Each one in plain English, with the numbers worked through for a shareholder.
27 Mar 2012material agreement● NeutralMajor
On March 21, 2012 NDB Energy agreed to buy all shares and warrants of Armada Oil, Inc., a separate private Nevada company with interests in Carbon County, Wyoming (the 'Overland Trail Project'). In return it would issue 8,870,000 shares, 2,520,000 Series B warrants ($2.00, 5 years) and 2,520,000 Series C warrants ($3.00, 7 years). Armada holders would own about 43.7% of NDB afterwards. The Series C warrants cannot be exercised until the Armada holders' total stake would be under 49.9%. Closing depends on due diligence and the agreement ends if not closed before March 31, 2012 unless extended. David Moss would join the board.
On September 16, 2011 NDB Energy bought two leases on about 140 acres with twelve wells in Archer County, Texas from Baron Energy for $125,000. NDB gets an 80% non-operated working interest and a 60.8% net royalty interest, and Baron keeps 20% and operates the wells. Baron has a six-month option to buy back a 20% non-operated working interest and 15.2% net royalty interest on the same pro rata terms. This adds to the Texas properties bought in July and deepens the link with Baron.
16 Aug 2011asset acquisition disposition● NeutralMajor
This amendment repeats the July 2011 Texas acquisitions and adds a company history and risk factors. It says oil and gas exploration on Utah leases (Nov 2006 to Sept 2007) failed for lack of rigs and personnel, which led to the algae research. The company had been a shell company since late 2010 and now says it no longer is. The Young County property produces about 4 to 5 barrels of oil a day. It also restates the 2008 placement after a one-for-five reverse split effective June 27, 2011 (800,000 units at $3.00). Net losses were $183,666 for fiscal 2011 and $261,758 for fiscal 2010. The employment terms now say Cerna's stock options are subject to board approval.
4 Aug 2011asset acquisition disposition▲ GoodMajor
Now named NDB Energy (renamed June 2011), the company bought its first oil and gas properties in the filings, effective July 29, 2011. It acquired a lease on about 300 undeveloped acres in Gonzales County, Texas for 1,800,000 shares (1,400,000 to James Cerna Jr. and 400,000 to Acqua Ventures). It also bought two leases on about 120 acres with fourteen wells in Young County, Texas for $128,500 in cash. Baron Energy operates the Young County wells and holds a 25% working interest there. Cerna became CEO at $180,000 a year and a director. Amit Dang stepped down as President and CEO but stays CFO and a director, and director Joanne Lustre resigned.
On April 17, 2008 International Energy completed a $2,400,000 private placement of 4,000,000 units at $0.60 to 10 accredited investors. Each unit was one share plus a two-year Series B warrant at $0.60. The proceeds are for working capital, and the company agreed to register the shares for resale. A broker dealer was paid 100,000 units as commission. This is the first equity raise in the filings, after the Rayat loans that funded the algae research.
What it means for a shareholder
4.0m new shares at $0.600 to raise about $2.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On January 31, 2008 the company issued another unsecured demand note, $100,000 at 10.25% interest, to Harmel S. Rayat, for the same stated purposes as the October 2007 loan. This continues the company's funding from Rayat, and it also references a January 29, 2008 news release on a continuous growth and extraction process for separating bio-oils from microalgae.
On October 16, 2007 the company issued a $300,000 unsecured demand note to Harmel S. Rayat at 10.75% interest, to fund research and development, salaries, legal and accounting fees, investor relations and working capital. The board also extended 6,880,000 warrants (from a $250,000 October 2001 financing, 2,200,000 held by Rayat family members) from October 17, 2007 to October 17, 2008. Rayat is the company's Secretary and Treasurer.
On September 17, 2007, International Energy, through its wholly owned subsidiary International Energy Corp., signed a research agreement with The Regents of the University of California in algal biochemistry and photosynthesis. The filing gives no cost or terms in its text; the agreement is attached as an exhibit.
This amendment repeats the March 2006 auditor change (Ernst & Young out, Peterson Sullivan in) and attaches Ernst & Young's letter. Ernst & Young agreed with most statements but said it was appointed on June 30, 2005 and could not comment on board approval.
Effective March 13, 2006 International Energy dismissed Ernst & Young and engaged Peterson Sullivan, PLLC to audit the year ending March 31, 2006. Ernst & Young's report on the year ended March 31, 2005 included a going-concern uncertainty paragraph, and the filing reports no disagreements.
Now named International Energy, Inc. (the name change announced in June 2005), the company reported that Moore Stephens merged into Ernst & Young LLP on May 5, 2005, so Ernst & Young became its auditor. Moore Stephens' report for the year ended March 31, 2004 carried a going-concern doubt, and Moore Stephens agreed with the filing except it could not confirm board approval.
On June 10, 2005 the board approved 10-year stock options over 2,000,000 shares (1,250,000 to Ranjit Bhogal and 750,000 to Jeet Sidhu) at $0.515, out of 5,000,000 shares reserved under the 2002 plan. The same day a news release announced a reorganization with two new wholly owned operating subsidiaries, a name change and a four-for-one forward split; the filing gives no further detail on these.
Effective January 12, 2004, e.Deal.net dismissed Clancy and Co., P.L.L.C. and appointed Moore Stephens Ellis Foster Ltd., LLP as auditor, with board approval. Clancy's reports for the years ended March 31, 2002 and 2003 included a going-concern uncertainty paragraph, there were no disagreements, and Clancy's letter agrees with the company's statements.
This amendment repeats the August 2002 auditor-change report (Berenfeld dismissed, Clancy and Co. hired) and adds the exhibit 16 letter on the change of accountant that the original had left blank. No new substance beyond that.
The company, filing under the name e.Deal.net, Inc., dismissed its auditor Berenfeld, Spritzer, Shechter & Sheer effective July 30, 2002 and hired Clancy and Co., P.L.L.C. The board approved the change. Berenfeld's earlier report carried a going-concern uncertainty paragraph, and the filing reports no disagreements with it.
