Each one in plain English, with the numbers worked through for a shareholder.
15 Jan 2016auditor change● Neutral
This amendment repeats the auditor-change report (Q Accountancy Corporation dismissed and RBSM LLP hired on October 29, 2015) word for word. Its stated purpose is to add Exhibit 16.1, the former auditor's letter, which was left out of the original. It contains no new information. (The explanatory note refers to an original filed '1.14.15', which appears to be a typo for 2016, an inference.)
The company said it dismissed its auditor, Q Accountancy Corporation, on October 29, 2015 and hired RBSM LLP the same day. Q Accountancy's reports on 2012 and 2013 carried a going-concern warning, it issued no report on 2014, and the filing reports no disagreements. The filing is dated January 2016 and the company's address is now Dallas, Texas, with Brian Ladin as president and CEO; these are changes from the San Francisco address and the Draper-era leadership in earlier filings. The exhibit letter from the old auditor was left out of this filing.
On February 20, 2014 the company's subsidiary Deep Core Barbados agreed to buy all of New Horizon Exploration, Inc. from Greg Boyles of Houston. New Horizon holds a 13% interest in the La Maye Block in Colombia, where the company already holds 25%, so a completed deal would raise its stake there. The price is $800,000, less a $200,000 holdback and $404,890.46 of New Horizon debt that Deep Core pays directly, and it can be cut further if New Horizon's debts exceed set limits. Closing depends on Colombian hydrocarbons agency (ANH) approval and other conditions, and the agreement ends if ANH approval is not notified by April 15, 2014 or the deal has not closed by April 30, 2014, unless extended.
The company said its 2012 and 2011 financial statements and its June 2013 quarterly report should no longer be relied upon. The errors were in how non-cash oil and gas property costs and related liabilities were shown in the cash flow statements, plus an accrued liability at June 30, 2013 that should have been shown as a note payable. The CFO concluded this on October 16, 2013 (and November 12 for the reclassification) after SEC staff comments, and the company is filing amended reports. Shareholders should treat the earlier figures as superseded.
This amendment, filed after SEC review comments, repeats the August 2013 Deep Core sale report and adds pro forma financial statements. The pro forma figures show a loss on the sale of $8,271,133 for the six months to June 30, 2013 and $12,947,956 for the year 2012, and total liabilities falling from $8,254,308 to $3,025,886 as of June 30, 2013. The deal terms themselves are unchanged.
29 Aug 2013asset acquisition disposition● NeutralMajor
On August 28, 2013 the company sold all of Deep Core Inc., which holds the 50% Morichito Block interest in Colombia, to Black Energy Oil & Gas Corp. for $1.5 million in cash, with Black Energy also assuming $6 million of existing liabilities and all future Deep Core liabilities. The company keeps a 15% participation interest in Morichito through Deep Core Barbados, held in trust by Black Energy until Colombia's hydrocarbons agency (ANH) approves the transfer. Black Energy must fund exploration there up to $10 million, and the company has a right of first refusal on any resale. The sale reverses the earlier build-up of the Morichito position, leaving the company with a minority stake.
On February 13, 2013 the company sold one investor a $1,000,000 15% convertible debenture due in three years, plus five-year warrants for 2,000,000 shares at $0.60. The debenture converts at $0.50 per share, below the $0.60 conversion price of the 2012 debentures, and the interest rate is higher. The investor also gets the right to appoint 3 directors as the board grows to 7 members. The subsidiaries guarantee repayment. Shareholders face more debt, more potential dilution and a shift in board control.
On December 6, 2012 the company sold one investor a $500,000 6% senior convertible debenture due in three years, plus five-year warrants for 833,333 shares at $0.85. It has the same terms as the August 2012 debenture: conversion at $0.60 per share, interest rising to 12% and 15% if the $6,000,000 public offering and Nasdaq listing targets are missed, subsidiary guarantees, and a registration statement due within 45 days. This adds to the debt and potential dilution from August.
On August 29, 2012 the company sold two investors a $1,000,000 6% senior convertible debenture due in three years, plus five-year warrants for 1,666,667 shares at $0.85. The debenture converts at $0.60 per share, and the interest rate rises to 12% if a public offering of at least $6,000,000 isn't completed by December 31, 2012, and to 15% if the stock isn't listed on Nasdaq by January 15, 2013. The subsidiaries (Deep Core Inc., DCX S.A.S., Deep Core (Barbados) Inc.) guarantee repayment. This is the company's first new borrowing since the Deep Core notes were converted to equity in May 2012. If converted and exercised, it would dilute existing shareholders. A resale registration statement is due within 45 days.
On June 12, 2012 the company sold 416,666 shares at $0.60 each to a non-U.S. investor for $250,000, along with a five-year warrant for 104,167 shares at $1.25. The company must register the shares for resale within 150 days. This is a small raise that slightly dilutes existing shareholders.
What it means for a shareholder
416,666 new shares at $0.600 to raise about $250,000. That's 0.597% dilution: every existing holder's slice gets 0.597% smaller. If you held $1,000 of shares (1,667 at the issue price), your slice goes from 0.0024% to 0.00239% of the company. To keep it you'd need 10 more shares - about $6 at the issue price.