Each one in plain English, with the numbers worked through for a shareholder.
23 May 2019listing compliance notice▼ BadMajor
Delta filed an amendment to its Form 15 to end its registration with the SEC under Rule 12g-4(a)(1), reporting about 124 holders of record. Once effective, Delta would no longer have to file public reports, so shareholders would receive less public information. The filing does not say what happens to the shares themselves or whether the company continues to trade.
Delta disclosed that it engaged Excelsis Accounting Group as its principal auditor, effective July 27, 2017, and attached the engagement letter, which covers audits of the balance sheets for December 31, 2014, 2015 and 2016. The filing is dated August 2018, so it discloses the 2017 engagement about a year late. This fits the stated effort to catch up on overdue audits and filings, though the filing itself does not say that.
Delta signed an agreement with Jordan P. Balencic (Balencic Creative Group LLC) to act as interim Chief Compliance Officer for 250,000 restricted shares at $0.03 per share for a 6-month term. The press release says his job is a turnaround to complete overdue audits and SEC filings and regain fully reporting status, and that acquisitions are being evaluated. The filing states the company is now a Nevada corporation based in Vancouver, and names no specific acquisition target or terms; the 12-month agreement term and 6-month share term differ in the text.
On September 21, 2010 Delta dismissed its auditor STS Partners LLP and hired Mark Bailey & Company, Ltd., with board approval. STS's report dated April 12, 2010 on the 2009 and 2008 statements contained a going-concern uncertainty, and the filing says there were no disagreements with STS. The filing gives no reason for the change.
Delta filed the final amendment to its Stallion tender offer paperwork, confirming the offer expired March 26, 2009 and that 58,635,139 Stallion shares (about 80%) were validly tendered and accepted for payment. The attached press release repeats about 19,545,026 new Delta shares (about 80% of Delta's stock after the deal) and about $46,908 cash, so this formally closes the offer and confirms the heavy dilution of existing Delta holders.
27 Mar 2009asset acquisition disposition▼ BadMajor
Delta completed its Stallion offer: it told the depositary to take up and pay for the 58,635,139 Stallion shares tendered, about 80% of Stallion's outstanding shares. Delta expects to issue 19,545,026 of its own shares and pay about $46,908 in cash; the press release says the new shares will be about 80% of Delta's outstanding stock after the deal, so existing Delta holders are heavily diluted. This resolves the open question of whether the Stallion offer would succeed.
Delta extended the Stallion offer a second time, from March 25 to March 26, 2009. About 8,142,864 Stallion shares had been tendered and not withdrawn as of March 16, 2009, up from about 5,991,239 three days earlier. All other terms, including the 50% minimum condition, were unchanged.
Delta extended the Stallion offer from March 17 to March 25, 2009, and lowered the minimum acceptance condition from 80% to at least 50% of Stallion's fully diluted shares. About 5,991,239 Stallion shares had been tendered and not withdrawn as of March 13, 2009. The lower threshold makes it easier for the offer to complete, which means Delta would be more likely to issue the new shares.
Delta formally launched its tender offer for all Stallion Group shares, on the same terms (0.333333 Delta share plus $0.0008 cash per Stallion share), with a prospectus dated February 9, 2009. The attached letter of acceptance says the offer is open until 5:00 p.m. Eastern on March 17, 2009, unless extended or withdrawn. This turns the earlier draft offer into a live one; the filing fee valuation puts the maximum Delta shares issuable at 24,419,812.
Delta filed a second amendment to its registration for the offer to buy all of The Stallion Group, still at 0.333333 of a Delta share plus $0.0008 cash per Stallion share. The offer is still subject to conditions and the expiry date is still blank in this draft, so it continues the October and December 2008 filings; if Stallion holders accept, Delta holders would be diluted.
Delta amended its Stallion Group offer filing. The exchange ratio is now stated as 0.333333 of a Delta share plus $0.0008 cash per Stallion share, and a 'source and amount of funds' section was added. The offer is still subject to conditions with no expiry date set in this draft. This continues the October 2008 offer.
Delta filed to register shares for an offer to buy all outstanding shares of The Stallion Group, giving 0.333 of a Delta share plus $0.0008 cash per Stallion share. Up to 27,168,832 Delta shares could be issued, so Delta holders would be diluted if the offer is accepted. The offer has conditions and no expiry date was set in this draft.
Delta bought from Brinx Resources a 20% working interest in the Powell #2 well at the Owl Creek Prospect in Garvin and McClain Counties, Oklahoma, for $300,000 (paid in full). It also received options for 20% in future wells on the 1,120-acre prospect and on nearby land. The well is drilled and cased and being completed for testing, with Delta paying its share of completion costs.
Delta agreed to pay 0743608 B.C. Ltd. $425,000 within 14 days for its 10% working and revenue interest in a ten-well drilling program by Griffin & Griffin Exploration in Palmetto Point, Mississippi. Drilling is expected to start around April 1, 2006 and take about 10 months; well locations are not yet set. This adds a Mississippi program to Delta's Alberta and California interests.
Delta signed a farmout with Odin Capital Inc. of Calgary for Section 9, Township 38, Range 9W5M, Alberta, paying 4% of the Leduc formation test well costs to earn interests of up to 4% in Leduc natural gas and smaller interests in nearby sections. It must advance 110% of its costs, about $250,000 in total. Director Mr. Philipchuk owns an interest in Odin, so this is a related-party deal.
Delta signed a farmout deal with Production Specialties Company for land in Solano County, California. By paying 18.75% of the first test well's costs, Delta can acquire 12.5% of PSC's 68% interest, which would give it 8.5% of the property's revenue and a 12.5% share of later costs. This adds a California prospect to the Alberta interests acquired earlier in 2005.
Delta's auditor Morgan and Company resigned on April 4, 2005, and Delta hired Telford Sadovnick, P.L.L.C. from April 5, 2005. The filing says the prior audit reports had no adverse opinion and there were no disagreements with the former auditor.
Through its Canadian subsidiary, Delta paid Win Energy Corporation for working interests in two Southern Alberta prospects: 20% of Todd Creek (13.75 sections) for $597,263 and 10% of Hillspring (one section) for $414,766. It also holds options on more land at each (Todd Creek to Dec 31, 2006; Hillspring to July 1, 2005). This is Delta's first oil and gas property acquisition described in these filings, and it follows the February 2005 share sale that raised $1.2 million.
Delta sold 1,200,000 units at $1.00 each to three non-US investors, raising $1,200,000. Each unit is one share plus a warrant to buy another share at $1.50 for five years; if all warrants are exercised, Delta would receive a further $1,800,000. This adds new shares (dilution for existing holders).
What it means for a shareholder
1.2m new shares at $1.00 to raise about $1.2m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.