Each one in plain English, with the numbers worked through for a shareholder.
3 Mar 2010material agreement● NeutralMajor
On Mar 2, 2010 the company agreed to a second registered offering: 4,146,922 common shares at $4.22 for $17.5 million, plus Series C warrants (1,658,769 shares at $4.50, 42 months) and Series D warrants (1,658,769 shares at $4.12, until Dec 5, 2010). Rodman & Renshaw is again placement agent at 6.0%. The CEO says the cash is enough to finish the Oyo acquisition, which still needs shareholder approval; more new shares and warrants for existing holders to absorb.
On Feb 10, 2010 the company agreed to sell 5 million common shares at $4.00 each for $20 million, with Series A warrants (2 million shares at $4.50) and Series B warrants (2 million shares at $4.00, until Nov 1, 2010); full exercise would add $17 million. Rodman & Renshaw is placement agent for a 6.0% commission, and the money is for working capital and may help fund the Oyo acquisition from CAMAC. The filing also corrects the press release, which wrongly said the Series A warrants run 30 months rather than 36. This is the financing the CAMAC deal needed, and it adds new shares and warrants.
23 Nov 2009capital raising announcement● NeutralMajor
Pacific Asia Petroleum (the company's name at the time) signed a deal on Nov 18, 2009 to buy CAMAC Energy Holdings' interest in the Oyo Field production sharing contract off Nigeria, for $38.84 million in cash plus new common stock equal to 62.74% of the company's outstanding shares, so existing shareholders would be heavily diluted. Closing is expected in Q1 2010 and needs a financing of at least $45 million (none arranged yet), shareholder approval and other agreements; after closing CAMAC would nominate 4 of 7 directors for a year. The filing also says talks with Molopo to buy its 26.1% stake in Fortune Liulin Gas (Liulin coalbed methane block) were mutually ended.
The company signed a non-binding-style cooperation agreement (a commitment to negotiate in good faith, subject to due diligence) with Well Lead Group to buy up to a 39% interest in Northeast Oil (China) Development's 95% stake in two producing oil blocks in Heilongjiang, China. The price for 25% is $9.8 million ($2.5 million cash at closing, $2.5 million cash in installments, and $4.8 million of company stock), with an option on a further 14% for $5.5 million cash. Well Lead holds the deal exclusive until November 30, 2008 in return for 25,000 company shares or, at its option, $50,000. This would be the company's first producing oil asset in the filings so far (inference: its earlier China deals are coalbed methane/tight gas blocks).
The company extended its Hartsdale, New York office lease to November 30, 2010 and expanded the space from 1,378 to 1,978 square feet. The added lease commitment is about $123,000 through expiry, excluding management fees and operating expenses.
The company merged Navitas Corporation, whose sole assets were 480,000 company shares and some deferred tax assets, into itself on July 2, 2008. The 480,000 shares were cancelled and 450,005 new shares were issued to Navitas shareholders, a net reduction of 29,995 shares outstanding. The board said it approved this as an accommodation to a significant shareholder and to simplify the capital structure; the filing notes links to director Laird Cagan's fund through the McAfee family, and no shareholder vote was required.
The company amended its four September 2007 purchase agreements with ChevronTexaco (Baode, Linxing, Shenfu, San Jiao Bei), cutting the Baode base price from $13 million to $2 million, removing interest on its cash portion, and extending the closing-condition deadline from June 6 to November 6, 2008. It also hired international banks as co-lead managers for a proposed offering of about $75 million of redeemable convertible preference shares outside the US, to fund the Chevron purchases; the banks are not obliged to buy or place any securities, so there is no assurance it will happen.
China's Ministry of Commerce approved, on April 2, 2008, the company's subsidiary entering the October 2007 Zijinshan coalbed methane contract. This resolves the approval condition on that contract. The company says it is the operator with an initial 100% interest, and the partner CUCBM can take 40% from the development phase.
The company agreed to buy BHP Billiton's 64.2858% interest in the Baode Area coalbed methane and tight gas block in Shanxi, China, covering about 160,000 acres. It already has a separate agreement with ChevronTexaco for the other 35.7142%, so both deals closing would give it 100%. A $500,000 deposit is due by April 7, 2008, and closing depends on waivers from CUCBM and ChevronTexaco and Chinese government approvals; the final price is subject to adjustments and the filing gives no base price.
The company (then named Pacific Asia Petroleum, Inc.) signed a 30-year production sharing contract with China United Coalbed Methane Corp. for the Zijinshan coalbed methane block in Shanxi Province, China. It must drill three exploration wells and acquire 50 km of seismic data in the first three years (estimated $2.8 million), then drill four pilot wells over the next two years (estimated $2 million), unless it elects to terminate. The partner can later take a 40% interest, and the contract still needs approval from China's Ministry of Commerce.
