Each one in plain English, with the numbers worked through for a shareholder.
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.
On August 10, 2004 the company dismissed its auditor Madsen & Associates and engaged Deloitte & Touche LLP. The filing says there were no disagreements, and repeats that Madsen's report on September 10-30, 2003 raised substantial doubt about the company continuing as a going concern, dependent on obtaining more working capital.
Nearshore Petroleum Corporation reported a DEEP WELL OIL & GAS INC shareholding of 4,875,000 shares (13.17% of votes) in a periodic institutional filing.
An information statement (sent for information only, no shareholder vote) repeats how control changed in February 2004: David Roff sold 1,925,000 shares each (post-split) to Nearshore Petroleum (Gawne and his wife) and 1089144 Alberta Ltd. (owned by COO John Brown's daughters) for $481.25 each, and resigned. The new board of Schmid, Gawne, Sparrow and Bolger was named under the 2003 bankruptcy plan. It reports 12,337,156 shares outstanding at April 2, 2004; Nearshore and 1089144 each hold 15.6% and Portwest (Schmid) 5.3%. This confirms the ownership and leadership already known and discloses no assets.
This amends the February 2004 auditor-change report. It adds that the former auditor's report on the period from September 10 to September 30, 2003 raised substantial doubt about the company's ability to continue as a going concern, dependent on obtaining more working capital. It repeats that there were no disagreements and gives Sellers & Andersen's engagement date as March 20, 2003.
5 Mar 2004bankruptcy or receivership● NeutralMajor
Control moved from David Roff to a new Calgary-based team: on February 6, 2004 Roff sold 962,500 shares each to Nearshore Petroleum (owned by Steven Gawne and his wife) and 1089144 Alberta Ltd. (owned by the daughters of COO John Brown), each for $481.25, and resigned. Steven Gawne became CEO and president, and Horst Schmid chairman, with Curtis Sparrow and Leonard Bolger also directors. Under the bankruptcy order, 4,000,000 shares were sold to 22 buyers for $50,000 ($0.0125 each). A 2-for-1 forward split takes effect March 10, 2004, raising shares from 6,168,578 to 12,337,156 and authorized shares to 100,000,000.
On February 9, 2004 the company dismissed its auditor Sellers & Andersen and hired Madsen and Associates. The filing says there were no disagreements and no adverse or qualified opinion, and that Sellers & Andersen later merged with Madsen. The company's address is now in Calgary, Alberta, and Steven Gawne signs as president.
This is an amended copy of the November 18, 2003 report, with the same bankruptcy plan, change of control to David Roff, 1-for-30 reverse split and name change. In the text provided I see no new facts; any differences in the truncated parts or exhibits are not visible to me.
This continues the bankruptcy: on September 10, 2003 the court confirmed a liquidating plan that paid off and extinguished the company's liabilities, ended the old management and board, and put David Roff in control. Shares were reverse split 1-for-30 (5,048,782 shares before), 2,000,000 new shares went to Roff (92.24% of 2,168,292 outstanding), and the company was renamed Deep Well Oil and Gas, Inc. and moved to Toronto. Historical-cost assets and liabilities were $0 as of September 11, 2003. Existing shareholders were left with a small fraction of the post-split company.
The company, then named Allied Devices Corporation (a precision mechanical parts maker), filed for Chapter 11 bankruptcy protection on February 19, 2003 in the Eastern District of New York. It said it would keep running the business as debtor-in-possession; its press release says a third-party investor withdrew a recapitalization offer on February 7, 2003 and the banks then applied cash in its operating accounts against what it owed them.
