Each one in plain English, with the numbers worked through for a shareholder.
30 Apr 2013material agreement▼ Bad
On April 26, 2013 Armada agreed with buyers of 700,002 of the 800,002 units sold in its November 2012 private placement at $0.90 per unit to give them 559,998 extra units at no added cost. Their Series D warrants now expire March 1, 2018 and the exercise price drops from $1.25 to $0.75 from May 26, 2013. In return those buyers release Armada from past claims over the purchase. Armada expects similar deals with the remaining buyers but says that is not assured. This dilutes other shareholders, and the release suggests (inference) a concern about possible claims, though the filing does not say why.
On April 19, 2013 the board granted stock options at $0.40 to non-employee directors (50,000 each, plus 10,000 for Wold as Audit chair and 5,000 each for Hern and Zaziski as committee chairs) and 500,000 fully vested options each to Griffin and Cerna. Two-year employment agreements, retroactive to April 1, 2013, set salaries at $210,000 for Griffin (CEO) and $144,000 for Cerna (President); Cerna's replaces his earlier agreement. Directors will also get $750 a month in cash. The options add to the share count if exercised, which is an inference.
The Mesa acquisition closed on March 28, 2013: Armada bought 100% of Mesa Energy, Inc., which holds substantially all of Mesa's assets, and Mesa will distribute 0.40 Armada share per Mesa share to its holders before dissolving. After the distribution, former Mesa and Armada holders will own about 62.4% and 37.6% of Armada. Three old directors (Bhogal, Matthews, Moss) resigned and Griffin, Unruh, Schlumberger and Zaziski joined the board. The F&M Bank & Trust lender consented and released Mesa as guarantor of Mesa Energy, Inc.'s loan, with Armada giving a replacement guaranty. This resolves the pending-deal thread from the S-4 filings. The S-4 was declared effective March 15, 2013.
Pre-Effective Amendment #4 to the Mesa-deal S-4 was filed solely to update the exhibit list in Part II (Item 21). The explanatory note says no other changes were made to the prospectus or Part II. It lists the November 14, 2012 agreement and the February 19, 2013 Amendment No. 1 among the exhibits. The registration still covers 33,732,191 shares and is not yet shown as effective.
On March 5, 2013 Armada signed a third amendment to its Wyoming Purchase and Option Agreement with TR Energy, changing the payment schedule so the first installment is due on or before April 15, 2013. All other terms are stated as unchanged. This continues the 320-acre option payments, whose first installment ($250,000) had been due February 28, 2013; the filing does not give the amount of the installment or say whether later due dates moved, and does not explain the reason.
Armada filed Pre-Effective Amendment #3 to the Mesa-deal S-4. The visible text repeats the same terms (0.40 ratio, 33,732,191 shares, 62.4%/37.6% split, majority written consent of Mesa holders) and still has blank mailing dates. It refers to the agreement 'as amended', matching the February 19 amendment. The filing is truncated and the text shown does not say what else changed. The deal remains pending.
On February 19, 2013 Armada, Mesa and Mesa Energy, Inc. signed Amendment No. 1 to the November 2012 acquisition agreement. It pushes the deadline for Mesa holder consent from February 18 to April 20, 2013 and the closing deadline from February 28 to April 30, 2013. It also revises the planned post-closing leadership: board of Griffin (Chairman), Cerna, Eric Wold, Unruh, Hern, Zaziski and Marceau Schlumberger; management of Griffin as CEO, Cerna as President, David Freeman as COO and Rachel Dillard as CFO. Freeman was earlier listed as EVP Gulf Coast and Unruh as COO. The filing does not state why the dates were extended (that the deal had not closed by the original dates is an inference).
Armada filed Pre-Effective Amendment #2 to the Mesa-deal S-4. The visible text repeats the terms already known: 0.40 Armada share per Mesa share, up to 33,732,191 shares, about 62.4% Mesa and 37.6% Armada holders afterwards, and Mesa holder consent by majority (insiders with voting agreements hold about 37%). The mailing date is still blank and the registration is not yet effective, so the deal is still pending. The text shown does not say what changed from the prior version (the filing is truncated).
On January 10, 2013 Armada amended its Wyoming purchase and option agreement with TR Energy for the second time, acknowledging it has exercised an option to pay $736,000 for an additional 320 acres. Payment is split into $250,000 by February 28, 2013, $243,000 by April 30, 2013 and $243,000 by May 1, 2013. This is a new cash commitment tied to the Overland Trail project, and the filing does not say how it will be funded.
This amendment to the Mesa-deal S-4 was filed only to add exhibits and XBRL data to Part II. The explanatory note says nothing else changed. The registration still covers the same 33,732,191 shares.
Armada furnished an investor presentation on the proposed Mesa combination, with the usual notices. The text shown does not add new terms: it restates the 0.40 ratio, the November 14 agreement, the S-4 filed November 29 (not yet effective) and the closing conditions. Armada is not asking its own shareholders for approval.
Armada filed the S-4 registration statement to register up to 33,732,191 shares to be issued to Mesa holders in the Mesa acquisition; it also serves as Mesa's consent solicitation. It repeats the 0.40 ratio and about 62.4% Mesa / 37.6% Armada ownership after closing. The filing is not yet effective, and the document is still a draft with blanks, such as the mailing date. This is the registration step flagged as open in the context.
On November 14, 2012 Armada signed a binding asset purchase agreement with Mesa Energy Holdings and its subsidiary Mesa Energy, Inc. (MEI), turning the October non-binding letter of intent into a definitive deal. Armada would buy all of MEI (substantially all of Mesa's assets) for 0.40 Armada share per Mesa share (about 34 million shares, fixed ratio); Mesa would then dissolve, and Mesa holders would own about 62% and current Armada holders about 38%, versus the 57%/43% in the LOI. Armada shareholders do not vote on it. Closing needs Mesa holder consent (majority), an effective S-4 and other conditions. Armada would be based in Dallas, with Mesa's Griffin as CEO and Cerna as President.
On November 2, 2012 (effective October 22) Armada Oil signed a Seismic and Farmout Option Contract with Anadarko, giving it a permit until May 1, 2013 to run a 3D survey on Anadarko-owned land. The company committed to drill a test well on that acreage by August 1, 2013 and to give Anadarko the survey data. If it drills and completes a producing test well, it earns a three-year lease on the drillsite section with a 20% royalty. The contract ends automatically if the survey is not finished by May 1, 2013.
On October 3, 2012 Armada Oil announced a non-binding letter of intent to combine with Mesa Energy Holdings, Inc., issuing 0.325 Armada shares per Mesa share (stated as about a 134% premium to Mesa's $0.168 close). Mesa holders would own about 57% and current Armada holders about 43%. The combined company would keep the Armada Oil name, be based in Dallas and be run by Mesa's Randy Griffin as CEO, with James Cerna Jr. as President. A reverse split to support a national exchange listing is contemplated. Closing needs due diligence, definitive agreements and approvals, the aim is year-end, and the company itself cautions that expectations of completion are speculative. For existing holders, this would mean dilution to a minority stake if completed.
This amendment adds unaudited pro forma figures for the March 30, 2012 Armada Oil and Gas purchase. It values the consideration at $24,387,356: 8,870,000 shares at the $1.80 closing price ($15,966,000), Series B warrants at $4,125,716 and Series C warrants at $4,295,640. Of that, $24,020,538 is assigned to the Wyoming property, plus $378,436 cash less $11,618 payables. The property value rests on a valuation firm's range of $19.26 million to $27.67 million, far above the $900,000 the seller was paid for the leasehold, so this is a large accounting value, not cash spent. The filing also repeats the 43.7% ownership by the Armada holders and notes the 10-K was filed June 27, 2012.
Effective July 2, 2012, Armada Oil signed an agreement with Geokinetics USA, Inc. to run a 3-D seismic survey over about 41.05 square miles (26,272 acres) of its Carbon County, Wyoming acreage. This moves the Overland Trail project from older 2D data toward new survey work. The filing does not state the survey's cost, and parts of the supplement are redacted.
15 June 2012asset acquisition disposition● Neutral
This amendment adds the audited accounts of the private company bought on March 30, 2012 (now called Armada Oil and Gas, Inc.; NDB Energy has taken the name Armada Oil, Inc.). For the period from January 19, 2012 (inception) to March 29, 2012 it shows a net loss of $24,985, cash of $378,436, a $900,000 Wyoming leasehold (bought from TR Energy) and equity of $1,266,818. The auditor (MaloneBailey) included a going-concern warning because cash is inadequate for expected expenses. The notes say a vertical test well must be drilled by August 1, 2012 and the option on the remaining 23,700 acres runs to March 31, 2013.
The Armada deal closed on March 30, 2012, on the terms announced on March 27. Armada is now a wholly owned subsidiary, and its former holders own about 43.7% of NDB. Armada's Wyoming project covers 25,000+ acres, of which it has acquired 1,280 acres plus data and 2D seismic, with an option on 23,700+ more acres. David Moss, Armada's founder and President since January 2012, joined the board. Director Derek Cooper, who led the company from 2005, resigned as a director with no stated disagreement. Existing shareholders are diluted to a minority position.
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.
