Each one in plain English, with the numbers worked through for a shareholder.
20 July 2017auditor change▼ BadMajor
On July 14, 2017 the company dismissed Sadler Gibb, the auditor engaged in November 2012, and hired Turner, Stone & Company. The filing says they disagreed over how much the oil and gas properties should be written down for fiscal 2015, and the board was unhappy with how long the audit was taking. The 2015 audit was never completed, so the company's financial statements for that year and later were significantly delayed. Turner Stone is to audit fiscal 2015 and 2016. Sadler Gibb's earlier reports for fiscal 2013 and 2014 were clean.
On November 17, 2014 the company and MP West Canada extended MP West's option to take additional working interests in the remaining 56 sections from December 31, 2014 to December 31, 2015. The option still requires committing $110,000,000 of financing. The filing now describes the interest as 45% to 50% on lands where the company holds 90% to 100%, versus the 40-45% and 80-90% described in 2013. The option has not been exercised, and the extension means more time before it is decided.
On September 19, 2014 the company and its two Alberta subsidiaries signed standard indemnification agreements with each director and executive officer, some of them re-signed. They cover liabilities arising from serving in those roles. This is a routine governance step with no new financing or asset change.
Between March 18 and June 27, 2014, the company bought and cancelled 5.5% of a disputed 6.5% overriding royalty claim on its Sawn Lake lands. It paid US$2,435,124 to Andora for a 3% interest and US$1,007,000 to director and majority shareholder Malik Youyou for a 2.5% interest, US$3,442,124 in total. The company does not admit the royalty is valid and says it acted to avoid an encumbrance or future litigation. Part of the payment went to a related party. The remaining 1% of the claim is not addressed.
This is Amendment No. 2 to the July 31, 2013 filing on the MP West Canada deal. It clarifies working interests, replaces the short subscription agreement with the full one, and adds the farmout agreement as an exhibit. The terms are the same as before: 45,111,778 shares for US$22,000,000, issued on or before November 30, 2013, plus up to US$40,000,000 of project funding and the US$110,000,000 option. Nothing new happened. The filing says the placement 'closed' but the shares are still to be issued.
The company told its Sawn Lake partner Andora on August 15, 2013 that it will take part in the SAGD demonstration project, under a July 30, 2013 operating agreement. The initial share of costs is C$12,073,512, due by September 16, 2013. The press release says the company's share, up to US$40 million, will be paid by MP West Canada under the July 31 farmout, so this follows through on that deal. Drilling and steaming are expected in fall 2013 and first oil in the first quarter of 2014.
This is a second, identical copy of the August 8, 2013 amendment, correcting only the typo in the date of Exhibit 4.1 in the August 5 filing. The Maurel et Prom placement and farmout terms are repeated and nothing new happened.
This amendment only corrects a typo in the date of Exhibit 4.1 (the subscription agreement) in the August 5, 2013 filing, to July 31, 2013. The Maurel et Prom placement and farmout terms are repeated unchanged and nothing new happened.
On July 31, 2013 the company agreed to sell 45,111,778 shares for US$22,000,000 (the press release says 48.8 cents each) to MP West Canada SAS, a subsidiary of Maurel et Prom, with shares to be issued on or before November 30, 2013. In a farmout the same day, MP West agreed to fund up to US$40,000,000 of the company's share of a SAGD demonstration project at Sawn Lake in return for a net 25% interest in the 12 sections where the company holds 50%, and gets an option to take 40-45% of the other 56 sections by committing US$110,000,000. This is a much larger partner and price than the US$0.07 raises of 2010-2012; the press release expects first production in early 2014.
17 Dec 2012asset acquisition disposition▲ GoodMajor
Effective December 3, 2012 the company bought the 10% working interest of its former joint venture partner 1132559 Alberta Ltd. in most of the Sawn Lake properties, for C$2,400,000, dropping two court actions it had filed against that company, and forgiving C$239,267.88 owed to it plus related defaults and penalties. It now holds 90% of 51 sections, 80% of 5 sections and 50% of 12 sections, across 43,015 gross acres; the press release says net acres rise from 31,376 to 35,360. This updates the earlier 80% interest in the 51 sections.
The company replaced its auditor Madsen & Associates, which it had re-engaged in 2005, with Sadler, Gibb & Associates, engaged November 16, 2012 (decision finalised December 11). The filing says this was on expiry of Madsen's term, its reports for fiscal 2010 and 2011 had no adverse or qualified opinion, and there were no disagreements.
12 Dec 2012capital raising announcement● NeutralMajor
On November 23, 2012 the company sold 42,857,142 units at US$0.07 for US$3,000,000 to one investor, director Malik Youyou, each with a share and a warrant at US$0.105 for three years. The filing says the company has 179,597,113 shares outstanding and Youyou holds 110,733,823 directly and indirectly; it says he would reach 72.6% only if he exercised all warrants and vested options. The press release says the funds allowed the first phase of the Horizontal Cyclic Steam Stimulation project at Sawn Lake to start, continuing the company's reliance on Youyou's funding.
What it means for a shareholder
42.9m new shares at US$0.070 to raise about US$3.0m. That's 24% dilution: every existing holder's slice gets 24% smaller. If you held US$1,000 of shares (14,286 at the issue price), your slice goes from 0.0104% to 0.00795% of the company. To keep it you'd need 4,477 more shares - about US$313 at the issue price.
15 Nov 2010capital raising announcement● NeutralMajor
On November 9, 2010 the company closed two private placements with two investors: 29,285,713 units at US$0.07 for US$2,050,000, each unit with one share and one warrant at US$0.105 for three years. This is far cheaper than the US$0.40 units sold in October 2008, so it dilutes existing holders heavily. The company says most of the money is for engineering and construction for its recently approved Cyclical Steam Stimulation production test at Sawn Lake.
What it means for a shareholder
29.3m new shares at US$0.070 to raise about US$2.0m. That's 22% dilution: every existing holder's slice gets 22% smaller. If you held US$1,000 of shares (14,286 at the issue price), your slice goes from 0.0134% to 0.0105% of the company. To keep it you'd need 3,918 more shares - about US$274 at the issue price.
On October 31, 2008 the company closed the second US$5,000,000 tranche: 12,500,000 units at US$0.40, the minimum price allowed, each with a US$0.60 warrant and a 0.16 fractional warrant at US$0.80, all expiring October 31, 2011. This completes the US$10 million placement announced in August, with more shares issued per dollar than in the first tranche, so dilution is greater. The press release says the funds are mainly for drilling six wells, with an optional seventh, as soon as weather permits.
What it means for a shareholder
12.5m new shares at US$0.400 to raise about US$5.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment only corrects an error in the August 15, 2008 filing: the warrants from the first tranche expire on August 14, 2011, not August 14, 2008. The financing terms are otherwise repeated unchanged, and nothing new happened.
15 Aug 2008capital raising announcement▲ GoodMajor
On August 14, 2008 the company closed the first half of a US$10 million private placement: 10,638,297 units at US$0.47 for US$5,000,000 from one investor, each with a US$0.71 warrant and a fractional warrant at US$0.95. The investor has agreed to buy a second US$5,000,000 tranche around October 31, 2008 at a price set by a formula (not below US$0.40). The press release says most of the money is for six wells, with an optional seventh, with drilling expected to start about November 1, 2008. The warrant expiry date in this filing is misprinted and corrected in the next filing.
What it means for a shareholder
10.6m new shares at US$0.470 to raise about US$5.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
14 Dec 2007material agreement termination▲ GoodMajor
On November 26, 2007 the company settled the Alberta lawsuit with Signet Energy (formerly Surge Global Energy Canada, now owned by Andora Energy), which had sued in June 2007. The February 2005 farmout is effectively terminated, Signet/Andora keeps the earned sections (the filing and press release describe a 40% interest in 12 sections) and reconveys title to 57.5 unearned sections to Deep Well. This ends the farmout and dispute that began in 2005, and returns most of the Sawn Lake lands to the company.
5 July 2007capital raising announcement● NeutralMajor
On June 22, 2007 the company closed a private placement of 8,333,333 units at US$0.60 to one investor for US$5,000,000 gross (US$4,700,000 net after a US$300,000 finder's fee to Cambridge Strategies). Each unit carries one share, a US$0.90 warrant expiring June 22, 2010 and a further 0.12 warrant at US$1.20 expiring June 22, 2012. This is a larger raise than May's at a higher price per share, and it dilutes existing holders.
What it means for a shareholder
8.3m new shares at US$0.600 to raise about US$5.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
13 June 2007capital raising announcement● NeutralMajor
On May 25, 2007 the company closed a private placement of 5,000,000 units at US$0.40 to one investor for US$2,000,000 gross (US$1,850,000 net after a US$150,000 finder's fee to Morgarten). Each unit is one share plus a warrant at US$0.60 expiring May 25, 2010. This brings in cash but dilutes existing holders.
What it means for a shareholder
5.0m new shares at US$0.400 to raise about US$2.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
31 Jan 2007capital raising announcement● NeutralMajor
Effective January 22, 2007 the company settled claims by five investors (Grey K Fund and others) that it breached the March 2005 stock purchase and registration rights agreements, with no admission of liability. It issues them 1,600,000 shares, the registration rights agreement ends (releasing the company from its registration and payment obligations) and restrictions on future financings are removed. This resolves the open registration-statement thread from March 2005, at the cost of new shares for existing holders.
On January 13, 2006 the company sold 73,000 units at US$1.50 to four investors for US$109,500 gross (US$101,820 net after a US$7,680 finder's fee to Solomon Group). Each unit is one share plus a warrant at US$2.25 expiring January 13, 2009. It is a small raise that adds new shares and warrants, and the unit price is well above the $0.40 units sold in 2005.
What it means for a shareholder
73,000 new shares at US$1.50 to raise about US$109,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On November 28, 2005 the board adopted a stock option plan capping options at 10% of issued shares (no more than 500,000 per person per year). It granted 375,000 options at $0.71 to each director and to Moses Ling, a director of a subsidiary, plus 390,000 options at $0.71 to consulting firms wholly owned by directors Spaulding, Schmid and Sparrow. The options vest over several years and expire after five years, so they could dilute existing holders if exercised.
The company settled the Surge dispute on November 15, 2005 and reinstated the farmout it had terminated. All conditions are deemed satisfied as of September 25, 2005, the earning period for Surge's 10 wells is extended to February 25, 2008, and 6.5 more sections are added. Surge Canada pays US$1,000,000 for the prospect fee and the company receives 7,550,000 Surge Canada shares (Surge US holds a voting proxy until February 25, 2007) instead of Surge US shares. All legal claims are dismissed. This reverses the September termination, so the company gives up its position that Surge was in default, in return for cash and shares.
The farmout dispute with Surge went to court in Alberta. Surge filed a motion on October 13 seeking a declaration that it earned 50% of the company's interest in one land location. The company sued on October 14 for a declaration that the farmout is terminated, plus CAD$1,000,000 for trespass and CAD$250,000 in punitive damages. On October 21 the parties agreed to consolidate the actions into one trial. This continues the September termination, and no outcome is reported.
19 Oct 2005capital raising announcement▲ GoodMajor
On October 11, 2005 the company raised US$1,260,000 gross (US$1,224,000 net of a US$36,000 finder's fee) by selling 3,150,000 units at $0.40 to three investors, each unit being one share plus a warrant at $0.60 expiring October 11, 2008. The press release says $1,000,000 will repay the company's only outstanding secured debt, with the rest for working capital. This is dilutive, but it clears the secured debt on the Sawn Lake interest.
On September 26, 2005 the company terminated its February 25, 2005 farmout agreement with Surge Global Energy, saying Surge failed to spud a first well by the extended deadline of September 25, 2005 and breached other provisions. Under the deal Surge could have earned up to a 40% working interest in the lands. The press release describes the company and Northern Alberta Oil as holding an 80% working interest in the 63 sections at Sawn Lake.
On August 12, 2005 the company raised US$200,000 by selling 500,000 units at $0.40 to three investors, each unit being one share plus a warrant at $0.60 expiring August 12, 2008. It also exchanged US$84,378.40 of debt with one holder for 210,946 units on the same terms. New shares and warrants dilute existing holders; the debt exchange reduces what the company owes.
The company reports that Deloitte & Touche resigned and Madsen & Associates was re-engaged as auditor on April 22, 2005. Deloitte issued no reports while engaged and there were no disagreements. This reverses the August 2004 switch away from Madsen and was disclosed about four months after it happened.
10 June 2005asset acquisition disposition▲ GoodMajor
On June 7, 2005 the company completed its purchase of 100% of Northern Alberta Oil Ltd. (formerly Mikwec Energy Canada), under a July 2004 exchange agreement as amended in April 2005. Mikwec common holders get three Deep Well shares per Mikwec share (18,208,875 shares per the press release), bringing shares outstanding to about 51,320,343. The press release describes a 40% working interest in 63 contiguous sections (net 25.2 sections) of Sawn Lake oil sands in Alberta. This is the company's first disclosed oil asset, resolving the open question of what business it would pursue. Existing holders are diluted; the filing also lists options over 337,500 Mikwec preferred shares, convertible at 30 Deep Well shares each, and says financial statements are still to be filed.
14 Mar 2005capital raising announcement● NeutralMajor
The company sold 1,875,000 shares at $0.40 plus 750,000 warrants (exercisable at $0.50 until March 9, 2010) to two investors for $750,000 in total. It must file a registration statement within 45 days of closing or pay 2% of the purchase price in penalties for each 30-day period of delay. This is fresh cash for a company that had previously flagged a need for working capital, at the cost of new shares and warrants for existing holders.
What it means for a shareholder
1.9m new shares at $0.400 to raise about $750,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
