Each one in plain English, with the numbers worked through for a shareholder.
2 Jan 2018listing compliance notice▼ BadMajor
Liberty filed an amendment to its Form 15, which ends its SEC registration and reporting duty for its common stock under Rule 12g-4(a)(2), solely to correct the number of holders of record to about 145. The certification is dated December 21, 2017, so the company stops filing public reports with the SEC; the filing does not say what happens to the shares.
On July 21, 2015 Liberty dismissed McConnell & Jones LLP and hired LBB & Associates Ltd., LLP as auditor for the year ending July 31, 2015. McConnell's reports for fiscal 2013 and 2014 each carried a going-concern warning citing losses, negative operating cash flows and minimal revenues, and its reply letter had not yet been received.
In April 2013 Liberty arranged two new funding sources: a Petro Fund 1 agreement to provide up to $3,650,000 until April 11, 2016, repaid in shares priced at 95% of the recent average price (minimum $0.05), and an $32,500 8% convertible note from Asher Enterprises due January 15, 2014, convertible at 61% of market price after 180 days. Both are repaid in or convertible into shares at a discount, so could dilute existing holders (an inference).
Liberty reported that under a three-year consulting agreement with Peter Gawith (March 1, 2012 to February 28, 2015) it pays 25,000 shares each quarter, and it issued the 25,000 shares for the quarter effective September 1, 2012. This is a small, recurring share issue paid for services rather than a cash raise.
24 Feb 2012asset acquisition disposition● NeutralMajor
On February 22, 2012 Liberty acquired three-year leases on 100% working interests in exploration properties in Bastrop, Caldwell and Eastland Counties, Texas (about 300, 622 and 112 acres) and a 5-acre non-producing Dillon Hall property whose well needs work-over, from Langold Enterprises Limited. It paid by issuing 24,155,435 restricted shares to Langold, which adds to the number of shares outstanding.
Liberty and Asia Pacific Capital changed the pricing in their share issuance agreement: shares are now priced at 95% of the 10-day average share price, with a floor of $0.05 per share. The earlier floor was $0.50 for the units, so the new floor allows shares to be issued at much lower prices than before (an inference from comparing the two terms), which could mean more shares for the same money; all other terms stay the same.
Liberty replaced ABBM Group, Ltd LLP with McConnell & Jones, LLP as auditor in September 2011. ABBM had issued no audit reports and the filing states there were no disagreements, so this second auditor change within a year follows the November 2010 appointment of ABBM.
Liberty amended its July 2010 share issuance agreement so that Asia-Pacific Capital has now committed a total of $8,000,000 in advances, although the first $4,000,000 has not been fully advanced. This enlarges the funding line described in the 2010 agreement.
Liberty dismissed its auditor George Stewart, CPA and hired ABBM Group, Ltd LLP on November 11, 2010. The filing reports no disagreements, but Stewart's reports for the past two years expressed substantial doubt about the company's ability to continue as a going concern.
Liberty agreed with Asia Pacific Capital Ltd. that it can draw up to $4,000,000 in advances until July 18, 2014 (extendable up to 12 months). Each advance is repaid by issuing units of one share plus one and a half warrants, priced at the higher of $0.50 or 90% of the recent average share price, so funding comes at the cost of new shares and possible dilution for existing holders (an inference).
This is a fuller re-filing of the March 30, 2010 acquisitions, adding company background: the company began in 2006 as DMA Minerals, abandoned its mineral claim, and became Liberty Energy in 2008 after a 25-for-1 share split. It describes itself as an early-stage exploration company with one producing well (the Dahlstrom gas well); it has paid one of four $100,000 instalments on the Bulgarian royalty, and Ian Spowart holds 15,400,000 shares (25.4%). The text is cut off, so later sections are not covered.
On March 30, 2010 Liberty completed its first oil and gas purchases: Jackson County, Texas interests (a 2% working interest in the Ratliff property, 100% of the Dahlstrom property and 100% of four exploration properties of about 850 acres) for $125,000 in total, plus a tiny overriding royalty interest in North Western Bulgaria for $100,000, with a further $300,000 needed to reach the maximum interest. The company states it is no longer a shell company, so it now has oil and gas assets rather than being an empty shell.
Liberty Energy signed ongoing consulting agreements, effective February 1, 2010, to retain Daniel Martinez-Atkinson as Chief Financial Officer (US$5,000 a month) and Ian Spowart as Chief Executive Officer (US$6,500 a month). Either can be ended with 30 days' notice.