14 Dec 2007listing compliance notice▼ BadMajor
BREK ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Dec 2007business combination● NeutralMajor
At a December 12, 2007 special meeting, Brek shareholders approved the Gasco merger and the merger agreement as amended on January 31, May 29 and October 22, 2007. The vote was 61,563,110 shares, more than 76% of shares outstanding and entitled to vote. This clears the shareholder approval condition; the filing does not say the merger has closed.
10 Dec 2007asset acquisition disposition● NeutralMajor
On November 30, 2007 Brek completed the spin-off of Rock City Energy, which holds Vallenar Energy and its Rocksprings Prospect interests in Texas (being developed by an unrelated third party). Shareholders with 1,000 or more shares got Rock City stock at a rate of .100403 per share (8,000,000 shares distributed); others got cash at $0.022 per share. The filing says the spin-off was a condition of the Gasco merger, so Brek's shareholders now hold the Rocksprings assets outside Brek.
1 Nov 2007capital raising announcement● Neutral
Brek sold 937,500 shares at $0.16 each, for $150,000, to five people: directors Nazmack, Robinson, Pek and Malone, and Susan Jeffs, wife of CEO Richard Jeffs. The proceeds are for working capital, including expenses of completing the Gasco merger. This adds new shares and shows insiders funding the pending deal.
What it means for a shareholder
937,500 new shares at $0.160 to raise about $150,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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23 Oct 2007business combination● Neutral
Brek and Gasco signed a Third Amendment extending the optional termination date for the merger from October 31, 2007 to December 31, 2007. All other terms stay in force, so the Gasco merger is still not completed more than a year after it was signed.
1 Feb 2007business combination● Neutral
Brek and Gasco extended the date after which either side can terminate the merger from January 31, 2007 to May 31, 2007. All other merger terms stay the same, so the Gasco deal from September 2006 is still pending and not yet completed.
3 Oct 2006material agreement● NeutralMajor
On September 28, 2006 Brek cut the exercise price of all 18,534,460 outstanding warrants to one-third of their original $0.25-$0.90 prices, through the earlier of October 31, 2006 or each warrant's expiry. If every holder exercised, Brek would receive about $2,303,242 and issue more shares. Holders need not accept, and the original prices return after the period.
21 Sept 2006business combination● NeutralMajor
On September 20, 2006 Brek agreed to be acquired by Gasco Energy (the company whose preferred stock Brek has held since 2001), with Brek surviving as a wholly owned Gasco subsidiary. Gasco will issue 11 million of its common shares for all Brek common shares, calculated on a fully diluted basis. It needs Brek shareholder approval and an effective S-4 registration. Brek could owe a $1.0 million termination fee plus up to $1.0 million of Gasco's expenses in some circumstances. Insiders including CEO Jeffs (about 18%) signed a voting agreement to back the deal. The agreement text also refers to a subsidiary spin-off, but the visible text does not detail it.
30 May 2006material agreement▲ GoodMajor
Brek's Vallenar Energy subsidiary, through Nathan Oil Partners, signed a letter agreement with Chesapeake Exploration to develop the Rocksprings Prospect in Edwards County, Texas. Nathan Oil assigns its interest in leases below 1,500 feet; Chesapeake can earn 75% by drilling, and Nathan can back in for 25% after the first 10 wells recover their costs. Chesapeake pays for a 3-D seismic survey and owes $500,000 if it fails to drill an initial well before a lease expires and cannot extend or replace it. The filing says the press release gives the later-well back-in as 6.5% while the agreement says 6.25%.
20 Mar 2006auditor change● Neutral
Amendment #2 to the February 2006 auditor change report restates that Hall & Company resigned on February 21, 2006 and Mendoza Berger was engaged. It keeps the March 3 correction that Hall's 2004 and 2003 reports were modified for going concern uncertainty, and adds Hall's March 13, 2006 letter agreeing with the statements about its firm. This only completes the earlier correction and adds no new facts.
17 Mar 2006auditor change● Neutral
This amended report repeats the November 2004 change of auditor: Deloitte Touche Tohmatsu resigned on November 24, 2004 and Hall & Company was engaged. It says Deloitte's reports for 2001 and 2000 were not qualified and there were no disagreements. It adds Deloitte's letter agreeing with the statements, and no new business developments.
3 Mar 2006auditor change▼ BadMajor
This amendment corrects the February 2006 auditor change report: Hall & Company's 2004 and 2003 reports were modified due to uncertainty about BREK's ability to continue as a going concern, which the original filing had not mentioned. This contradicts the earlier statement that the reports were not qualified or modified, and is a negative signal for shareholders. The rest of the auditor change is unchanged.
24 Feb 2006auditor change● Neutral
Hall & Company resigned as BREK's auditor on February 21, 2006, and Mendoza Berger & Company was engaged. The filing says Hall's reports for 2004 and 2003 had no adverse opinion and no disagreements. BREK kept its current audit engagement partner, who moved to the new firm.
20 Dec 2004capital raising announcement● NeutralMajor
BREK disclosed several private share sales made in 2004, each selling units of one share plus one warrant. Cash raised: $437,500 (units at $0.05), $700,000 and further amounts of $50,000 and $100,000 (units at $0.20), $700,000 (units at $0.15), and $765,000 (units at $0.20), plus $10,000 in a small extra closing. Shares were also issued to settle about $68,750 of debts and, with warrants, for an oil and gas well valued at $279,392. Existing shareholders' stakes are diluted by these issuances (inference).
14 Dec 2004auditor change● Neutral
Deloitte Touche Tohmatsu resigned as BREK's auditor on November 24, 2004, and Hall & Company was engaged the same day. The filing says Deloitte's reports for 2001 and 2000 had no adverse opinion and there were no disagreements. The company's address is now London.
6 Mar 2002business combination● NeutralMajor
The company, renamed BREK Energy Corporation (the name change was filed January 31, 2002), disclosed a shareholder rights plan adopted December 5, 2001 with U.S. Bank, N.A. as agent. The rights, issued to holders of record on March 20, 2002 and expiring December 31, 2020, let holders buy five shares at $0.01 each if a person acquires 10% or more without board approval. The filing says the plan is meant to deter coercive takeover tactics but not negotiated deals.
2 Nov 2001asset acquisition disposition● NeutralMajor
First Ecom.com sold all the stock of FEDS, which it had fully acquired in June 2001, completing the sale on October 22, 2001. It received US$1.66 million upfront and US$1.34 million as repayment of a FEDS loan, plus 40% of FEDS's net operating profit for three years with a guaranteed minimum of $2 million and maximum of $3 million. This contrasts with the June 2001 statement of commitment to the payment business.
23 July 2001asset acquisition disposition● NeutralMajor
First Ecom.com paid $19 million for Gasco Energy Series A Preferred Stock, convertible into 9.5 million Gasco common shares and carrying 26% of Gasco's combined voting power while at least half remains outstanding. The press release says this replaces the previously planned merger with Gasco, that First Ecom plans to become a gas business, and that the payment business is still to be restructured and spun off. It also provides for board seats exchanged between the two companies, and a three-year restriction on selling the stake (10% of the common shares per year allowed).
22 June 2001asset acquisition disposition● NeutralMajor
First Ecom.com bought the 50% of First Ecommerce Data Services Limited (FEDS) it did not already own from the Bank of Bermuda for $4.25 million, paid from working capital, making FEDS wholly owned. The press release says this shows commitment to the payment processing business despite the previously announced proposed Gasco Energy transaction.
25 Sept 2000auditor change● Neutral
Under its earlier name First Ecom.com, the company said KPMG resigned as its auditor and Deloitte Touche Tohmatsu was hired, effective September 21, 2000. The filing states KPMG's reports had no adverse opinion and there were no disagreements.
17 Dec 1999listing compliance notice▼ Bad
BREK ENERGY CORP withdrew a registration statement, abandoning the offering it covered.