On March 28, 2014 (closed March 31) the company bought a trailer-mounted mobile oil recovery system from Elemax, Inc. for $50,000 cash and 214,285 Series A preferred units. It also sold 155,178 more units to four investors at $1.40 each ($217,250), and on April 1 issued common stock to pay accrued pay: 525,715 shares to CEO William C. Gibbs ($184,000), 333,333 shares to CFO Daniel F. Carlson ($116,667) and 150,000 shares to C14 Strategy, LLC, a consulting firm controlled by the former CEO. Each Series A share has a $1.40 liquidation preference over common and converts to four common shares. This adds equipment and converts some owed pay to shares, which increases the common share count.
21 Mar 2014capital raising announcement● NeutralMajor
In March 2014 the company sold more Series A preferred stock units to 15 investors, with listed sales of $1,500,000 on March 13 and smaller amounts on March 18 to 21, about $2.14 million in total. The units carry the same $0.45 and $0.70 warrants as before. This continues the Series A fundraising, and the amount raised in this filing is much larger than earlier batches. Because the issuances add preferred stock with priority over common, existing common holders are further subordinated and diluted (inference).
Between January 31 and March 5, 2014 the company sold four more batches of Series A preferred stock units to four individuals, totalling $450,000 (321,429 units). Each unit includes a preferred share and warrants at $0.45 and $0.70 per common share; a placement agent is owed a $45,000 commission plus 128,572 warrants at $0.35. The board also raised the authorised Series A shares from 3,250,000 to 4,750,000. The filing states that Series A has priority over common stock on dividends and in liquidation, which limits what common holders could receive.
16 Oct 2013capital raising announcement● NeutralMajor
Effective September 30, 2013, the company cancelled the 5% convertible note (original $1,446,551, outstanding balance $1,514,516.48), now held by Hidden Peak Partners LC, in exchange for a 10-year warrant for 3,260,000 shares at $0.01. It also cancelled $1,049,349.54 of salary owed to CEO William C. Gibbs in exchange for a 10-year warrant for 2,260,000 shares at $0.01. This resolves the GRR convertible note and the accrued salary as debts, but the new warrants could add shares if exercised, which would dilute existing holders (inference). The attached form of warrant in the exhibit shows 3,030,000 shares, which differs from the 3,260,000 in the agreement text.
On August 20, 2013 the company borrowed $53,000 from Bleeding Rock, LLC, an entity managed by CEO William C. Gibbs, on a 6% convertible note. The 8-K text gives the due date as August 31, 2014, while the note itself says June 30, 2014. The note converts into stock if the company completes a financing of $2,000,000 or more, at the same price as that financing. This is a small new loan from a related party, following the earlier Bleeding Rock-linked note.
3 Feb 2012capital raising announcement● NeutralMajor
The company completed a private offering of 10% convertible notes totalling $1,515,000, convertible into 3,030,000 shares, plus warrants for 3,038,667 shares at $0.50 through April 30, 2014. The notes are due April 30, 2014 and would add shares if converted or exercised, which dilutes existing holders. The terms reflect a one-for-two reverse stock split effective October 19, 2011.
30 Jan 2012material agreement termination● NeutralMajor
American Sands Energy took a direct 20-year licence from Universal Oil Recovery Corp. and SRS International for solvent technology to extract bitumen from oil sands, in Utah and future projects. It ended the earlier operating agreement under which subsidiary Green River Resources got the technology through Bleeding Rock LLC, which is owned in part by President William C. Gibbs. In exchange it granted Bleeding Rock a 1.5% gross royalty on future projects (excluding Sunnyside, Utah), and the subsidiary's $1,446,551 owed to Bleeding Rock became a 5% note convertible at $0.50 per share, due in one year, which the parent is not responsible for repaying. The filing says the company believed direct licensing would help fundraising.
Another amendment to the June 2011 report with no new substance. It only adds the September 1, 2011 amendment to the list of 2011 annual report amendments that carry the Green River deal details.
This amendment to the June 2011 report adds no new substance. It only updates references to the 2011 annual report, which was amended on August 2 and August 23, 2011, where the Green River deal details are given.
10 June 2011asset acquisition disposition● NeutralMajor
The Green River Resources acquisition closed on June 3, 2011 after an amendment to the exchange agreement, and the company stopped being a shell company. The filing gives no new terms and refers to the 2011 annual report (10-K) for the details, including the amendment terms.
The company issued another unsecured $5,500 note to 1st Orion Corp. at 8% interest, due March 31, 2012. Default includes White and Nestripke resigning or being replaced as directors, which is consistent with the pending Green River deal.
The company agreed to buy Green River Resources, Inc. (a Utah oil sands extraction developer holding an undivided interest in Utah mining leases) from its Alberta parent, GreenRiver Resources Corp., for 35,600,000 new shares. Closing was set for May 20, 2011, conditional on at least $1,500,000 of net cash and audited GRI financials. The company would cancel 17,608,203 existing shares, grant options on 6,175,000 shares at $0.20 and warrants on 488,480 shares, and White, Nestripke and Carlson would resign with control passing to the Seller.
The company issued a further $6,000 note to 1st Orion Corp. at 8% interest, due March 31, 2012, with the same default terms as the October 2010 note. This continues the small loans funding the company.
The company borrowed another $4,000 from 1st Orion Corp. at 8% interest, due March 31, 2012. Default includes replacement or resignation of the entire board as it stood on October 6, 2010.
Millstream Ventures (the shell company, later American Sands Energy) borrowed $10,000 from Lorikeet, Inc., an entity owned by President and principal shareholder Steven L. White. The note pays 8% interest and is due by July 8, 2013; the board also authorised further notes of up to $20,000 in total at 8%.
