27 Feb 2015listing compliance notice▼ BadMajor
Imperial Resources, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Mar 2013auditor change● Neutral
Around February 26, 2013 the board dismissed Madsen & Associates CPAs, the auditor since 2009, and hired Sadler, Gibb & Associates as its new auditor. The filing says Madsen's reports had no adverse opinion except a going-concern doubt (continuing an existing open thread) and that there were no disagreements with Madsen; Madsen's confirming letter is filed as an exhibit. The filing gives no reason for the change.
23 July 2012financial restatement▼ BadMajor
On July 16, 2012 the board concluded that quarterly financial statements for the periods ended June 30, September 30 and December 31, 2011 should not be relied on. The $450,000 convertible debt from the salt water disposal facility purchase was wrongly accounted for: the conversion feature should be treated as a derivative liability at fair value, not a beneficial conversion feature. The filing gives no restated figures.
11 July 2011capital raising announcement● Neutral
Under the December 2010 purchase agreement, Coventry Capital subscribed for 532,461 shares at $0.2817 per share for $150,000, payable within 14 days. Shares outstanding would rise to 42,894,561. The price is well below the $0.6784 of the first subscription, so this is cheaper dilution than the earlier one.
What it means for a shareholder
532,461 new shares at US$0.2817 to raise about US$150,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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20 June 2011material agreement● NeutralMajor
Green Tide Water Disposal, a wholly owned subsidiary, signed a $1,200,000 convertible note to Quarry Bay Capital (not an affiliate) to rework and run the Wise County salt water disposal well bought in April 2011. The note carries 20% interest, paid monthly from 80% of the facility's net cash flow, and the lender can convert the unpaid balance into up to 50% of the equity in Green Tide. This funds the facility's development but could give the lender up to half of that subsidiary.
29 Apr 2011material agreement● NeutralMajor
On April 27, 2011 Imperial Oil & Gas agreed to buy about 41 acres, a salt water disposal facility and a wellbore with permits in Wise County, Texas from Legion Land & Exploration for $500,000: $50,000 at signing plus a $450,000 convertible note at 6%, repaid monthly ($9,529.59 for 54 months from June 1, 2011). The holder can convert the balance into shares six months after signing at a 15% discount to the recent average price. The press release describes it as one of two key projects for the company, to be reopened after deepening the well; the facility's cost, revenue and break-even figures are company expectations.
7 Feb 2011financial restatement▼ BadMajor
Because J. Crane's registration was revoked, Imperial said the 2009 financial statements in its July 2010 annual report can no longer rely on that audit. It has engaged Madsen to re-audit March 31, 2009 and expects to file an amended annual report on or before April 15, 2011. Both auditors' reports had included a going-concern uncertainty.
7 Feb 2011auditor change▼ Bad
The company disclosed that regulators revoked the registration of its former auditor J. Crane CPA, which audited the year ended March 31, 2009 and was dismissed June 17, 2009. Madsen & Associates has been the auditor since then. The filing reports no disagreements other than a going-concern-related scope modification.
26 Jan 2011drilling progress report● Neutral
Imperial Oil & Gas signed a Farmout Agreement, conditional on a satisfactory title check, to drill one to four infill wells in the Sawyer Field, Lea County, New Mexico (the 'Stateline' project). It pays a $60,000 spud fee and earns a 77% net revenue interest in 40 acres per well, with the assigning party keeping a 10% working interest in each well. Drilling on the first well must start within 270 days.
4 Jan 2011capital raising announcement● NeutralMajor
Imperial signed a Securities Purchase Agreement with one U.S. accredited investor, who bought 737,041 shares at $0.6784 for $500,000 and has the option until December 31, 2011 to subscribe for a further $500,000 to $2,500,000 of shares at a 15% discount to the recent average price or $0.6784, whichever is greater. Shares outstanding rise to 42,362,100, and further dilution is possible if the investor uses the option.
What it means for a shareholder
737,041 new shares at US$0.6784 to raise about US$500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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14 Dec 2010capital raising announcement● Neutral
Amendment of the December 13 filing on the Coach Capital note conversion, filed only to fix the signature: the filing agent had wrongly included the prior CEO's signature, and it is now signed by Robert Durbin as President/CEO. The conversion terms and figures are unchanged. The company's address is now shown as Austin, Texas.
13 Dec 2010capital raising announcement● NeutralMajor
Coach Capital converted its $900,000 loan note (January 2010, owed by the Imperial Oil and Gas subsidiary), with $42,534.25 accrued interest, into 1,625,059 new shares at $0.58 per share. The note is cancelled, including Coach's claim on production from a producing well, and shares outstanding rise to 41,625,059, so existing holders are diluted but this debt is gone.
16 July 2010material agreement● NeutralMajor
Imperial's subsidiary Imperial Oil and Gas signed three deals: a $1,500,000 loan to HydroFX Holding for a waste water disposal venture in Wise County, Texas (convertible, at Imperial's election, into a 40% stake in the venture); a July 1, 2010 agreement with OKT Resources for a 70% working interest (78% net revenue interest) in two Grayson County, Texas wells, with costs estimated at $1,744,475; and a July 12, 2010 agreement with Husky Ventures for a 50% working interest in a horizontal drilling project in Kingfisher County, Oklahoma, for $398,750 plus estimated drilling costs of $1,503,225. These are the company's first disclosed oil, gas and disposal commitments in this history.