Each one in plain English, with the numbers worked through for a shareholder.
11 Aug 2014capital raising announcement● NeutralMajor
Baron issued Series A Convertible Preferred Stock at $1.00 a share: 250,000 shares to Petro Capital Energy Credit for $250,000 cash (Aug 8, 2014), and 2,602,354 shares to 6 parties in exchange for cancelling the same amount of promissory note debt and interest (Aug 7, 2014). This converts debt to preferred equity, which can later convert to common stock and dilute holders.
Baron sold three convertible notes of $33,333 each on February 2, 2012 (to Roger Tichenor, Siesta Fiesta Holdings and Randall Oser), raising $99,999 at 8% interest, due Feb 2, 2013, with proceeds for working capital. After 180 days the holders can convert into shares at the higher of 80% of a recent low-price average or $0.005, so repayment in shares could dilute existing holders. The filing was made in September 2012, well after the event.
This amendment adds share-issue details to the June 2010 American State Bank loan filing. To get the consent of two subordinated lenders, Baron issued 250,000 shares (valued at $50,000) to Charles Darter and 557,435 shares (valued at $111,487) to four BaseLine affiliates on June 15, 2010. That is 807,435 shares in total, which adds to the share count.
On March 11, 2011 Baron settled four small old notes (originally signed by Esconde in 2005, plus some later loans) by issuing restricted shares instead of cash: 59,615 to Lavaca Energy, 232,288 to PWH Resources, 45,215 to SJM Family and 789,303 to Pierce-Hamilton Energy Partners. That is 1,126,421 new shares in total, which adds to the share count; the filing does not state the total debt cleared.
On February 22, 2011 Baron hired Sunrise Securities Corp. as financial adviser for debt and equity financings, restructuring and acquisitions. Fees are 7% of equity raised, 3% of debt and 5% of convertible instruments, and Sunrise received warrants for 1,250,000 shares at $0.01 each. It earns another 1,250,000 warrants if Baron recapitalizes all its current debt, and 2,500,000 more if a merger or asset deal is completed. For shareholders, any of these would add shares at a very low price.
On August 31, 2010 American State Bank sold the loan to Newton Energy, Inc., and Baron replaced it with a $1,006,000 note at 13.5% interest maturing August 25, 2015, with interest-only payments of $11,317.50 a month until September 2011, then $27,238.78 a month. The new note releases the officers' share pledges and guarantees, while the property security stays in place. Prepayment before August 31, 2011 carries a penalty of $135,810 less interest paid. Separately, Baron issued 420,168 shares to CEO Steinocher in place of $50,000 cash pay for Feb 22 to May 12, 2010. The Kodiak equity line is not mentioned.
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.
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.