; the cost is added debt.
On February 28, 2019 Jed Miesner, sole holder of the 9,000 Series A preferred shares (voting power equal to 90,000,000 common shares), agreed not to vote them until at least April 1, 2019 on anything other than a change of control of the company or its assets. This temporarily limits his voting power. Resolved in the next filing, when the Series A was redeemed.
1 Feb 2019asset acquisition disposition▲ GoodMajor
Effective January 28, 2019 the company completed buying working interests in three leases in Lea County, New Mexico from Wyatt, for $100,000 cash and a $1,900,000 seller note at 7% due in one year. It gets 56% in two leases and 100% in a third (Devon Energy holds 30% in two of them), covering 10,501 net acres, with nine wells producing about 104 boepd, and the company will operate. The deal adds a fractional interest in Wyatt's Chateau Project in Mississippi. This is the second Wyatt deal, after the October 2018 Texas leases, and adds new debt due within a year.
On January 10, 2019 the company closed a working interest offering raising $1,260,000 from 13 accredited investors, who get a share in the WWJD#31 horizontal well program plus one common share per $2 invested. The filing states 630,000 shares will be issued; six board members took part on the same terms as others. A press release attached says the WWJD #31H well, the first horizontal San Andres well, reached total depth.
What it means for a shareholder
630,000 new shares at about $2.00 to raise about $1.3m. That's 0.735% dilution: every existing holder's slice gets 0.735% smaller. If you held $1,000 of shares (500 at the issue price), your slice goes from 0.000588% to 0.000583% of the company. To keep it you'd need 4 more shares - about $8 at the issue price.
26 Oct 2018security holder rights change▼ BadMajor
On October 24, 2018 the company borrowed $500,000 from Bories Capital, LLC on an unsecured two-year loan with interest-only payments until maturity. As extra consideration, a warrant held by Gulf South Holdings (an affiliate of the lender) had its exercise price cut from $1.00 to $0.40 and its expiry extended to April 1, 2024, and the Series B preferred shares held by the lender were changed to remove the company's call right until April 1, 2024. The proceeds are to pay down existing debt and fund working capital. These concessions favor the lender and could dilute other holders if exercised. The address in the filing is now Plano, Texas.
22 Oct 2018asset acquisition disposition▲ GoodMajor
On October 17, 2018 the company bought oil and gas leases from Wyatt Petroleum and Wyatt Permian for $500,000 cash, gaining deep rights to 21,000 mostly contiguous acres in Pecos County, Texas. The company says it now controls all drilling rights to all depths in 61,000 acres, plus mineral and drilling rights to 3,000 feet on another 9,000 acres. The money came from a loan from Tony Alford, now described as Chairman of the Board.
The company finished the last of 11 agreements with 14 working interest partners to buy out their interests in its wells, issuing 3,617,556 restricted shares valued at $1,736,427 (based on a $0.48 closing price on June 1, 2018). After this the company says it holds 100% of each of its wells. Two of the deals are with related parties: Petro Pro, Ltd. (controlled by Jed Miesner) and director Tony Alford. The new shares dilute existing holders.
18 July 2018capital raising announcement▲ GoodMajor
On July 18, 2018 the company closed a private placement of 13,620,000 common shares at $0.25 each, raising $3,405,000 from 36 accredited investors, with no warrants attached. This is new cash for the company and more shares outstanding, so existing holders are diluted. It follows the smaller $0.26 placement of March 2017.
What it means for a shareholder
13.6m new shares at $0.250 to raise about $3.4m. That's 15% dilution: every existing holder's slice gets 15% smaller. If you held $1,000 of shares (4,000 at the issue price), your slice goes from 0.00521% to 0.00442% of the company. To keep it you'd need 710 more shares - about $178 at the issue price.
13 Nov 2017material agreement termination● Neutral
The company and E-Land Ventures, LLC mutually cancelled the September 2017 agreement to acquire acreage in Butler County, Kansas. E-Land is controlled by Willard McAndrew III, the company's CEO. The filing says no title or money changed hands and neither side performed, so there is no financial effect. Note: the filing names McAndrew as CEO, whereas earlier context listed Jed Miesner as CEO/President (a leadership change not explained here).
26 June 2017asset acquisition disposition● NeutralMajor
On June 22, 2017 the company and Kisa sold Kisa's interest in 88 Alaska mining claims to Afranex (Alaska) Limited, a subsidiary of Afranex Gold, for US$300,000, already paid, closed by quit claim deed. This disposes of the Alaska claims once held in the Golden Lynx and North Fork arrangements; the filing does not say whether the 2014 option was the route or how the earlier agreements were treated.
The company completed a private placement on March 31, 2017, selling 6,868,484 restricted common shares at $0.26 each to 38 accredited investors and raising $1,785,805.84. This is new cash, with new shares issued to buyers (dilution for existing holders).
On August 25, 2016 the Jilpetco purchase from Jed Miesner was amended: closing moves to August 31, 2016, certain property (including personal property) is excluded, and Miesner may assign the Petro Pro receivables. The $500,000 price is now paid as a 6% amortized note.
On July 31, 2016 the Gulf South Securities acquisition closed: the company issued 5,373,528 common shares and 2,674,576 warrants to Gulf South Holding and others, 250,000 shares to Delaney, 9,000 Series A preferred to Jed Miesner (10,000 votes each) and 50,000 Series B preferred to Bories Capital. Gulf South Securities is now a wholly owned subsidiary. Gulf South executives replaced the officers and directors, with Arthur Seligman as CEO and Timothy Flanagan as President. Miesner's Series A gives him 60.33% of total voting power. The filing is cut off before the rest of the officer details.
On July 18, 2016 the Gulf South Holding agreement was amended again: common shares to the seller rise from 5,349,153 to 5,373,528, and each Series A preferred share goes from 1,000 to 10,000 votes. This means slightly more dilution and more voting power per preferred share. The Jilpetco terms are repeated unchanged at $500,000.
On April 15, 2016 the company agreed to buy broker-dealer Gulf South Securities from Gulf South Holding for 5,349,153 common shares and 2,674,576 warrants, with preferred stock and debt-to-equity provisions; the closing was moved to May 2, 2016 on April 28. It also restates that the Jilpetco purchase from Jed Miesner is now for $500,000 rather than 500,000 shares, which changes the August 2015 terms.
On August 10, 2015 the company agreed to buy Jilpetco, Inc., an oilfield operating and services business, from its president Jed Miesner for 500,000 restricted shares of common stock. This is a related-party deal, and Jilpetco would become a wholly owned subsidiary.
This amends a March 2015 filing after SEC comments. AEI's auditor MaloneBailey withdrew its January 22, 2015 audit report on AEI's July 31, 2014 and 2013 financials because of an independence problem (it helped prepare the statements), then reissued the report under AICPA standards. The company says DeCoria, Maichel & Teague remains its auditor, and the fiscal year end changes to July 31. The filing does not say the numbers themselves changed.
8 July 2015capital raising announcement● NeutralMajor
On July 1, 2015 the company completed an exchange of 21,215,038 restricted common shares for 9,207,303 Amazing Energy, Inc. shares, making AEI a wholly owned subsidiary. This continues the October 2014 AEI deal by bringing in more AEI holders, and issues more shares.
On October 7, 2014 Gold Crest agreed to sell certain Amazing Energy, Inc. shareholders 384,848,504 restricted common shares and 79,755 Series A convertible preferred shares, in exchange for their 12,829,000 AEI shares. Each preferred share converts into 10,000 common shares once authorized common stock is increased to allow 797,550,000 additional shares. For existing holders this is very large potential dilution and a change of control; the filing does not itself call it a reverse merger (inference: it is the start of the Amazing Energy combination).
On September 2, 2014 Gold Crest and Kisa gave Afranex Gold an exclusive option, expiring December 31, 2015, to buy either all of Kisa's stock or Kisa's mining permits and related assets. Afranex owes a non-refundable $20,000 fee and would pay $380,000 on exercise; it has also lent Gold Crest $80,000. North Fork LLC is a party to the agreement; the filing does not explain how this fits with the 2011 earn-in.
