Each one in plain English, with the numbers worked through for a shareholder.
3 Feb 2006material agreement● Neutral
The company extended its Technical Services Agreement with Roy Group (Barbados) Inc., owned by President and principal stockholder Jean Paul Roy, to December 31, 2007, and raised the fee to $350,000 per year from January 1, 2006. This is a related-party contract with the company's largest shareholder.
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.
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.
What it means for a shareholder
4.3m new shares at $6.50 to raise about $21.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
An amended version of the February 2004 auditor-change filing: it corrects the resignation date to February 26, 2004 (the original said February 24) and drops one sentence about not receiving advice from Grant Thornton. Ernst & Young remains the new auditor.
The company, now named GeoGlobal Resources Inc., disclosed that Grant Thornton resigned as auditor and Ernst & Young was hired on February 26, 2004 to audit 2003 consolidated financials. The filing says there were no disagreements and Grant Thornton had not issued an opinion on the consolidated statements (it only gave an October 2003 opinion on the India subsidiary's 2002 statements).
22 Oct 2003asset acquisition disposition● NeutralMajor
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.
Suite101.com replaced its auditor N.I. Cameron with Grant Thornton on October 6, 2003, and also retained Grant Thornton to audit GeoGlobal Resources (India) Inc., which it acquired on August 29, 2003. The filing says Cameron's reports for 2001 and 2002 carried a going-concern warning and that there were no disagreements with Cameron.
20 Mar 2002farm in farm out agreement● NeutralMajor
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.
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.