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GEOGLOBAL RESOURCES INC.

US:GGLR
No current share price held for this company.

Past year: ▼ 50%(0.20c – 0.90c USD)

Market cap
—
Shares on issue
—
Story beats
29 since 2002
Last event
7 May 2013

History

A shuttered web business became an India-focused oil explorer, added Israeli licences, then ran short of money and faced delisting by 2013 while selling assets.

2002-2003: From website to oil and gas

The company began life as Suite101.com, a web business. In February 2002 it laid off all staff except three officers and directors, citing limited revenues, and hired Creative Marketeam Canada, a firm owned by its former chief operating officer, to run the site for $26,000 a month. The cuts were meant to cut overhead and make a business combination or restructuring easier. In March 2002 its subsidiary i5ive Communications gave Double B Holdings an option to buy the website assets for $155,000 less option payments.

The record is then quiet until the turn. On August 29, 2003 the company bought GeoGlobal Resources (India) Inc. from Jean Paul Roy for 34.0 million shares (14.5 million delivered, 19.5 million held in escrow pending exploration results) plus a $2.0 million non-interest-bearing note. Roy became President and CEO and would hold about 69.3% if the escrowed shares were released. The business became oil and gas exploration, starting with a net 5% carried interest (its share of costs paid by others) in an offshore block on India's east coast, KG-OSN-2001/3, with GSPC as operator. It had no proved reserves and had never produced oil or gas.

2004-2007: Building an Indian portfolio

The American Stock Exchange cleared the shares for listing in May 2004, and in June the first drilling rig arrived at the KG#1 well, the first of an initial four-well programme. In September 2005 the company sold 4,252,400 units at $6.50, a share plus a half-warrant, raising about $21.1 million gross through agent Jones Gable on 3,252,400 of them, with 1,000,000 sold directly to three Canadian institutions. The same month it signed two new contracts with the Indian government: 100% of an operated onshore block in Maharashtra (DS-ONN-2003/1) and 10% of a Cambay Basin block in Gujarat.

By July 2006 the KG#15 well, the fifth of a committed 14-well programme, was being drilled. The first exploration phase had expired without all 14 wells drilled, and an extension awaited government approval. The company also agreed with GSPC to take a 20% interest in the Tarapur block, subject to Indian government consent. In March 2007 it signed four more contracts: 10% of onshore Block 28 (operated by Oil India), 25% each of Rajasthan Blocks 20 and 21, and 100% of operated Block 27. In June 2007 it completed a private placement of 5,680,000 units at $5.00, raising $28.4 million gross, more than the 5 million units first proposed.

Trouble began in 2007. In April the company said its September 2006 quarter should not be relied upon, because stock-based pay had been miscalculated. In August GSPC demanded that it pay 10% of offshore exploration costs above US$59.23 million, which GSPC put at US$44.68 million. The company said this breached its carried interest agreement and intended to defend its rights. In December auditor Ernst & Young resigned, giving no reason.

2008-2011: Restatements and a move into Israel

In January 2008 the company assigned to GSPC its 30% interest in two Egyptian blocks, with an option to reacquire them by April 30, 2008; the outcome is not recorded. In April it said it would file its 2007 annual report late because of a wider restatement of stock pay to consultants. The American Stock Exchange demanded a compliance plan, accepted on April 30, and by late May the annual report was still unfiled. Unaudited first-quarter figures showed a loss of about US$700,000 and current assets of about US$44.7 million. The record is then quiet until 2010.

In October 2010 the company sold 2,941,177 units at US$0.85, about US$2.5 million, to one institutional investor. In November it completed the US$1.2 million purchase of interests in two deepwater Israeli licences, Myra and Sara, and became operator, though other parties could remove it. In March 2011 it added a 30% interest in a third licence, Samuel, operated by Adira Geo Global.

2012-2013: Cheap money and delisting

Funding then came in small, low-priced pieces. In February 2012 the company raised US$625,000 at US$0.25 a unit, and in May about US$847,660 at roughly US$0.22 a share. Shares on issue were 82,746,933 at the end of 2011; the 2012 figure of 138,343 is not explained by the beats. In September 2012 the Sara-1 well was spud, planned to reach about 4,000 metres. GeoGlobal owned only 5% of Sara, and no result is reported.

On November 30, 2012 NYSE MKT warned of losses large enough to question whether the company could continue operating, and of a share price averaging $0.11. In December it agreed to sell 13,827,387 units to Crede CG II at US$0.067, US$926,435 in total, subject to exchange approval. In January 2013 it agreed to sell 90% of its Israeli subsidiary GeoGlobal Resources (Israel) Ltd. for a US$775,000 investor loan. On April 5, 2013 it agreed to sell its Indian Cambay assets to Sarus Energy for US$16 million, much of it contingent.

The 10-K due April 16, 2013 was not filed. On April 17 NYSE MKT said it intended to delist the stock, which closed at $0.03, and the company was evaluating an appeal. On May 7, 2013 the exchange filed to remove the securities from listing.

Written from the 29 story beats below (2002 to 7 May 2013), 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)

2013138k shares · US$3k market cap

  1. 7 May

    GEOGLOBAL RESOURCES INC.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    138k shUS$3k
  2. 23 Apr

    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.

    listing compliance notice

    138k shUS$4k
  3. 9 Apr

    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.

    material agreement

    138k shUS$4k
  4. 23 Jan

    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.

    material agreement

    138k shUS$8k

2012138k shares · US$11k market cap

  1. 21 Dec

    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.

    material agreement

    138k shUS$11k
  2. 5 Dec

    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.

    listing compliance notice

    138k shUS$11k
  3. 21 Sept

    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.

    drilling progress report

    138m shUS$20.8m
  4. 18 May

    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.

    capital raising announcement

    102m shUS$20.7m
  5. 28 Feb

    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.

    capital raising announcement

    82.7m shUS$21.3m

2011

  1. 14 Mar

    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.

    material agreement

2010

  1. 15 Nov

    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.

    material agreement

  2. 18 Oct

    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.

    material agreement

2008

  1. 27 May

    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.

    listing compliance notice

  2. 4 Apr

    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.

    listing compliance notice

  3. 14 Jan

    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.

    material agreement

2007

  1. 20 Dec

    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.

    auditor change

  2. 15 Aug

    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.

    drilling progress report

  3. 27 June

    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.

    capital raising announcement

  4. 1 June

    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.

    capital raising announcement

  5. 4 Apr

    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.

    financial restatement

  6. 8 Mar

    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.

    material agreement

2006

  1. 25 July

    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.

    drilling progress report

2005

  1. 29 Sept

    On September 23, 2005 the company signed two new Production Sharing Contracts with the Government of India: a 100% operated interest in onshore Block DS-ONN-2003/1 (about 3,155 sq km, Deccan Syneclise Basin, Maharashtra), and a 10% interest in onshore Block CB-ONN-2003/2 (about 448 sq km, Cambay Basin, Gujarat) operated by GSPC with GAIL and Jubilant Capital. These widen the company's holdings beyond the KG block, and the Cambay block sits south-east of its existing three Cambay blocks.

    material agreement

  2. 15 Sept

    In September 2005 the company sold 4,252,400 units at $6.50 each (one share plus a half-warrant exercisable at $9.00 through September 9, 2007); 3,252,400 units were sold via agent Jones Gable for gross proceeds of $21,140,600 before a 6% commission, and 1,000,000 units were sold directly to three Canadian institutions. This adds new shares (dilution for existing holders), and the company must file a resale registration statement by November 8, 2005 or issue extra units to purchasers.

    capital raising announcement

2004

  1. 10 June

    A press release says the Saipem Perro Negro 3 drilling rig has arrived at the KG#1 well location in the Krishna Godavari Basin block off India's east coast, with drilling to begin after rig maintenance and testing. It is the first of an initial four-well program, and GeoGlobal has a 5% net carried interest in the well; this is the first drilling on the block acquired in the 2003 deal.

    drilling progress report

  2. 6 May

    the American Stock Exchange certified GEOGLOBAL RESOURCES INC.'s securities for listing, clearing them to begin trading.

    listing compliance notice

2003

  1. 22 Oct

    On August 29, 2003, the company acquired all of GeoGlobal Resources (India) Inc. from Jean Paul Roy for 34.0 million shares (14.5 million delivered, 19.5 million held in escrow pending exploration results) plus a $2.0 million non-interest-bearing note. Roy becomes President/CEO and holds about 69.3% of the shares if the escrowed shares are released, and the business turns to oil and gas exploration, starting with a net 5% interest in an offshore east-India block (KG-OSN-2001/3) under a Production Sharing Contract with GSPC and Jubilant Enpro. The filing says GeoGlobal holds no proved or probable reserves and has never produced oil or gas; the sale of i5ive Communications to a Loblaw-owned company was a closing condition. The filing text is truncated, so further details are not covered.

    asset acquisition disposition

2002

  1. 20 Mar

    The company's subsidiary i5ive Communications gave Double B Holdings, LLC an option to buy the Suite101 website assets (book value $132,000 at Sept 30, 2001) for $155,000 less the non-refundable option payments ($15,000, plus $30,000 if extended), plus a 26% stake in Double B and a 5% stake in Blue Frogg Enterprises held by Double B. The option expires May 14, 2002 and follows the wind-down of staff and the Marketeam arrangement; it is a possible sale of the company's website business.

    farm in farm out agreement

  2. 19 Feb

    Suite101.com (the company's earlier name) terminated all employees except three officers/directors (Peter Bradshaw, Julia Bradshaw, Cara Williams) effective January 31, 2002, and hired Creative Marketeam Canada, a firm owned by its former COO Douglas Loblaw, to run the Suite101 website for $26,000 a month plus its receipts from BarnesandNoble.Com contracts. The filing says the staffing cuts reflected limited revenues and aimed to make a business combination or restructuring easier by reducing overhead; the agreement also requires Marketeam to preserve the website assets to help facilitate their sale.

    business combination