Each one in plain English, with the numbers worked through for a shareholder.
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.
AMERICAN NOBLE GAS, INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
AMERICAN NOBLE GAS, INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
AMERICAN NOBLE GAS, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
AMERICAN NOBLE GAS, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
Hudson Bay Capital Management LP, Sander Gerber reported a AMERICAN NOBLE GAS, INC. shareholding of 61,380 shares (0.52% of votes) in a periodic institutional filing.
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.
