Each one in plain English, with the numbers worked through for a shareholder.
19 Mar 2015material agreement● Neutral
On March 13, 2015 the company signed a consulting agreement with Northern Ocean Star, LLC under which Al Conrad Kerr Jr. serves as CEO, President and director, paid $975 per day with a minimum of 21 days per month. Either side can end it on 30 days' notice. This sets out how the new CEO, who signed the March 2015 loan filing, is paid; the filing does not say why Keith Macdonald is no longer CEO.
On March 2, 2015 the company borrowed CAD$600,000 from Fundacion Inversiones Barroco, a Panamanian corporation, at 10% interest, unsecured, due on or before February 1, 2016. If the company signs an acquisition, sale or joint venture deal on the Kotaneelee Project that provides enough cash to repay it, the lender can call the loan on 30 days' notice. The filing is signed by Al Conrad Kerr, Jr. as CEO, a change from Keith Macdonald in earlier filings.
31 Oct 2013capital raising announcement● NeutralMajor
On October 30, 2013 the company sold $2,255,000 of convertible notes to 22 accredited investors. The notes mature in 18 months, convert at $1.00 per share and pay 10% interest (in cash or shares at $1.25 per share). Interest rises to 12.5% or 15% if the company has not moved to a senior stock exchange within 9 or 12 months. Investors also received warrants for 1,127,500 shares at $1.25 for three years, and the company paid $176,400 in finder's fees. This is the company's first disclosed debt-like financing, after earlier share-only private placements, and 3,382,500 shares are reserved for conversion and warrants, which could dilute existing holders.
This amendment adds financial information for the October 17, 2012 Nahanni purchase and does not report a new deal. Audited figures for the Nahanni Kotaneelee properties show revenue of $731,572 for the year ended August 31, 2012 (versus $1,220,513 in 2011) and revenue net of costs of -$452,819 (versus -$60,360). The filing says these figures leave out several costs (such as depreciation, cleanup obligations and general expenses) and are not a full profit picture. It also restates the combined Kotaneelee stake as 53.65%, versus 53.67% in earlier filings.
22 Oct 2012asset acquisition disposition● NeutralMajor
On October 17, 2012 the company closed the Nahanni purchase, paying CAD$400,000 cash plus subsidiary shares exchangeable into 1,614,767 shares of its restricted stock, and taking on Nahanni's share of cleanup liabilities, which early estimates put at USD$9-10 million. With the earlier Devon deal, it now generally owns a 53.67% interest in the Kotaneelee assets. It also sold 1,000,000 shares at $1.20 on October 18 for $1,200,000 gross. This resolves the Nahanni thread; the exchangeable and new shares add to the share count.
This amendment adds financial information for the July 2012 Devon Kotaneelee purchase and does not report a new deal. Audited figures show revenue of $2,685,631 in 2011 and $3,197,096 in 2010, with revenue net of costs of $315,950 and $824,372. The unaudited first six months of 2012 show revenue of $720,579 and a loss on that measure of $120,258, against a gain of $286,235 a year earlier. The filing notes these figures leave out several costs and are not a full profit picture.
On September 14, 2012 the company signed a conditional agreement to buy Nahanni's 30.664% interest in the Kotaneelee lands for CAD$400,000 cash plus CAD$4.1 million in shares of a subsidiary exchangeable into the company's restricted stock. It would also take on Nahanni's share of cleanup liabilities, which early estimates put at USD$9-10 million. This turns the July letter of intent into a signed deal; closing was expected in early October 2012 and would bring the company's stake to about 53.67%, subject to conditions including Nahanni shareholder approval.
Between July 10 and August 7, 2012 the company sold 1,275,001 shares at $1.20 each to nine accredited investors, raising $1,530,000 gross and paying $53,550 in finder's fees. This continues the 2012 private fundraising and adds to the share count.
What it means for a shareholder
1.3m new shares at $1.20 to raise about $1.5m. That's 13% dilution: every existing holder's slice gets 13% smaller. If you held $1,000 of shares (833 at the issue price), your slice goes from 0.00974% to 0.00847% of the company. To keep it you'd need 124 more shares - about $149 at the issue price.
24 July 2012asset acquisition disposition● NeutralMajor
On July 18, 2012 the company completed the Devon Canada purchase of the Kotaneelee Gas Project interest (22.989% generally), paying CAD$293,700 in cash and taking on Devon's share of abandonment and cleanup liabilities, which early estimates put at USD$7-8 million. Holloman Corporation provided the CAD$10 million guarantee for 3,250,000 shares, and Pacific LNG Operations provided the letters of credit for 4,000,000 shares, so existing holders are diluted by those issuances. The filing also discloses a July 7 letter of intent to buy Nahanni Energy's 30.664% interest for CAD$400,000 cash plus CAD$4.1 million in shares, and small share sales and a share issue of 122,312 to settle $146,774 of accrued consulting fees owed to an entity controlled by the CEO.
5 July 2012capital raising announcement● NeutralMajor
On June 29, 2012 the company signed a conditional deal with Devon Canada to buy its 22.989% working interest in the Kotaneelee area of the Yukon (including a 69.337% interest in one producing gas well, about 3.5 MMCFD) for CAD$270,000 in cash plus taking on Devon's share of cleanup liabilities, which early estimates put at USD$7-8 million. This follows through on the Kotaneelee offer first disclosed in April 2011. The deal needs a CAD$10 million guarantee, expected from largest shareholder Holloman Corporation for 3,250,000 shares, and CAD$5 million of letters of credit, expected from Pacific LNG Operations for 4,000,000 shares; PLNG's president Henry Aldorf is the company's Chairman. Closing was scheduled for July 18, 2012 and depended on financing and other conditions. The filing also reports a further 575,000 shares sold at $1.20 for $690,000.
What it means for a shareholder
575,000 new shares at $1.20 to raise about $690,000. That's 7.3% dilution: every existing holder's slice gets 7.3% smaller. If you held $1,000 of shares (833 at the issue price), your slice goes from 0.0115% to 0.0106% of the company. To keep it you'd need 66 more shares - about $79 at the issue price.
Between June 25 and 28, 2012 the company sold 675,000 shares at $1.20 each to six accredited investors, raising $810,000 gross and paying $28,350 in finder's fees. This adds new shares to the count, and is the start of a mid-2012 funding round.
What it means for a shareholder
675,000 new shares at $1.20 to raise about $810,000. That's 8.5% dilution: every existing holder's slice gets 8.5% smaller. If you held $1,000 of shares (833 at the issue price), your slice goes from 0.0115% to 0.0105% of the company. To keep it you'd need 77 more shares - about $92 at the issue price.
On September 26, 2011 the company dismissed its auditor De Joya Griffith & Company and engaged Weaver and Tidwell, L.L.P. The old auditor's reports for fiscal 2010 and 2009 carried a going-concern qualification, and the filing states there were no disagreements with it.
On March 31, 2011 the company (filing as EFL Overseas, Inc.) signed a farmout with Dyami Energy LLC and Eagleford Energy Inc. to earn a 21.25% working interest in the 2,629-acre Matthews Lease in Zavala County, Texas by drilling a test well, with the option to reach 42.5% by spending up to $1,050,000. The lease has no proven reserves or current production. The filing says this moves the company out of shell status and begins oil and gas operations. It also discloses a contingent offer (accepted, but needing a definitive agreement) for a 22.989% interest in the Kotaneelee gas field in Canada's Yukon, and private placements of $191,100 (December 2010) and $1,123,200 (March 2011); the filing warns the business plan may fail if more financing is not raised.