Each one in plain English, with the numbers worked through for a shareholder.
18 Nov 2010material agreement● NeutralMajor
The company took $525,000 in 30-day non-interest-bearing loans (due December 11, 2010), convertible into the private offering, and used part to lend $485,000 to Holms Energy to fund the Greenfield mineral-rights option. Shareholders holding 81.4% of the 6,157,500 shares voted for all four proposals, including the 40,000,000-share issuance to Holms, the option plan increase and the name change to Bakken Resources. The private offering and the Holms option deadline were extended to November 30, 2010. This moves the Holms deal forward.
This amendment corrects the name of one investor in the November 1, 2010 placement, now given as Richard Townsend ($10,000) instead of Gary Kearney. All other terms are unchanged.
On November 1, 2010 the company sold 140,000 shares at $0.25 ($35,000) with 70,000 three-year warrants at $0.50 to two investors, again using the money to pay accounts payable. This is a small raise separate from the larger private placement tied to the Holms deal.
What it means for a shareholder
140,000 new shares at $0.250 to raise about $35,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company's subsidiary, Multisys Acquisition, obtained an option (agreement dated June 21, 2010, extended to November 15, 2010) to buy oil and gas royalty rights on about 6,000 gross acres in McKenzie County, North Dakota (Bakken Formation) from Holms Energy, LLC. Exercise requires $100,000, 40,000,000 new shares and a 5% overriding royalty for ten years. Holms' members would end up with about 71% of the company, heavily diluting the existing holders of 6,157,500 shares, and the name would change to Bakken Resources, Inc. The option depends on raising at least $1,500,000 in a private placement and raising the stock option plan from 1,000,000 to 5,000,000 shares.
On June 9, 2010 the company dismissed its auditor Li & Company, PC and hired MaloneBailey, LLP. The filing states there were no disagreements, and Li & Company's prior reports carried only a going-concern explanatory paragraph.
On May 28, 2010 CEO Janelle Edington lent the company a further $15,000 on a 180-day note at 6% interest, maturing November 23, 2010. This adds to her earlier $6,500 loan from November 2009.
The company sold 200,000 shares at $0.05 per share ($10,000) to a single accredited investor, Southwest Consulting Services, LTD, with no fees. The filing says the money was used up paying outstanding accounts payable. The agreement is dated as November 9, 2009 in the text, while the exhibit is dated April 16, 2010.
On November 9, 2009 the company (then named Multisys Language Solutions, Inc., the earlier name of what became Bakken Resources) borrowed $6,500 from its President/CEO Janelle Edington on a 180-day promissory note at 6% interest, maturing May 8, 2010. This is a small loan from an insider.
