Each one in plain English, with the numbers worked through for a shareholder.
3 Mar 2011capital raising announcement● Neutral
On February 25, 2011 Daleco hired The Musser Group, a four-principal advisory firm, under an agreement running to February 24, 2013. It is paid only in stock, totalling 2,400,000 shares, plus pre-approved out-of-pocket costs. Daleco also issued warrants for 2,500,000 shares at $0.15, exercisable to February 24, 2016 but only once the stock's average bid/ask price has been above $1.00 for 30 consecutive trading days. The scope covers managed services, strategic planning and help carrying out board-approved strategies; the press release says the aim is to commercialise its mineral holdings. The new shares and warrants would dilute existing holders.
Daleco's board extended the September 2005 placement warrants a second time: participation warrants now expire September 16, 2007 (previously December 31, 2006) and contingent warrants September 16, 2008 (previously December 31, 2007). It also extended a warrant held by Terra Silex Holdings Ltd to September 16, 2007. Other terms are unchanged; the filing does not say how many shares the warrants cover.
15 Sept 2006security holder rights change● Neutral
Daleco's board pushed back the expiry of the participation warrants from the September 2005 $1,625,000 private placement, from September 16, 2006 to December 31, 2006, and the contingent warrants from September 16, 2007 to December 31, 2007. All other terms are unchanged. Holders get more time to exercise.
Daleco signed an agreement on May 23, 2006 to buy 119 producing wells and oil and gas leases covering about 17,000 acres in Athens, Morgan, Center and Washington Counties, Ohio. It also gets a gas gathering system, a saltwater disposal facility, two drilling rigs, two well servicing rigs and support equipment. Closing is due within 60 days, or later if due diligence needs more time. The filing states no price, and the schedules are still to be filed.
Daleco restated its filing of December 6, 2005, confirming it will restate its March 31 and June 30, 2005 quarterly reports and that investors should no longer rely on the originals. The issue is how it accounted for the stock and warrants received in the sale of its I-Squared and I-Top software to PSNet (later Ostara/Rheologics): it had carried them at cost, but after an SEC comment letter it will now account for them at fair value from January 13, 2005. The effects are non-cash: the March quarter shows available-for-sale securities up $3,092,973 and net income up $40,402, and the June quarter shows securities down $3,125,411 with no change in net income. Daleco still says its disclosure controls are effective.
Daleco agreed with the SEC staff to restate its quarterly reports for March 31 and June 30, 2005 because of how it presented the sale of software programs to Rheologics Technologies (formerly Ostara). Investors should not rely on the old figures once restated reports are filed, due by December 12, 2005. Daleco says it and its auditors believed the original presentation was proper.
Daleco closed a private placement on September 21, 2005 of 6,500,000 common shares at $.25, raising $1,625,000 gross, with warrants attached; it was sold by officers and directors with no commissions. The money is to retire its Class A Preferred Stock (tied to the Kane litigation) and for general working capital, and the new shares dilute existing holders.
What it means for a shareholder
6.5m new shares at $0.250 to raise about $1.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Daleco's subsidiary C.A. Properties signed the formal Operating License for Sierra Kaolin with Tecumseh Industrial Minerals, LLC (TIML), following through on the November 2004 Memorandum of Understanding. Terms: three-year primary term and continuing while TIML produces commercially, profits 65% TIML and 35% Daleco, TIML pays first-year costs. The counterparty is named TIML rather than TPA, as in the earlier memorandum.
Daleco signed a market and product development agreement with EEC North America, Organica Biotech and Enviro/Sci Corporation, approved by its board on February 24, 2005. The parties will share intellectual property under non-disclosure agreements extended to February 21, 2010 and explore a bundled product approach; the filing states no payments or financial terms.
Daleco's subsidiary C.A. Properties signed an agreement with Tecumseh Professional Associates to run and market its calcium carbonate interests in Cibola County, New Mexico, similar to the Sierra Kaolin deal. Profits split 65% TPA and 35% Daleco (the first $200,000 split 50/50), and TPA pays all first-year costs; the term is three years and continues as long as TPA produces commercial quantities.
This amendment adds detail to the September 2004 auditor departure: Shapiro had audited through the fiscal 2003 report, had been confirmed by shareholders for fiscal 2004, and resigned on his own. It also states his audit reports for the past two years included going-concern uncertainty statements, and that there were no unresolved disagreements.
Daleco and its subsidiary Clean Age Minerals signed a non-binding-style Memorandum of Understanding with Tecumseh Professional Associates (TPA) to run and market its Sierra Kaolin property in Sierra County, New Mexico. Profits would split 65% TPA and 35% Daleco, TPA would pay all first-year costs, TPA could get warrants for up to 1,500,000 shares at $.50, and TPA could buy the property at fair market value in the first year of each term, though Daleco need not sell.
Daleco's Audit Committee picked Vasquez & Company, LLP as its new auditor, replacing Jay J. Shapiro who stepped down in September 2004; the firm had never audited Daleco before. The company says it expects to file its annual report on Form 10-KSB on time.
