Each one in plain English, with the numbers worked through for a shareholder.
1 Nov 2023material agreement● NeutralMajor
On October 17, 2023 the company agreed with M3 Helium Corp. to hand over its 40% participation (acquired April 4, 2022) in a Farmout Agreement with Scout Energy Partners covering the Hugoton Gas Field in Haskell and Finney Counties, Kansas, including the Peyton 21-1 well drilled and completed in June 2022. M3 takes on the related obligations and receivables and pays the company $75,000 cash, and the November 9, 2021 USNG Agreement is terminated. This is a sale of an asset the company had added in 2022 and ends the USNG agreement noted in earlier context. The filing does not say why.
On January 10, 2023 the company and the investors agreed to push the maturity of the two earlier convertible notes (the October 30, 2021 note and the May 13, 2022 note) out to September 30, 2023. In return the conversion price on both was cut to $0.10 (from $0.50 and $0.40 respectively), so the notes would convert into more shares if converted. This resolves the near-term repayment deadlines flagged earlier by delaying them, but it means greater potential dilution for shareholders. The filing does not mention the June 2022 $350,000 note.
14 June 2022capital raising announcement● NeutralMajor
On June 8, 2022 the company sold one accredited investor a $350,000 8% senior unsecured convertible note due September 15, 2022, convertible into 700,000 shares at $0.50, plus a warrant for up to 700,000 shares, for $350,000. The company may repay the note early at 100% of principal plus accrued interest (unlike the 120% repayment terms on the earlier May 2022 and Nov 2021 notes), and the investor gets registration rights. This continues the pattern of short-dated convertible note financing; the filing does not say how the note will be repaid.
19 May 2022capital raising announcement● NeutralMajor
On May 13, 2022 the company sold two investors $850,000 of 8% senior unsecured convertible notes due June 29, 2022 (convertible into 2,125,000 shares at $0.40) and issued 425,000 commitment shares. On May 3, 2022 it agreed to buy 60.7143% (17 of 28 interests) of GMDOC, LLC for $4,037,500: $850,000 cash paid ($50,000 on May 3 and $800,000 on May 16) and $3,187,500 financed by a $6,045,000 GMDOC bank loan from The Western State Bank. GMDOC holds 70% of the working interests in leases of about 10,000 acres in Southern Kansas, producing about 100 barrels of oil and 1.5 million cubic feet of gas per day gross, bought from Castelli Energy, L.L.C. This adds a producing interest alongside the Central Kansas assets. The notes mature within weeks, and the filing does not say how they will be repaid.
On December 7, 2021 the company merged into its wholly owned Nevada subsidiary to move its incorporation from Delaware to Nevada. Each common share, Series A preferred share, option and warrant converted one-for-one on the same terms, the officers and directors stayed the same, and the stock continues on OTCQB as IFNY. Shareholder rights now fall under Nevada law, which differs in some ways; this changes legal home, not ownership or the business.
12 Nov 2021capital raising announcement● NeutralMajor
On November 9, 2021 the company signed a consulting deal with U.S. Noble Gas, LLC to explore for helium, other noble gases and rare earth minerals on its roughly 11,000-acre Kansas properties, and set up a four-member advisory board. It will issue 3,200,000 warrants at $0.50 (2,000,000 to USNG consultants, 1,200,000 to advisors) and pay USNG $8,000 per month once noble gas or mineral sales exceed $25,000 a month. The company's press release says testing so far is positive but not conclusive; no reserves are established. This adds a helium focus to the Kansas oil assets and more dilution.
5 Nov 2021capital raising announcement● NeutralMajor
On November 1, 2021 the company sold three investors $550,000 face of 8% senior unsecured convertible notes due October 29, 2022 (convertible into 1,100,000 shares at $0.50) with a 1,650,000-share warrant at $0.50, for $850,000 total. The notes must be repaid at 120% if the company raises $2 million or more in a later financing. Separately, on November 4, 2021 it obtained an option to buy oil and gas properties covering over 52,000 acres in the Central Kansas Uplift for $12 million cash before December 31, 2021, plus an option on a related oilfield service company for $4 million before December 31, 2022. No financing for these options is described. The notes add debt and dilution.
On April 1, 2021, alongside the Kansas acquisition closing, the company settled two defaulted 2015 convertible notes ($50,000 from Global Equity Funding, LLC and $35,000 from Stephen Cochenet) by issuing 145,000 and 100,000 shares. The claims, including accrued interest and old warrants, totaled $72,874 and $50,956; the shares were valued at $40,600 and $28,000. This clears two old debts at the cost of 245,000 new shares, and is reported here about six weeks after the event.
This amendment restates the March 30, 2021 filing only to fix typos: the Series A Preferred is now stated as convertible into up to 7,117,500 common shares, not 3,993,055. A Certificate of Correction was filed in Delaware on April 21, 2021 to fix the designated share count. The $2,050,000 raise and other terms are unchanged, but the potential dilution from conversion is nearly double the first figure.
The Core Energy purchase of the Central Kansas Uplift properties (over 11,000 acres) closed April 1, 2021 for $900,000 less a $50,000 holdback, resolving the option and December 2020 agreement. Separately, on March 31, 2021 five creditors, including CEO Stanton Ross and CFO Daniel Hutchins, settled $2,866,297.14 of debt and liabilities for small convertible notes ($28,664.97 total) and warrants for 5,155,455 shares at $0.50. Ross and Hutchins received warrants for 1,051,416 and 3,324,813 shares, and Ross was authorized $30,000 extra pay. The filing's wording on shares issued to Ross and Hutchins is ambiguous.
30 Mar 2021capital raising announcement● NeutralMajor
On March 26, 2021 the company raised $2,050,000 from five accredited investors by selling 22,776 shares of Series A Convertible Preferred Stock (10% dividend, senior to common) plus warrants for 5,256,410 shares at $0.39. This is the financing the September 2020 option called for, and the registration rights are tied to closing the Core acquisition. The conversion share count in this filing was later corrected (see the April 22 amendment). It adds senior claims and dilution for common holders.
On December 14, 2020 the company signed the definitive agreement with Core Energy and its members to buy the Central Kansas Uplift properties (over 11,000 acres) for $900,000 cash less a $50,000 holdback. The option deadline had been extended from November 1, 2020 to January 11, 2021. This continues the September 2020 option and moves it to a firm agreement, though closing was still to come. If it fails because of the company's breach, Core keeps the 500,000 option shares.
On September 24, 2020 the company settled the December 2013 8% note held by SKM Partnership, which it had extended several times and which carried $1,000,000 principal and $481,000 accrued interest. SKM got $100,000 cash and 737,532 freely tradeable new shares, and the note was cancelled. The preemptive rights, revenue sharing (the 1% Nicaraguan revenue share) and indemnity agreements were terminated. This removes the open thread on that note, at the cost of new shares.
On September 2, 2020 the company paid Core Energy by issuing 500,000 shares for an option to buy 100% of the working and leasehold interests in over 11,000 acres in the Central Kansas Uplift for $900,000 before November 1, 2020. The properties have one horizontal producing well, one horizontal injection well, one saltwater disposal well and two vertical producing wells. This is a new direction: the filing describes an oil and gas property purchase, and the company agreed to raise about $2-10 million immediately, with completion subject to adequate financing.
This finalizes the November 23, 2019 true-up from the May 2019 settlement of the 2015 financing with the investor (Hudson Bay, per earlier filings). The company agreed to issue 567,348 more common shares and a warrant for 61,380 shares at $0.50 expiring June 19, 2026, on top of the 605,816 shares from the exchange. The $0.10 minimum price for capital raises runs through May 23, 2020 without the investor's consent. This resolves the pending true-up and adds dilution.
What it means for a shareholder
61,380 new shares at US$0.500 to raise about US$30,690. That's 0.629% dilution: every existing holder's slice gets 0.629% smaller. If you held US$1,000 of shares (2,000 at the issue price), your slice goes from 0.0206% to 0.0205% of the company. To keep it you'd need 13 more shares - about US$7 at the issue price.
On June 19, 2019 a private lender exchanged two defaulted 8% convertible notes ($200,000 from November 2016 and $40,000 from April 2017, $240,000 principal plus about $45,000 accrued interest as of March 31, 2019) for a new warrant on 570,000 shares at $0.50 with a seven-year term and no price protection. This clears $240,000 of unpaid principal and the accrued interest from the debt, in return for potential new shares if the warrant is exercised. These notes were not in earlier context.
On June 4, 2019 the company exchanged WestPark Capital's placement-agent warrant from the 2015 financing (240,000 shares at $5.00, with price-protection provisions, on a post-split basis) for a new warrant on 50,000 shares at $0.50 with a seven-year term and no price protection. This cuts the number of shares WestPark could buy and removes the downward-reset feature, a small tidy-up of the 2015 financing's leftovers.
This amendment restates the May 24 filing and corrects the share count: the investor, Hudson Bay Master Fund, Ltd., will receive 605,816 shares in the exchange instead of 770,485, after an inadvertent error was found, keeping it at or below 9.99% ownership. The exchange also gives the investor certain Rights to acquire additional securities in future. The rest of the settlement terms (side letter, true-up on November 23, 2019, $0.10 price floor for 12 months) are unchanged.
24 May 2019capital raising announcement● NeutralMajor
On May 23, 2019 the company settled the May 2015 financing with the investor. The filing says the Replacement Note ($2,197,231 plus $26,107.52 accrued interest) matured May 7, 2018 and was not repaid, leaving it in technical default. The investor gave up the note, the warrant (now stated as 1,800,000 shares after a share split), and the related security, guaranty and registration agreements for 770,485 new common shares. A side letter promises true-up shares and a warrant right on November 23, 2019 to keep the investor near 9.99% of fully diluted shares, and bars raising capital below $0.10 per share for 12 months without the investor's consent. This ends the debt and the senior secured claim from the 2015 deal but adds dilution. The share count was later corrected (see the June 3 amendment).
10 May 2017material agreement termination▼ BadMajor
On May 4, 2017 the investor in the May 2015 financing used its offset right to cancel the full $9,490,000 outstanding on its Investor Note against $9,490,000 of the $11,687,231 convertible note. That left $2,197,231 on the convertible note, for which the investor asked for a replacement note. So the company did not receive the roughly $10.0M in cash the 2015 deal had pointed to; the later 2019 filings say the investor funded only $510,000 under the Investor Note (that figure comes from later filings, not this one). The filing itself is a termination notice.
The $1,050,000 unsecured note from December 2013 was not repaid on April 7, 2015. Instead its maturity was extended a fourth time, to the earlier of April 7, 2016 or full payment of the $9,550,000 Investor Note from the May 2015 financing (that note's holder is named as Hudson Bay Master Fund, Ltd.). The company issued the lender 200,000 restricted shares, cut the warrant price on 1,000,000 shares from $1.00 to $0.50 with a new three-year term from the new maturity date, and paid $50,000 toward the note. The 13,333,333-share, $0.075 warrant reset now applies only if the note is unpaid by the new maturity date. This resolves the open question of whether it was repaid by April 7, 2015: it was not, and the expanded warrant was avoided by this extension.
8 May 2015capital raising announcement● NeutralMajor
The full 8-K for the May 7, 2015 financing already announced on May 8: a $12.0M senior secured 8% convertible note (3-year, convertible at $0.50) and an 18,000,000-share warrant at $0.50 sold to an institutional investor. The investor paid $450,000 cash plus a $9,550,000 cash-secured Investor Note, so the company gets the rest only as that note is prepaid (up to $10.0M gross if all is paid, subject to offset rights that could reduce the cash). WestPark gets a 6% fee ($600,000 in total, $27,000 paid at closing). The company must hold a shareholder meeting by July 30, 2015 to raise authorized shares, and must file a resale registration within 45 days. This confirms and adds detail to the May 8 announcement.
8 May 2015capital raising announcement● NeutralMajor
On May 8, 2015 the company announced a $12.0 million senior secured convertible note placement (closed May 7) with an institutional investor, with WestPark Capital as placement agent. The investor paid $450,000 in cash and gave a $9,550,000 promissory note secured by cash, so the company gets the rest only as that note is prepaid, for gross proceeds of $10.0 million if all is paid. The note is 8%, matures in three years, converts at $0.50 per share, and comes with a warrant for 18,000,000 shares at $0.50. Both prices reset downward if shares are later sold lower, and the investor is capped at 9.99% ownership. The note is secured by all assets except the Nicaraguan Concessions, and the CEO acknowledges it could significantly increase shares outstanding. Initial proceeds are to pay obligations including 2015 area and training fees on the concessions and provide working capital; the company also says it intends to finalize a partnership with Granada Exploration LLC. Whether the $1,050,000 note was repaid is not stated.
This amendment corrects the January 16 report at Bradford's request: it says Bradford resigned as auditor because its SEC practice partners moved to RBSM, rather than describing a merger. RBSM is still the appointed auditor for 2014, Bradford's 2013 report still had a going-concern paragraph, and there were still no disagreements with Bradford.
On January 16, 2015 the company was told L.L. Bradford & Company had merged with RBSM, LLP, and RBSM was appointed auditor for the year ending December 31, 2014. Bradford's report on 2013 carried a going-concern warning, and the filing states there were no disagreements with Bradford. This is the third audit firm in the story after the dispute with MaloneBailey.
Effective November 19, 2014 the $1,050,000 note was extended a third time, from December 7, 2014 to April 7, 2015. The warrant price was cut from $1.50 to $1.00 per share for 1,000,000 shares, exercisable from April 7, 2015, and the 13,333,333-share, $0.075 reset still applies if the note is unpaid. The filing also says the revenue sharing agreement with the lender stepped up to 1% of gross revenue because the note was not paid in full by August 7, 2014.
This amendment, filed after an SEC staff letter, spells out the disagreement with MaloneBailey. The company treats Nicaraguan concession costs such as training government officials, office facilities, certain legal costs and public relations as properly capitalized, while Malone says they do not qualify under Regulation S-X 4-10. Malone also disputed the 2011-2012 option and warrant valuation, which the company disagrees with. The SEC staff told the company to evaluate each cost under S-X 4-10, so the capitalized-cost question remains open and could change reported asset values.
On September 5, 2014 the company dismissed MaloneBailey, the auditor it hired in April 2013, and hired L.L. Bradford & Company for 2013 and 2014. The filing says Malone had not issued an opinion on the 2013 audit or the 2012 re-audit because of disagreements over which costs are capitalized into oil and gas properties and how certain stock options and warrants are valued. The company is delinquent on its 2013 annual report (Form 10-K), and the 2013 audit and 2012 re-audit are unresolved.
On May 11, 2014 the $1,050,000 note was extended again, from May 11 to December 7, 2014. In return the company agreed to sign a revenue sharing agreement by May 23, 2014 (or the note is in default) giving the lender 1/2% of gross revenue from hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other concessions it acquires, rising to 1% if the note is not fully paid by August 7, 2014. The warrant is now exercisable from December 7, 2014, and the 13,333,333-share, $0.075 reset still applies if the note is not paid by then.
The company and its private lender agreed on March 7, 2014 to push back the maturity of the $1,050,000 unsecured note from March 12, 2014 to May 11, 2014, so the note was not repaid on the original date. The 1,000,000-share warrant at $1.50 now becomes exercisable from May 11, 2014, and still jumps to 13,333,333 shares at $0.075 if the note is unpaid by the new date. The company paid no extension fee, only the lender's legal costs.
