Each one in plain English, with the numbers worked through for a shareholder.
14 Feb 2014substantial holder notice● Neutral
Crede CG II, Ltd.&#, Crede Capital Group, LLC, Acuitas Financial Group, LLC, Terren S. Peizer reported a GEOGLOBAL RESOURCES INC. shareholding of 13,827,387 shares (6.90% of votes) in a periodic institutional filing.
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.
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.
Crede CG II, Ltd, Crede Capital Group, LLC, Acuitas Financial Group, LLC, Terren S. Peizer reported a GEOGLOBAL RESOURCES INC. shareholding of 15,237,213 shares (9.90% of votes) in a periodic institutional filing.
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.
Crede CG II, Ltd, Crede Capital Group, LLC, Acuitas Capital Group, LLC, Terren S. Peizer disclosed a new substantial GEOGLOBAL RESOURCES INC. shareholding (9.90% of votes).
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.
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.
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.
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.
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.
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.
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.