Each one in plain English, with the numbers worked through for a shareholder.
4 Feb 2019capital raising announcement▼ Bad
On January 29, 2019 the company issued 3,956,147 common shares at $0.20 to Series A preferred holders as payment of 2018 interest, bringing common shares outstanding to 48,956,147. This follows the same practice for 2017 interest and dilutes common holders.
What it means for a shareholder
4.0m new shares at $0.200 to raise about $791,229. That's 8.1% dilution: every existing holder's slice gets 8.1% smaller. If you held $1,000 of shares (5,000 at the issue price), your slice goes from 0.0111% to 0.0102% of the company. To keep it you'd need 440 more shares - about $88 at the issue price.
On September 21, 2018 the company drew a further $500,000 (Tranche B) on its $3,000,000 senior secured facility, bringing the funded total to $2,250,000. It issued 250,000 warrants, on the same terms as the March 2018 Tranche A.
On April 13, 2018 the company dismissed Anton & Chia, LLP, the auditor it hired in 2015, and hired Malone Baily, LLP of Houston. The filing says prior reports had no adverse opinion or disagreements, apart from a going-concern uncertainty paragraph.
21 Mar 2018capital raising announcement● NeutralMajor
On March 16, 2018 the company closed a $3,000,000 senior secured debt facility with a one-year term and 10% interest, of which $1,750,000 (Tranche A) was funded, with 875,000 five-year warrants at $0.10. Further draws are at the lender's discretion. The filing says it retired the earlier bridge loan and is the only debt currently owed, resolving that open thread. It also signed a joint venture to fund two development wells: the partner funds 100% of the working interest and gets 90% of oil sales until payout plus an 18% return on capital, after which production reverts to the company 80/20.
On February 15, 2018 the company sold 1,250 more Series A preferred shares for $25,000, bringing Series A to 395,615 shares convertible into 39,561,500 common shares. It also issued 550,262 common shares at $0.20 to vendors for 2017 services, bringing common shares outstanding to 45,000,000.
On December 29, 2017 the company sold 12,500 Series A convertible preferred shares for $250,000 cash. Each is convertible into 100 common shares at $0.20, and 394,365 Series A shares are now outstanding, convertible into 39,436,500 common shares. It also issued 3,101,736 common shares at $0.20 to Series A holders as 2017 interest, leaving 44,449,738 common shares outstanding. Conversion of the preferred would add substantially to the share count (inference: significant future dilution).
On April 24, 2015 the company dismissed its auditor De Joya Griffith and hired Anton & Chia, LLP. The filing says the prior reports had no adverse opinion or disagreements, though they included a going-concern uncertainty paragraph.
On March 30, 2015 the company issued 1,400,000 shares at $0.15 to Cibolo Creek Partners, a Texas private equity firm. This covered converting the $100,000 note (plus $2,164.38 interest) and $107,835.62 of new money. Board member Jim Walesa is a member of Cibolo Creek Partners. This resolves the December 2014 convertible note, but the conversion price of $0.15 is below the note's original $0.33 conversion price in the December filing and dilutes existing holders.
The company said the Yowlumne 2-26 recompletion succeeded and the well has averaged about 25 barrels of oil per day over the past 10 days, following the December 2014 financing for that work. It also said it sued San Benito County on February 27, 2015, asking the court to rule that the new Measure J (described as a measure to ban oil operations in the County) conflicts with state law and is of no force. This follows the earlier adverse Superior Court ruling on Project Indian's approval, and the Measure J suit is unresolved. The release also says a CEQA application for two more Yowlumne exploration wells is within 90 days of completion.
31 Dec 2014capital raising announcement● NeutralMajor
On December 26, 2014 the company completed two financings. One is a $100,000 one-year note at 10% interest, convertible into stock at $0.33 per share. The other is $300,000 to be used to recomplete the Yowlumne #2-26 well, with investors receiving 75% of the net revenue interest from that well until repaid and then a 3% overriding royalty, pending mineral owner consent. A member of the company's Board of Directors was in the investor group. It also issued 475,000 shares for engineering, accounting and legal expenses, bringing shares issued to 31,389,000. This moves the Yowlumne work from permitting toward actual well work, but gives up most of that well's revenue until the investors are repaid.
The company reported that its first Project Indian well, Indian #1-15, produced about six barrels of oil per day over the past seven days, after steam injection in May. It says this is the first oil produced on the structure and plans a Phase II with an environmental impact report for full field development and long-lead equipment purchases. It also noted an adverse Monterey County Superior Court ruling against the County's approval of the project and said it will keep working with the County. Production is small, and the filing does not say how that ruling affects the project.
On August 4, 2014 the company issued 800,000 shares at $0.34 for $272,000 on early conversion of warrants. It also issued 400,000 shares to service providers valued at $0.34, bringing shares issued to 30,914,000. The additional shares dilute existing holders somewhat.
On March 31, 2014 the company closed a $500,000 bridge loan from two individual investors. The notes run 180 days at 10% interest, and the investors also received 500,000 warrants to buy stock at $1.00 per share for two years. This is new debt that must be repaid or refinanced. The filing also mentions investor meetings in New York on April 7-9.
27 Jan 2014capital raising announcement▲ GoodMajor
On January 22, 2014 the company raised $505,000 by selling 918,183 shares at $0.55. It also issued 918,183 shares to cancel about $307,500 of debt from September 2013 and 205,085 shares to service providers, leaving 29,714,000 shares issued. On January 24 it began drilling at Project Indian with the Indian #1-15 well, which it paid for 100%, and says the well confirmed its geologic interpretation of a heavy oil deposit. Commercial viability is still to be determined through completion and thermal recovery work.
On February 28, 2013 the company sold 100,000 shares at $0.34 for $34,000. It also issued 162,640 shares to cancel about $55,000 of debt and 750,000 shares to cancel about $257,500 of debt, both at $0.34. The debts dated from July 2011 and November 2012. This follows the earlier February 2013 raise at the same price and adds more shares.
8 Feb 2013capital raising announcement● NeutralMajor
On February 4, 2013 the company raised about $1.39 million by selling 4,086,000 shares at $0.34 each in a private placement, with no commissions. The press release says the money is for the Rancho Grande prospect in the San Joaquin Basin (with partner Sojitz Energy Ventures), Project Indian, more acreage and working capital. It describes Project Indian as a proposed 5-well pilot with the company at 60% and Sojitz at 40%. The sale adds new shares, diluting existing holders.
What it means for a shareholder
4.1m new shares at $0.340 to raise about $1.4m. That's 17% dilution: every existing holder's slice gets 17% smaller. If you held $1,000 of shares (2,941 at the issue price), your slice goes from 0.0145% to 0.0121% of the company. To keep it you'd need 591 more shares - about $201 at the issue price.
On February 22, 2012 the company's subsidiary sold Sojitz Energy Venture, Inc. an undivided 40% interest in the Project Indian lease (688.71 acres, San Benito County) for $350,000, subject to the lessor's consent. The two parties also signed a joint operating agreement covering the lease and an area of mutual interest, so the company now shares Project Indian with a partner. Armen Nahabedian is again the signing CEO, though the filing does not explain the change from Michael Finch.
The acquisition of Citadel Exploration, LLC closed May 3, 2011: the company issued 14,000,000 shares for 100% of the LLC and obtained cancellation of 7,690,000 affiliate shares. It is now an oil and gas exploration company whose property is the Indian Shallow Oil Development Project (688.71 leased acres in San Benito County, California, leased from Vintage Petroleum, an Occidental Petroleum subsidiary), and Michael J. Finch became CEO with a new board. This completes the deal announced in February.
The company and Citadel Exploration, LLC signed an addendum pushing the effective date for completing the acquisition conditions from April 1, 2011 to May 9, 2011. This is a delay of the February deal, not a change in its terms as stated in the filing.
On March 2, 2011 the company changed its name from Subprime Advantage, Inc. to Citadel Exploration, Inc., ahead of the planned acquisition of Citadel Exploration, LLC. It also approved a 12-for-1 forward split (record date March 22, 2011) that raises shares outstanding from 1,158,000 to 18,960,000, as the February agreement required.
Subprime Advantage, Inc. (the shell that registered its offering in 2010) agreed on Feb 28, 2011 to buy 100% of Citadel Explorations, LLC, a California oil and gas company, for 14,000,000 post-split shares. The deal also calls for a 12-for-1 forward split, Armen Nahabedian to replace the current officers and directors, cancellation of 7,690,000 affiliate shares, and a 400,000-share private placement at $2.50 per share.
