DELTA OIL & GAS INC company history: the story so far

History

Delta Oil & Gas built a small spread of oil and gas interests in 2005-2006, then bought most of The Stallion Group in 2009 and deregistered from the SEC in 2019.

2005-2006: Building a portfolio of small interests

Delta Oil & Gas began 2005 by raising money. On 4 February it sold 1,200,000 units at $1.00 each to three non-US investors, raising $1,200,000. Each unit carried one share and a warrant to buy another share at $1.50 within five years, which could bring in a further $1,800,000 and add more shares.

The money went into property almost at once. On 15 February Delta, through its Canadian subsidiary, paid Win Energy Corporation $597,263 for 20% of the Todd Creek prospect and $414,766 for 10% of Hillspring, both in Southern Alberta. In May it signed a farmout (where Delta pays part of a test well's cost to earn an interest) with Production Specialties Company on land in Solano County, California. In September it signed another with Odin Capital for Section 9 in Alberta, a related-party deal because director Mr. Philipchuk owns an interest in Odin.

The buying continued in 2006. In February Delta agreed to pay $425,000 for a 10% interest in a ten-well drilling program at Palmetto Point, Mississippi. In June it paid Brinx Resources $300,000 for a 20% working interest in the Powell #2 well at the Owl Creek Prospect in Oklahoma. The filings do not report the results of any of these wells.

2007-2008: A quiet record

The record is quiet until October 2008, when Delta filed to register shares for an offer to buy all of The Stallion Group. The terms were 0.333 of a Delta share plus $0.0008 in cash per Stallion share, and up to 27,168,832 Delta shares could be issued.

2009: The Stallion takeover

Delta launched the formal offer on 9 February 2009, open until 17 March. On 16 March it extended the deadline to 25 March and cut the minimum acceptance condition from 80% to 50% of Stallion's fully diluted shares. At that point about 5,991,239 Stallion shares had been tendered.

The offer closed on 27 March. Delta took up 58,635,139 Stallion shares, about 80% of the company. In payment it expected to issue 19,545,026 new shares and pay about $46,908 in cash. Those new shares would make up about 80% of Delta's stock after the deal, so existing holders were heavily diluted. The filings do not say what happens to the roughly 20% of Stallion not tendered, and they do not describe Stallion's assets.

2010-2019: Quiet years and withdrawal from SEC reporting

Share counts at year ends from 2010 to 2014 rose gradually from 13,857,107 to 15,193,241, but the beats do not explain the changes. In 2010 the auditor changed to Mark Bailey & Company, and the reason was not given. In July 2018 a press release said Delta held land positions in California, Texas and Oklahoma, and mentioned planned acquisitions without naming targets or terms. Jordan Balencic became interim Chief Compliance Officer.

On 29 April 2019 Delta deregistered its securities, ending its duty to file reports with the SEC. On 23 May 2019 it filed an amendment to its Form 15 citing about 124 holders of record. As of that date, no debt was disclosed, and the filings do not say whether the shares continue to trade.

Written from the 13 story beats below (2005 to 23 May 2019), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201915.2m shares · US$33k market cap

23 May
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.
listing compliance notice
15.2m shUS$33k
29 Apr
DELTA OIL & GAS INC deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
15.2m shUS$46k

2009

27 Mar
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.
business combination
27 Mar
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.
asset acquisition disposition
16 Mar
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.
business combination
9 Feb
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.
business combination

2008

7 Oct
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.
business combination

2006

2 June
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.
material agreement
27 Feb
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.
material agreement

2005

29 Sept
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.
material agreement
26 May
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.
material agreement
15 Feb
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.
material agreement
4 Feb
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).
capital raising announcement