14 June 2010securities registration● Neutral
Baron Energy Inc. filed notice of an exempt private placement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 June 2010debt financing● NeutralMajor
This resolves the March 2010 default notice: on June 2, 2010 Baron signed a $1,000,000 loan agreement with American State Bank (effective May 1), as two notes of $550,000 and $450,000 maturing September 1, 2010, and the bank agreed not to pursue the earlier defaults. The loan is secured by mortgages on Baron's properties and guaranteed by Steinocher, Hamilton and Pierce-Hamilton Energy Partners, who pledged about 3.0 million Baron shares. It also includes a $50,000 letter of credit for the Texas Railroad Commission that the bank will not renew beyond August 1, 2011.
5 Apr 2010securities registration● Neutral
Baron Energy Inc. filed notice of an exempt private placement.
11 Mar 2010debt financing▼ BadMajor
Baron disclosed that it assumed loans from American State Bank in the Esconde/Permian merger and that on March 4, 2010 the bank gave notice of default, saying $688,724.40 (Permian) and $299,282.29 (Esconde), plus interest, were owed after the loans matured March 1, 2010. The bank threatened to foreclose on the pledged oil and gas properties in 10 days and to seek a deficiency judgment. Baron also announced a non-binding term sheet for up to a $10 million equity line with Kodiak Capital Group over three years, which depends on final agreements, and a March 13 conference presentation.
26 Feb 2010business combination● NeutralMajor
Baron completed its merger with Esconde Resources and Permian Legend Petroleum effective Feb 22, 2010, issuing 40,000,000 new shares so the former owners hold 50% of Baron (80,000,000 shares outstanding). This is the deal outlined in the Dec 2009 Pertex letter of intent, now done by merger (the filing names only Esconde and Permian as acquired). Baron first redeemed 8,600,000 shares from founder Albert Abah, and a 1-for-2 reverse split effective March 4, 2010 cuts shares to 40,000,000. The assets are about 3,100 gross acres in the Permian Basin of west Texas with current net production of about 39 barrels of oil equivalent per day. Esconde and Permian's Ronnie Steinocher (CEO, Chairman) and Lisa Hamilton (CFO) replace Michael Maguire, who resigned, and HQ moves to Midland, Texas. Audited financials and pro forma figures are still to come.
10 Feb 2010capital raising announcement● Neutral
Baron disclosed several recent share sales: 300,000 shares at $0.10 ($30,000) accepted December 12, 2009 to a non-U.S. buyer; 1,900,000 shares at $0.10 ($190,000) to accredited investors in January 2010; and the 2,000,000 shares issued February 8, 2010 to the investor-relations firm under the January 29 agreement. Cash raised totals $220,000, at a price well below the $0.50 paid in the 2008 placement.
What it means for a shareholder
300,000 new shares at $0.100 to raise about $30,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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4 Feb 2010material agreement▼ Bad
On January 29, 2010 Baron hired Capital Financial Media to run investor relations and email marketing through February 15, 2011. It will receive 2,000,000 restricted shares plus $150,000 ($50,000 non-refundable deposit on signing, $100,000 due before its first email to Small Cap Fortunes subscribers).
16 Dec 2009material agreement● NeutralMajor
On December 15, 2009 Baron signed a non-binding letter of intent to acquire oil and gas assets from three private Texas partnerships (Pertex Production, Esconde Resources, Permian Legend Petroleum) across nine Texas counties, with working interests of 5% to 100%. Payment would be in restricted Baron stock so that, if all assets are acquired, Pertex-related holders own 50% of Baron. Completion depends on due diligence and approval of final agreements, so it is not yet a done deal.
12 June 2009substantial holder notice● Neutral
Phoenix Capital Opportunity Fund, LP disclosed a new substantial Baron Energy Inc. shareholding (10.84% of votes).
10 June 2009auditor change● Neutral
On June 9, 2009 Baron dismissed its auditor Malone & Bailey and hired GBH CPAs, PC (the firm that had audited the Lucas properties statements in the 2008 acquisition). Malone's reports for fiscal 2008 and 2007 had no adverse opinion, and the filing reports no disagreements.
11 May 2009asset acquisition disposition▼ BadMajor
This amendment changes the TMG Partners deal: the share count rises from 9,000,000 to 18,000,000 restricted shares if all TMG members accept. A first closing with majority holders covers 11,230,000 shares, with 6,770,000 more for the remaining holders. This doubles the dilution stated in the April filing. The amendment also gives the agreement date as April 6, versus April 7 in the original.
13 Apr 2009asset acquisition disposition● NeutralMajor
On April 7, 2009 Baron agreed to acquire 100% of TMG Partners, LLC in exchange for 9,000,000 restricted Baron shares. TMG (founded August 11, 2008) explores the Deep Yegua gas trend in South Texas. The filing describes Baron as an exploration-stage company with no revenues, and for shareholders the deal means a large issuance of new shares.
16 Dec 2008late filing notice▼ Bad
Baron Energy Inc. notified the SEC that its quarterly report would be filed late.
14 Oct 2008asset acquisition disposition● NeutralMajor
Baron bought 100% of the working interests in the Rendham Pool, Green Lease (Green K and Green M leases) in Baylor County, Texas from Lucas Energy for $213,500, closing October 14, 2008. It also took on all liabilities, including well-plugging obligations and a duty to deliver 225 barrels of oil to a third party. The properties' revenue was $25,566 against $27,947 of direct operating expenses for the year to July 31, 2008, and reserves were 4,001 barrels at that date.
8 Sept 2008capital raising announcement● Neutral
Baron Energy completed a private placement on August 29, 2008, selling 700,000 shares of common stock at $0.50 per share for $350,000 in total. This is new money from the sale of shares, following the company's 2007 registration of a small offering.
What it means for a shareholder
700,000 new shares at $0.500 to raise about $350,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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5 Nov 2007securities registration● Neutral
Baron Energy Inc. amended a filing by which it registered a small-business securities offering with the SEC.
11 Oct 2007securities registration● Neutral
Baron Energy Inc. registered a small-business securities offering with the SEC.