3 Sept 2021listing compliance notice▼ BadMajor
GEOPETRO RESOURCES CO terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 May 2014material agreement termination▼ BadMajor
On May 14, 2014, GeoPetro, MCW Energy Group and MCW CA SUB all signed a termination of the merger agreement first made on February 28, 2013. The filing says the parties "jointly determined not to consummate the merger" and gives no reason. This ends the MCW merger thread: shareholders will not receive MCW shares, and GeoPetro stays an independent company (shown by the termination; the filing does not give a termination fee or any payment).
5 Sept 2013listing compliance notice● NeutralMajor
GEOPETRO RESOURCES CO's exchange filed to remove a class of its securities from listing.
16 Aug 2013listing compliance notice▼ BadMajor
On August 12, 2013, the NYSE MKT panel denied GeoPetro's appeal, after the Staff's August 2 report said the company should be delisted. Trading on NYSE MKT is suspended after August 20, 2013, and the common stock starts trading on the OTCQB on August 21. GeoPetro can ask the full Committee on Securities to review within 15 days, but that does not stay the decision, and it is still evaluating whether to do so. SEC reporting obligations continue. This resolves the long-running financial-condition listing dispute against the company; the filing does not mention the MCW merger.
27 June 2013listing compliance notice● Neutral
After its June 13, 2013 appeal hearing, the NYSE MKT panel decided on June 21 to defer action until it receives a Staff report on GeoPetro's operations through July 15, 2013. If the report finds GeoPetro is no longer financially impaired, the delisting proceeding is dismissed; otherwise GeoPetro can respond in writing and the panel will issue a final decision. The delisting question stays open.
16 Apr 2013listing compliance notice▼ BadMajor
On April 10, 2013, NYSE MKT told GeoPetro it had not made enough progress under its plan to regain compliance with the financial-condition standard by July 31, 2013, so its shares are subject to delisting. GeoPetro intends to appeal with an oral hearing, expected in about 6 to 8 weeks, which stays the delisting for now. It says this will not affect the MCW merger, though conditions are not assured. This continues the 2012 financial-condition deficiency thread and is a setback; the separate reverse-split requirement by May 21, 2013 is restated as still outstanding.
10 Apr 2013business combination● NeutralMajor
On April 4, 2013, GeoPetro and MCW amended the merger agreement. The deadline for GeoPetro to raise the $1,900,000 (units at no less than $0.10) moved to May 31, 2013, and a new condition requires shareholders to approve raising authorized common shares from 100,000,000 to 200,000,000. The amendment also permits GeoPetro to issue up to 20,000,000 units to settle certain notes payable and deferred compensation in equity, and permits MCW to issue stock in connection with a roughly $20,000,000 financing, in both cases without changing the exchange ratio. This continues the merger thread; the unit issuance for notes and deferred pay would dilute existing holders (inference).
4 Mar 2013business combination● NeutralMajor
On February 28, 2013, GeoPetro agreed to merge with a subsidiary of MCW Energy Group Limited (Ontario) and survive as an MCW subsidiary. Each GeoPetro common share would convert into 0.07840916 MCW common shares plus 0.138485 non-voting, non-dividend MCW Class B preferred shares (convertible into MCW common only if GeoPetro hits certain EBITDA targets within five years), and each Series B preferred share into 0.07840916 MCW Class A preferred shares. Closing needs shareholder approval of both companies, California Commissioner of Corporations approval, MCW shares listed on NYSE MKT, no more than 5% dissenting shares, and GeoPetro raising $1,900,000 in units at no less than $0.10 by March 29, 2013 (extendable by MCW); a $250,000 termination fee may apply. This is a new thread and builds on the February 2013 $0.10 placement.
28 Feb 2013capital raising announcement▼ Bad
On February 15, 2013, GeoPetro sold 3,650,000 units at $0.10 each for $365,000, each with one common share and a 3-year warrant for half a share at $0.50. This adds 3,650,000 shares and 1,825,000 warrants, diluting holders; the price is far below the $0.45 and $0.48 paid in the 2010-2011 placements (a comparison from the text's figures), and investors received piggyback registration rights.
What it means for a shareholder
3.6m new shares at $0.100 to raise about $365,000. That's 7.3% dilution: every existing holder's slice gets 7.3% smaller. If you held $1,000 of shares (10,000 at the issue price), your slice goes from 0.0215% to 0.0199% of the company. To keep it you'd need 784 more shares - about $78 at the issue price.
Create a free account to see this worked out for your own holding.
14 Jan 2013auditor change● Neutral
GeoPetro engaged Burr Pilger Mayer, Inc. on January 14, 2013 as its auditor for the fiscal year ended December 31, 2012, replacing Hein & Associates. The filing states there were no prior consultations or disagreements.
30 Nov 2012auditor change● Neutral
This amendment adds detail to the November 19, 2012 auditor departure: Hein's 2010 and 2011 reports had no adverse or qualified opinion, there were no disagreements or reportable events, and the audit committee accepted Hein's decision. No new auditor had yet been named.
28 Nov 2012listing compliance notice▼ BadMajor
On November 21, 2012, NYSE MKT told GeoPetro its shares have sold at a low price for a substantial period, and continued listing depends on a reverse stock split by May 21, 2013. This is a separate listing issue from the earlier financial-condition notice.
23 Nov 2012auditor change▼ Bad
On November 19, 2012, Hein & Associates, GeoPetro's auditor since 2002, declined to stand for re-election. The filing says there were no disagreements with Hein and that the company plans to engage a new auditor shortly.
11 Oct 2012listing compliance notice● Neutral
On October 9, 2012, NYSE MKT found GeoPetro had made a reasonable demonstration of its ability to regain compliance and extended the deadline from September 28 to December 31, 2012. The listing continues, with periodic reviews and delisting possible if progress isn't made.
28 Aug 2012listing compliance notice● Neutral
On August 27, 2012, NYSE MKT accepted GeoPetro's compliance plan and extended the deadline to regain compliance to September 28, 2012, subject to periodic review. Failure to make progress or comply could lead to delisting.
31 July 2012listing compliance notice● Neutral
On July 30, 2012, GeoPetro filed its plan with NYSE MKT for regaining compliance with the continued listing standard. The filing gives no details of the plan.
5 July 2012listing compliance notice▼ BadMajor
On June 28, 2012, NYSE MKT told GeoPetro it fails a listing standard because the Exchange believes losses are so substantial that it is questionable whether the company can continue operations or meet its obligations as they mature. GeoPetro must submit a plan by July 30, 2012 to regain compliance by September 28, 2012, or face delisting proceedings.
19 Sept 2011asset acquisition disposition▲ GoodMajor
On September 13, 2011, Madisonville Midstream closed the sale of idle, non-income-producing plant equipment to Peregrine for $9,250,000, after $1,575,000 of earlier deposits and a final $7,675,000 payment. The same day it repaid its Bank of Oklahoma loan (originally $7.7 million, made December 2008 for the plant purchase), resolving that debt; the company expects to restore production from the Magness and Fannin wells at about 8 million cubic feet per day in October 2011.
6 June 2011material agreement▲ GoodMajor
On May 31, 2011, the Peregrine equipment sale was amended: the price rose from $8,750,000 to $9,300,000 and closing no longer depends on regulatory approval. Peregrine pays monthly non-refundable deposits (a second $150,000 paid May 31), and closing must occur by September 29, 2011, with the price falling to $9,100,000 if closing is by July 31 and $9,200,000 if by August 30.
7 Apr 2011material agreement▲ GoodMajor
On April 1, 2011, GeoPetro's subsidiary Madisonville Midstream agreed to sell idle gas treatment plant equipment from the Madisonville Project to Peregrine Midstream Partners for $8,750,000, with closing due by May 31, 2011 (extendable up to 45 days). The sale depends on Peregrine getting regulatory approval for an underground gas storage project; a $150,000 deposit has been paid and is non-refundable except for material breach by Madisonville, and is credited against the price at closing.
4 Mar 2011capital raising announcement▼ Bad
GeoPetro reported two more private placements at $0.45 per unit (one common share plus a 3-year warrant for half a share at $0.75): 1,111,199 units for $500,038 on December 30, 2010, and 2,050,328 units for $922,648 on March 1, 2011. This adds 3,161,527 new shares and 1,580,760 warrants, diluting existing holders, and follows the September 2010 placement at $0.48; investors received piggyback registration rights.
6 Oct 2010capital raising announcement▼ BadMajor
On September 30, 2010, GeoPetro sold 3,575,000 units at $0.48 each for $1,716,000 in a private placement. Each unit has one common share and a 3-year warrant for half a share at $0.75, so 3,575,000 new shares and 1,787,500 warrants were issued. This dilutes existing common holders, and investors received piggyback registration rights.
What it means for a shareholder
3.6m new shares at $0.480 to raise about $1.7m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
19 Nov 2009asset acquisition disposition● Neutral
GeoPetro filed a fourth amendment to its report on the Madisonville plant purchase, adding reviewed interim financial statements of the seller for the nine months ended September 30, 2008 and 2007, which had been left out in error. The seller reported a nine-month 2008 net loss of $11.4 million, including a $7.1 million impairment. This is a filing correction with no new transaction.
13 Oct 2009capital raising announcement● NeutralMajor
Between August 3 and October 9, 2009, GeoPetro sold a further 5,056,328 Series B preferred shares at $0.75 to 49 accredited investors, raising $3,792,250. It raised the authorized Series B count from 6,800,000 to 7,523,000. This continues the April 2009 preferred raise, adding to the senior stock and potential conversion dilution for common holders.
1 May 2009capital raising announcement▼ BadMajor
GeoPetro agreed on April 30, 2009 to sell 2,466,672 new Series B convertible preferred shares at $0.75 each, raising $1,850,000. The preferred stock pays a $0.06 per share annual cumulative dividend, ranks ahead of common shares in a liquidation, converts one-for-one into common stock, and can be redeemed by the company after two years. This adds a new class of senior stock ahead of existing common holders and potential dilution when it converts.
25 Mar 2009production update● NeutralMajor
GeoPetro reported a 2008 net loss of $174,825 ($0.01 per share), much smaller than the $1,616,804 loss in 2007, with gas revenue of $6,152,542 versus $6,890,777. The company says revenue fell because of lower volumes (Hurricane Ike, plant shutdowns, high inlet pressure), and that the plant purchase cut the combined workforce from 30 to 22. It plans to raise Madisonville output, to rework or connect two more wells (Mitchell #1, Wilson #1), and is evaluating a possible farm-out of assets outside Madisonville. This gives the FY2008 figures that follow the FY2007 numbers in the earlier context.
19 Mar 2009asset acquisition disposition● Neutral
GeoPetro filed the second amendment to its January 2009 report on the Madisonville plant purchase, adding the seller's financial statements and pro forma figures that were due. The seller, Madisonville Gas Processing, LP, reported a 2007 net loss of $54.8 million, including a $53.2 million impairment, which the notes tie to diamondoids in gas from the Rodessa Formation. This completes a pending filing item from the acquisition.
7 Jan 2009asset acquisition disposition● NeutralMajor
Effective December 31, 2008, GeoPetro acquired the Madisonville gas treatment plant and pipelines from Madisonville Gas Processing, LP, which had been treating its Madisonville gas under 2005 agreements that are now terminated. It paid by taking on about $7.7 million of bank debt (a $1 million cash paydown plus a $6.7 million three-year Bank of Oklahoma loan secured by Madisonville reserves and the plant), about $1.1 million of payables, and 1.5 million new shares. It also raised $1,050,000 through 8% three-year unsecured subordinated notes with warrants at $1.00, adding debt and dilution.
3 Apr 2008production update● NeutralMajor
GeoPetro reported 2007 revenue of $6,890,777 (up 3% from $6,716,360) and a net loss to common shareholders of $1,616,804 ($0.05 per share), versus $1,011,806 in 2006. The company attributes the loss mainly to a $1.1 million impairment on its Canadian properties. It also disclosed a new 15% non-operated working interest in about 2,000 gross acres in Lavaca County, Texas, where a test well is drilling, and that the resale restrictions on its Toronto-listed shares expired March 30, 2008.
24 Aug 2007capital raising announcement● Neutral
GeoPetro announced the private placement announced earlier in August has closed: 2,002,599 units at $3.85, for $7.71 million gross. Shares outstanding are now stated as 31,583,007, and the company has agreed to file a registration statement for the shares. This completes the financing described in the earlier filing.
What it means for a shareholder
2.0m new shares at $3.85 to raise about $7.7m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.