KODIAK ENERGY, INC.

On January 18, 2011 Kodiak closed a private placement of 10,000,000 units at US$0.15 each for gross proceeds of US$1,500,000 with one accredited investor. Each unit has one share and one warrant to buy a share at US$0.50 until January 18, 2013; US$120,000 of issue costs are accrued, including an 8% finder's fee to a European firm. The price is far below the US$2.50 paid in the 2008 placement, and the new shares dilute existing holders. The filing does not say what the money will be used for.

capital raising announcement

On March 1, 2010 Kodiak completed the acquisition of 64.6% of the common stock of Cougar Oil and Gas Canada, Inc. (the publicly traded parent of Cougar Energy), under an agreement described in a January 26, 2010 filing by Cougar. Kodiak also guaranteed Cougar Energy's new bank financing: a Cdn$1,000,000 revolving demand loan at prime plus 3.5% and a non-revolving acquisition/development demand loan at prime plus 3.0%, which Cougar Energy drew on March 1, 2010. The size of the second facility and the price paid for the shares are not stated in this filing. This adds a further Kodiak guarantee on top of the Trout vendor debt, and the acquired business's financial statements and pro formas are promised within 71 days.

asset acquisition disposition

On November 4, 2009 Kodiak asked the TSX Venture Exchange to delist its shares voluntarily, with delisting after a ten-day period. Its shares will stay quoted on the US OTC Bulletin Board (KDKN). The board cited the cost of keeping a dual listing against the benefit, and the filing says it was not prompted by any order or communication from the TSX-V. Trading volume from December 24, 2007 to October 30, 2009 averaged 270,413 shares a day on the OTCBB versus 14,022 on the TSX-V. This ends the TSX-V listing obtained in late 2007.

listing compliance notice

Cougar closed the Trout field purchase on September 30, 2009 for CAD$6 million: CAD$1 million paid at closing and CAD$5 million owed to the vendor, interest-free, in monthly instalments from January 1, 2010 to March 2014, guaranteed by Kodiak and secured on the acquired properties. To fund the closing, Kodiak borrowed CAD$1,350,000 from Ionic Capital Corp. at 12% a year, due by June 30, 2010, plus 383,188 Kodiak shares to be issued, which adds dilution. Cougar also closed a second purchase (2 producing and 4 suspended wells in the Kidney and Equisetum fields, about 20 barrels per day) for CAD$100,000 over 18 months plus 155,000 Cougar shares at CAD$1.30. Finally, Cougar's partner in the Lucy project failed to complete its financing, so Cougar took the partner's Alexander and Crossfield, Alberta producing properties (about 15 barrels of oil equivalent per day) as default payment. This completes the July-August Trout field deal and adds debt.

asset acquisition disposition

Cougar Energy signed a binding purchase and sale agreement on the Trout field assets announced in July: 11 producing wells, 21 suspended wells and related facilities, for CAD$6,000,000 to be funded with cash and debt, with closing expected by September 30, 2009. The vendor's independent report puts proved and probable reserves at about CAD$7,250,000 (10% discounted value), and Cougar says it will update this after closing. Current gross production is about 170 barrels per day. This firms up the July agreement in principle.

material agreement

Kodiak announced on July 20, 2009 that its majority-owned subsidiary Cougar Energy has reached an agreement in principle with an unnamed private company to buy 11 producing wells, 21 workover or recompletion candidates, and water disposal facilities and pipelines in the Trout field, in and next to the CREEnergy project. Current gross production is about 170 barrels of oil per day, versus up to an estimated 2,450 barrels per day previously. No price is given. This is the first producing oil property for the group described in the filings so far, and it builds on the CREEnergy joint venture.

drilling progress report

Kodiak's majority-owned Cougar Energy met the funding milestone under its December 2008 exclusivity deal with CREEnergy, securing access to up to 345,000 acres of mineral rights in north-central Alberta with the first 46,000 acres leased for ten years. Four to six targets were lined up for the coming winter drilling season.

joint venture update

Kodiak said on March 13, 2009 that its financial statements for the quarter ended September 30, 2007, the year ended December 31, 2007, and the first three quarters of 2008 should not be relied on. After SEC questions, the 7,000,000 shares issued to Thunder in the September 2007 asset purchase will be valued at US$2.50 (US$17,500,000) instead of US$2.00 (US$14,000,000), a US$3,500,000 increase in recorded cost. Separately, a US$1,125,835 premium on flow-through shares must be shown as a liability rather than paid-in capital. Amended 10-Q and 10-K filings will follow. The filing describes these as accounting corrections and does not report any cash effect. This is the amended-filings thread from the earlier open items, though that thread concerned 2005-2006 periods and this one concerns 2007-2008.

financial restatement

Kodiak gave more detail on the joint venture with CREEnergy Oil and Gas Inc. (owned by the Peerless/Trout Lake First Nation and Alberta Cree Nation), under a binding letter agreement signed November 28, 2008. In return for advancing certain funds and committing to work programs, Kodiak gets an exclusive chance to develop identified properties, starting with one township (36 sections, 23,000 acres) from each First Nation on 10-year leases, with a development plan due May 1, 2009 and a goal of starting operations by November 1, 2009. This starts the CREEnergy thread that later became the Cougar Energy project.

material agreement

Kodiak reported on August 19, 2008 that the Brink Energy arrangement, agreed in June, has been terminated. Management believes Brink did not meet the requirements of the agreement. Kodiak is reviewing options to recover a secured CAD$1,000,000 loan advanced to Brink on June 20, 2008, the break fee (certain leased Brink mineral interests) and its transaction costs; no recovery is reported yet. This ends the Brink deal and leaves the loan and break fee as open questions.

material agreement termination

On June 19, 2008 Kodiak signed a binding letter agreement to buy all of Brink Energy Ltd., a private Calgary company, in a deal worth about CAD$30,000,000 at CAD$1.15 per Brink share. Brink holders would get Kodiak shares (0.411 each) or CAD$0.575 plus 0.2055 of a share, with cash capped at CAD$7,000,000 and mostly debt-funded. Brink holders would own about 7% of Kodiak if the full cash amount is taken. A final agreement was due by July 21, 2008, and the deal needs court, regulatory and two-thirds Brink holder approval, with a CAD$1,000,000 break fee each way in certain cases. This is the first move into producing assets described in the filing, with Brink's 12 wells (10 producing) in Manitoba and Alberta.

material agreement

On September 28, 2007 Kodiak agreed to buy oil and gas assets from Thunder River Energy and CIMA Holdings for up to $27,000,000: a 43% working interest in a Northwest Territories exploration license, rights in about 55,000 acres in New Mexico, a 6.25% interest in 84 km of seismic data and records. Payment is $100,000 deposit already paid, $900,000 cash at closing, 7,000,000 shares at closing and up to 6,000,000 more shares on milestones; it will file a registration statement for the 7,000,000 shares within 45 days of closing. The filing also reports a further 335,000 shares sold October 3, 2007 at $3.00 for $1,005,000 (flow-through, fees about $80,400), and a Canadian resource report by Chapman Petroleum Engineering on two Northwest Territories prospects, with cautions that prospective resources may never become reserves. Section 3.02 says the 7,000,000 shares were issued as partial consideration, so the deal appears to have closed (inference).

capital raising announcement

On September 28, 2007 Kodiak sold 4,622,670 shares for $12,490,000 in total, outside the US: 2,756,000 at $2.50 and 1,866,670 at $3.00 (the latter with a Canadian flow-through tax benefit). Research Capital Corporation was placement agent, paid about $999,200 (8%) plus options on shares. Kodiak must seek a TSXV listing by December 28, 2007 or pay investors a penalty of 2% per month with no time or amount limit, and the filing says there is no assurance the listing will be obtained. This is a much larger raise than the earlier placements.

capital raising announcement

This amendment repeats the restatement notice and adds that the board determined on November 3, 2006 that the 2005 annual report and the March and June 2006 quarterly reports should not be relied upon. Amended reports are still to be filed.

financial restatement

Kodiak said it will restate its financial results for the year ended December 31, 2005 and the periods ended March 31 and June 30, 2006, to correct accounting errors it attributes to inadequate record-keeping procedures in its start-up phase. The errors were found after it hired a full-time CFO. Amended reports are to follow; the filing gives no figures for the corrections.

financial restatement

Now named Kodiak Energy, the company signed a joint venture effective September 17, 2005 with an unnamed Canadian public company to explore for oil and gas on Montana leases. Kodiak will spend US$600,000 on up to four wells including seismic and, in return, earn 50% in the wells drilled in phase one, with the right to join in developing the rest of the leases at 50% by paying its share of costs. On September 22, 2005 it also bought, with the same partner, 2 sections of land in southeastern Alberta at a provincial land sale; Kodiak owns 50% and the partner operates. This is the first oil and gas activity in the filings.

asset acquisition disposition

On April 7, 2004 a Canadian court approved the company's bankruptcy proposal: its liabilities were paid off and extinguished, all officers and directors were terminated, and Marc Juliar took control. 15,000,000 new shares were issued to him without shareholder notice, taking outstanding shares from 33,531,761 to 48,533,761 (about 31% of the total). This resolves the 2003 bankruptcy and the company continues to exist, so existing holders kept their shares but were diluted. The filing also reports that the auditor Rotenberg & Co. resigned and Madsen & Associates was appointed, and that historical-cost assets and liabilities were zero as of April 7, 2004.

bankruptcy or receivership

The company, then called Island Critical Care Corp., was declared bankrupt on February 4, 2003 after its final extension under Canadian bankruptcy law expired. A trustee (Paul Stehelin of A.C. Poirier & Associates) was appointed, the board resigned, and a first creditors' meeting was set for February 21, 2003.

bankruptcy or receivership