20 Dec 2011listing compliance notice▼ BadMajor
American Eagle Energy Inc. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
20 Dec 2011business combination● NeutralMajor
The merger with Eternal Energy closed on December 20, 2011, with the company surviving as a wholly-owned subsidiary of Eternal, which renamed itself American Eagle Energy Corporation. Each company share converted into 3.641 Eternal shares (164,023,288 issued) before a 1-for-4.5 reverse split, leaving about 45,560,000 shares outstanding, with former company holders owning about 80% and legacy Eternal holders about 20%. Options converted at the same ratio, the company intends to file Form 15 to suspend its own reporting, and Richard Findley became Chairman of the combined company.
16 Dec 2011material agreement▲ GoodMajor
A separate sale agreement signed November 18, 2011 has the company and Eternal selling 75% of their interests in up to about 10,521 net acres of the West Spyglass Prospect (western Divide County, North Dakota and eastern Sheridan County, Montana) to an unnamed buyer, initially estimated at about $13.8 million. The first closing on December 14 paid $10.9 million split equally (about $5.45 million to the company), with $1 million more, split equally, expected in early spring; the sellers keep 25% and remain operator. This adds to the earlier 50% Spyglass sale.
30 Nov 2011auditor change● Neutral
On November 25, 2011 the company dismissed Kelly & Company, its auditor since December 2010, and engaged Hein & Associates LLP effective November 28, on the board's recommendation. The filing reports no disagreements and says Kelly's report on the eight-month period ended December 31, 2010 was not adverse or qualified; this is the company's third auditor change since 2009.
18 Nov 2011quarterly activities report▼ Bad
American Eagle Energy Inc. reported quarterly revenue of $170 thousand and a net loss of $330 thousand for the period ended 2011-09-30.
15 Nov 2011late filing notice▼ Bad
American Eagle Energy Inc. notified the SEC that its quarterly report would be filed late.
11 Oct 2011quarterly activities report▼ Bad
American Eagle Energy Inc. reported quarterly revenue of $170 thousand and a net loss of $330 thousand for the period ended 2011-09-30.
28 Sept 2011material agreement● Neutral
On September 28, 2011 the company, Eternal Energy and Eternal Sub Corp. amended the April 2011 merger agreement to push the date after which either side may terminate from September 30 to December 31, 2011. Nothing else in the agreement changed, and the company now expects the merger to close in the fourth quarter, later than the 'early summer' timing given earlier.
25 Aug 2011quarterly activities report● Neutral
American Eagle Energy Inc. reported quarterly revenue of $2.1 million and net income of $1.4 million for the period ended 2011-06-30.
18 Aug 2011quarterly activities report● Neutral
American Eagle Energy Inc. reported quarterly revenue of $2.1 million and net income of $1.4 million for the period ended 2011-06-30.
15 Aug 2011late filing notice▼ Bad
American Eagle Energy Inc. notified the SEC that its quarterly report would be filed late.
31 May 2011material agreement▲ GoodMajor
This amendment re-reports the May 19, 2011 Spyglass sale to an unnamed buyer, and the attached May 31 press release says the first closing (50% of about 8,188 net acres, $7.165 million split equally with Eternal) occurred that day. It also changes the second agreement: the filing text now says about 548 net acres for $479,500 (closing scheduled July 26, 2011), while the press release still describes about 1,096 net acres for about $959,000, so the two documents do not agree on the second deal's size. The press release says the buyer is a subsidiary of a public company with a market cap above $10 billion, up to 714 more net acres may be sold, and further closings depend on title confirmation.
26 May 2011material agreement▲ GoodMajor
On May 19, 2011 the company and Eternal Energy jointly agreed to sell 50% of their interests in the Spyglass Prospect in Divide County, North Dakota to an unnamed buyer, under two purchase agreements. The first covers about 8,188 net acres for $7,165,000, split equally between the two sellers, closing scheduled for May 26, 2011; the second covers about 1,096 net acres for $959,000, closing scheduled for July 26, 2011. Eternal will keep managing exploration and operations under a joint operating agreement.
17 May 2011late filing notice▼ Bad
American Eagle Energy Inc. notified the SEC that its quarterly report would be filed late.
12 Apr 2011material agreement● NeutralMajor
On April 8, 2011 the company signed the definitive merger agreement with Eternal Energy Corp. and its subsidiary Eternal Sub Corp., following the February letter of intent. Terms stay at 80% for its stockholders and 20% for Eternal's; closing needs registration of the new shares and approval by its stockholders, and is expected in early summer.
23 Feb 2011business combination● NeutralMajor
On February 22, 2011 the company signed a non-binding letter of intent to merge into a subsidiary of Eternal Energy Corp., which would be the surviving company. Its stockholders would own 80% and Eternal's 20%, with a reverse split and a senior-exchange listing application expected after closing; closing needs due diligence, a definitive agreement, a fairness opinion for Eternal, share registration and board and stockholder approvals.
6 Jan 2011capital raising announcement● Neutral
On December 30, 2010 the company granted 3,212,763 fully vested options at $0.40 per share, expiring December 30, 2015, to four people: its President and sole director (1,070,921), its VP of Operations (803,191), an indirect consultant (1,070,921) and a person with historical affiliations to them (267,730). These could dilute shareholders if exercised.
9 Dec 2010auditor change● Neutral
This amendment repeats the December 2010 switch from Seale and Beers to Kelly & Company, correcting the fiscal years referenced in the no-disagreement statement to 2010 and 2009 and attaching the Seale and Beers letter to the SEC as Exhibit 16.1. No new substance on the change itself.
6 Dec 2010auditor change● Neutral
On December 1, 2010 the company dismissed Seale and Beers, CPAs and hired Kelly & Company as its auditor, a decision approved by the board. The filing reports no disagreements, and Seale and Beers' reports for fiscal 2010 and 2009 included a going-concern qualification.
29 July 2010late filing notice▼ Bad
American Eagle Energy Inc. notified the SEC that its annual report would be filed late.
14 Apr 2010director interest notice● Neutral
American Eagle Energy Inc. President/Secretary/Treasurer Richard L Findley bought 3,166,167 shares on the open market at $0.00.
18 Mar 2010late filing notice▼ Bad
American Eagle Energy Inc. notified the SEC that its quarterly report would be filed late.
18 Mar 2010director interest notice● Neutral
Richard L Findley became a American Eagle Energy Inc. President/Secretary/Treasurer and company insider (initial ownership filing).
1 Mar 2010director interest notice● Neutral
American Eagle Energy Inc. Former Pres/Sec/Treas/Director Jay Jhaveri sold 10,000,000 shares.
10 Feb 2010director interest notice● Neutral
American Eagle Energy Inc. 10%+ owner Craig Thomas Lindsay disposed of 6,000,000 shares via option/appreciation-right settlement.
10 Feb 2010director interest notice● Neutral
American Eagle Energy Inc. 10%+ owner Sean Mitchell disposed of 10,000,000 shares via option/appreciation-right settlement.
22 Jan 2010asset acquisition disposition● Neutral
On January 21, 2010 the company took an assignment from Murrayfield Limited of a 12.5% working interest in the Sauz Ranch Prospect lease (908 acres) in Willacy County, Texas, for $137,500. The lease originated with Miramar Petroleum Inc.; Exxon Mobil Corporation holds a separate lease on the remaining 3/32nds of the mineral estate.
20 Jan 2010asset acquisition disposition● Neutral
On January 15, 2010 the company took an assignment from Murrayfield Limited of a revenue interest in the PP F-12-4 well in the Belmont Lake Field, Wilkinson County, Mississippi, for $150,000 (Murrayfield's cost). It acquired 36.101498% of Lexaria Corp.'s 32% share of net revenue from the well and agreed to pay 48.13533% of Lexaria's further well costs recommended by Griffin & Griffin.
15 Jan 2010capital raising announcement▲ Good
On January 14, 2010 the company closed a private placement, issuing 1,060,000 restricted shares at $0.75 each to one non-U.S. investor for gross proceeds of $795,000.
14 Jan 2010capital raising announcement● NeutralMajor
The company, now based in Billings, Montana, signed a consulting agreement with Synergy Resources LLC (effective December 21, 2009) to help identify and acquire oil and gas assets. It issued 10,000,000 restricted shares on January 13, 2010, with 4,500,000 held in escrow and released on performance milestones, which dilutes existing shareholders.