GEOPETRO RESOURCES CO

GEOPETRO RESOURCES CO terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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).

material agreement termination

GEOPETRO RESOURCES CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

listing compliance notice

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).

business combination

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.

business combination

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.

listing compliance notice

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.

listing compliance notice

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

production update

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.

asset acquisition disposition

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.

production update

GeoPetro sold 2,002,599 shares plus five-year warrants (600,779 shares at $4.50) to investors in a private placement for $7,710,006, paying a $385,500 cash fee and 60,078 warrants at $3.85 to placement agent Energy Capital Solutions. It must register the shares for resale, and owes up to 200,259 extra shares to investors if registration deadlines are missed. Existing shareholders are diluted; the press release says proceeds fund exploration and development and working capital, and shares outstanding rise to 31,549,674.

capital raising announcement

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

listing compliance notice