7 May 2013listing compliance notice● NeutralMajor
GEOGLOBAL RESOURCES INC.'s exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Apr 2013listing compliance notice▼ BadMajor
On April 17, 2013 NYSE MKT told GeoGlobal it intends to file to delist its stock, saying the company has not made progress consistent with the compliance plan it had accepted on Feb 15, 2013 (extension to May 31, 2013) and has not shown a reasonable basis to regain compliance by then. The stock closed at $0.03 on April 16, and the 10-K due April 16, 2013 had not been filed, which the Exchange calls a material violation of its listing agreement. The company has until April 24, 2013 to request a hearing and is evaluating an appeal while continuing work on the financing steps in its plan. This escalates the November 2012 non-compliance notice into a pending delisting; if no appeal is made, trading would be suspended and the stock struck from the Exchange.
9 Apr 2013material agreement● NeutralMajor
On April 5, 2013 two subsidiaries agreed to sell all of GeoGlobal Exploration (Barbados) Inc. to Sarus Energy Ltd. for US$16 million, covering the Indian Cambay assets: the 14%-20% interest in Tarapur, 10% in Ankleshwar and 10% in Sanand/Miroli. Sarus pays US$2M for 49% at a first closing (expected April 12, 2013) and US$14M for the remaining 51% at a second closing needing Government of India approval; of that, US$12M is paid via promissory notes that depend on conditions (including Sarus raising US$40M of equity for one note) and US$2M comes as Sarus shares plus warrants. Much of the price is therefore contingent.
23 Jan 2013material agreement● NeutralMajor
On Jan 16, 2013 the company agreed to sell 90% of its Israeli subsidiary GeoGlobal Resources (Israel) Ltd. to ISL Management and Attoyac Oil and Gas in exchange for a US$775,000 investor loan. US$625,000 goes into the subsidiary first to clear its third-party liabilities, with any remainder repaying shareholder loans to GeoGlobal; US$150,000 is advanced only if a Services Contract is signed within a year. Closing is expected by March 15, 2013 and needs Israeli Petroleum Commissioner approval for the unit to act as operator. The press release says this subsidiary does not hold the Myra, Sara or Samuel licences, which sit in other GeoGlobal subsidiaries.
21 Dec 2012material agreement▼ BadMajor
On Dec 20, 2012 the company agreed to sell Crede CG II 13,827,387 units (one share plus one five-year warrant each) at US$0.067, for US$926,435 in total, with warrants at US$0.0804. Closing needs NYSE MKT approval; an Investment Fee is withheld from the price. Existing holder ILDE agreed to swap its anti-dilution warrants for a new warrant certificate, because the full adjustment would have exceeded authorised share capital. The deal is dilutive and priced well below the 2012 raises, and bars other equity issues for 90 days.
5 Dec 2012listing compliance notice▼ BadMajor
On Nov 30, 2012 NYSE MKT told the company it breaches two listing standards: losses so large that the Exchange questions whether it can continue operations and meet its debts, and a share price averaging $0.11 over 30 days (closing at $0.08 on Nov 29). It must submit a compliance plan by Dec 31, 2012 to regain compliance by March 29, 2013, and the price must recover or a reverse split be done by June 28, 2013, or delisting proceedings follow. This is a new, serious threat to the share listing, following the string of small, low-priced raises in 2012.
21 Sept 2012drilling progress report● NeutralMajor
The Sara-1 well on the Sara licence offshore Israel was spud on Sept 20, 2012, in about 1,400 metres of water and 60 km off the coast, planned to reach about 4,000 metres and take about 50 days. GeoGlobal is the operator but owns only 5% of Sara (ILDC Energy and affiliates 41.6%, Modiin Energy 29.2%, IPC 13.6%, IDB 5.6%, ILDC 5%). This is the drilling the June 2012 update said was being prepared; no result is reported yet.
26 June 2012drilling progress report● Neutral
The company said on June 25, 2012 that it issued a press release updating its Israeli operations and that it is preparing to spud its first well offshore Israel. The 8-K itself gives no well name, cost, location or timing; those details are only in the press release, which is not reproduced here. This follows the company's 2010-2011 entry into the Israeli licences.
18 May 2012capital raising announcement▼ BadMajor
On May 17, 2012 the company sold 3,853 units at US$220 each to a small group of investors outside the US, for gross proceeds of US$847,660 and US$56,188 in placement fees. Each unit is 1,000 shares plus 750 warrants at US$0.26 expiring July 31, 2012 and 750 warrants at US$0.30 expiring March 31, 2013, so about 3.85 million shares were sold at roughly US$0.22 each. This is another small, dilutive raise following the February 2012 one.
28 Feb 2012capital raising announcement▼ BadMajor
On Feb 22, 2012 the company accepted subscriptions to sell up to 2,500,000 units at US$0.25 each, for US$625,000 total, to accredited and non-US investors. Each unit has one share and one warrant at US$0.32 for two years, and finders get 36,000 shares and 150,000 warrants. The price is far below the US$0.85 paid in the October 2010 offering, and the new shares and warrants dilute existing holders.
What it means for a shareholder
2.5m new shares at US$0.250 to raise about US$625,000. That's 2.9% dilution: every existing holder's slice gets 2.9% smaller. If you held US$1,000 of shares (4,000 at the issue price), your slice goes from 0.00483% to 0.00469% of the company. To keep it you'd need 121 more shares - about US$30 at the issue price.
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5 May 2011drilling progress report● Neutral
The company filed a May 4, 2011 press release giving an exploration update. The filing text is only a cover for the press release, and the title of the filing mentions the spud (start of drilling) of the RJ20 well and an extension to an Israel licence. The press release's content is not included, so no details, dates or amounts can be given.
14 Mar 2011material agreement▲ GoodMajor
An operating agreement for the offshore Israel licence 388 "Samuel" was fully executed on March 8, 2011. GeoGlobal holds a 30% participating interest; Adira Geo Global Ltd. is operator with 30%, and the others are Adira Oil Technologies (23.25%), Brownstone Venture (6.75%) and Pinetree Capital (10%). This adds a third Israeli licence to the Myra and Sara interests.
28 Jan 2011material agreement● Neutral
The company signed an employment agreement, effective Jan 1, 2011, with Paul Miller, President and CEO, at US$275,000 a year plus benefits and a bonus plan to be developed. If terminated without cause he gets a lump sum of 10 months' salary (rising to 12) plus 30% of that amount, and a 12-month non-compete applies. This formalises the leadership of Miller, who has signed the company's recent filings in place of founder Jean Paul Roy.
23 Nov 2010material agreement● Neutral
The company signed employment agreements, effective Aug 17, 2010, with Sunil Karkera, now CFO (US$155,000 a year), and Allan J. Kent, now Vice President of Finance (US$220,000 a year plus a US$5,000 signing bonus). Severance if terminated without cause is a lump sum of 6 months' salary for Karkera (rising to 12) and 18 months for Kent (rising to 24), plus 30% of that amount. This shows Kent has moved from CFO to Vice President of Finance and Karkera is now CFO.
15 Nov 2010material agreement▲ GoodMajor
Joint operating agreements for two offshore Israel deepwater licences, 347 "Myra" and 348 "Sara", were fully executed on Nov 8, 2010, and the company paid US$1.2 million, completing the interest purchase announced in June 2010. The company is operator, but the other parties have options to remove it as operator and repurchase portions of its interest in certain circumstances. This is the company's entry into Israel alongside its India blocks. The filing does not state its percentage interest.
1 Nov 2010material agreement● Neutral
The company signed a Financial Services Agreement with D.I. Investments Limited, controlled by Allan Kent, its Vice President of Finance, to document an oral arrangement covering Aug 29, 2003 to Aug 17, 2010, with ongoing confidentiality and non-competition terms. Kent was previously CFO, and this is a related-party arrangement. The filing gives no payment amounts.
18 Oct 2010material agreement● NeutralMajor
The company agreed to sell 2,941,177 units at US$0.85 each (about US$2.5 million) to one institutional investor in a registered direct offering, each unit with one share and two half-share warrants (one callable, one non-callable) exercisable at US$1.00 from April 11, 2011 for five years from issuance. Full warrant exercise would add about US$2.9 million. Rodman & Renshaw was placement agent, and the offering closed per an Oct 18, 2010 press release. This adds new shares and warrants, diluting existing holders. The press release describes the company's activities as in India, Israel and Colombia and repeats the GSPC KG Offshore dispute risk.
29 May 2009material agreement● Neutral
The company extended the expiry of its outstanding warrants to buy 4,966,200 shares, plus the related compensation options and their warrants, from June 20, 2009 to June 20, 2011. The 2005 compensation units (US$6.50) cover 195,144 shares and 97,572 warrants; the 2007 compensation units (US$5.00) cover 340,800 shares. This is a second extension of the same instruments (earlier extended to June 2009), and it keeps potential dilution outstanding for two more years. The filing says the amendment took effect May 26, 2008, though the report date is May 26, 2009, so the year is inconsistent in the text.
27 May 2008listing compliance notice▼ BadMajor
The company also missed the May 12, 2008 deadline for its March 2008 quarterly report, and Amex sent a second notice that this is a listing-agreement breach. The company says no new compliance plan is needed because Amex accepted its plan on April 30, 2008, and it intends to file the 2007 annual report by June 2, 2008, then the quarterly report, to be compliant by July 1, 2008. Preliminary unaudited first-quarter figures: net loss of about US$700,000 (US$0.01 per share), current assets about US$44.7 million. This continues the restatement and listing-compliance problem; the annual report was still unfiled.
4 Apr 2008listing compliance notice▼ BadMajor
The company said it would not file its 2007 annual report on time because it must restate earlier financials: errors in how it accounted for stock-based pay to non-employee consultants mean its three 2007 quarterly reports (through Sept 30, 2007), the three years to Dec 31, 2006 and the quarters within them should no longer be relied on. The American Stock Exchange warned that the late filing breaches its listing agreement and could lead to suspension or removal; the company must submit a compliance plan by April 16, 2008 and regain compliance by July 1, 2008. Unaudited 2007 estimates: net loss of US$1.31 million (US$0.02 per share). This follows the March 2008 late-filing notice and the earlier Sept 2006 quarter restatement for a stock-compensation error.
1 Feb 2008auditor change● Neutral
The company hired KPMG LLP on January 30, 2008 as its auditor for the year ended December 31, 2007, replacing Ernst & Young, which resigned in December 2007. The company says it had not consulted KPMG on accounting or auditing issues beforehand.
14 Jan 2008material agreement● NeutralMajor
The company assigned to GSPC its rights to a 30% interest in two Egyptian exploration blocks (won with GSPC and Alkor Petroo under a July 2006 bid agreement) in exchange for an option to reacquire them by April 30, 2008. It has already given non-refundable bank guarantees of US$1.17 million and carries about US$2.4 million of related assets; taking the full 30% would need about US$56.4 million more in guarantees.
20 Dec 2007auditor change▼ BadMajor
Ernst & Young, the company's auditor since 2004, resigned effective December 12, 2007. The company says E&Y's reports for the two years ended December 31, 2006 had no adverse opinion and there were no disagreements. No reason for the resignation is given in the filing.
13 Sept 2007material agreement● Neutral
The company extended the expiry of its 2,126,000 warrants from September 9, 2007 to June 20, 2009, and did the same for the compensation options from the September 2005 offering (195,144 shares and 95,572 warrants issuable). This lets holders keep these rights for about two more years, which could mean more shares issued later if exercised.
15 Aug 2007drilling progress report▼ BadMajor
GSPC, operator of the offshore KG block, is demanding that the company pay 10% of exploration costs above US$59.23 million, which GSPC puts at US$44.68 million including US$4.43 million of interest as of June 30, 2007. The company says this breaches its carried interest agreement, under which it is carried for 100% of exploration-phase costs, says it has Indian legal advice, and intends to defend its rights while talking with GSPC. This challenges the carried 5% interest described in earlier filings.
27 June 2007capital raising announcement▲ GoodMajor
The company completed the private placement it announced in June, selling 5,680,000 units at $5.00 each for $28,400,000 gross (more than the 5 million units first proposed) through agents Primary Capital and Jones Gable. Each unit has one share and a half-warrant exercisable at $7.50 to June 20, 2009; agents get a 6% commission and options on 340,800 shares at US$5.00. The company must file a resale registration by August 18, 2007 or issue extra units to buyers.
What it means for a shareholder
5.7m new shares at $5.00 to raise about $28.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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1 June 2007capital raising announcement● NeutralMajor
The company announced a letter agreement to offer up to 5 million units in a best-efforts private placement for gross proceeds of up to US$25,000,000. It is a proposal at this stage; completion is not stated in this filing.
What it means for a shareholder
5.0m new shares at about US$5.00 to raise about US$25.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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4 Apr 2007financial restatement▼ BadMajor
The company said its September 30, 2006 quarterly figures should no longer be relied on because stock-based compensation was miscalculated. For the three months, stock-based compensation was overstated by $1,028,925 and the net loss by $654,075, restated to a loss of $368,527 from $1,022,602 as first reported; auditor Ernst & Young concurred and an amended 10-QSB will follow.
8 Mar 2007material agreement● NeutralMajor
On March 2, 2007 the company signed four new production sharing contracts with the Government of India: a 10% interest in onshore Block 28 (KG-ONN-2004/1, operated by Oil India, with a September 2006 letter agreement allowing an increase up to 25%), 25% interests in Rajasthan Blocks 20 and 21 (with Oil India as operator, and HPCL holding 15% in Block 21 per the text), and a 100% operated interest in Block 27 (DS-ONN-2004/1) next to its existing Block 12. These add new exploration work commitments, including 12 wells on Block 28 and 20 wells across the two Rajasthan blocks in Phase I.
25 July 2006drilling progress report● NeutralMajor
The company announced that drilling has started on the KG#15 well on the offshore KG Block, where it holds a net 5% carried interest; it is the fifth well of the 14-well program committed under the production sharing contract. It also signed an MOU with GSPC on the Tarapur Block, where GSPC assigned it a 20% interest that still needs Indian government consent; if consent is refused, GSPC must repay the amounts the company paid within 30 days of notice. The company's share of Tarapur costs to date is about US$2.5 million, and the press release says the first phase of the KG block's exploration period expired without the 14 wells being drilled, with a further 12-month extension to March 11, 2007 recommended but still awaiting government approval as of July 21, 2006.