Past year: ▼ 31%(0.45c – 1.00c USD)
Each one in plain English, with the numbers worked through for a shareholder.
24 Aug 2017capital raising announcement▼ BadMajor
Settled the $708,000 note secured on the Alta Disposal subsidiary by issuing 70 million new Class C preferred shares carrying enhanced voting rights. The last substantive financing event of the company's life handed voting control to a creditor in place of a debt it could not pay; nine months later the filings stopped altogether.
17 Aug 2017capital raising announcement▼ BadMajor
Revealed how deep the hole was: $2.42 million owed to Blue Citi and $1.67 million to Concord on notes issued since 2014. Neither would be repaid - both simply agreed to stop enforcing, in exchange for $800,000 of warrants struck at a quarter and a third of a cent and a cut in their conversion discount from 50% to 25%. The company was being kept nominally alive by lenders choosing not to foreclose.
25 Apr 2017capital raising announcement▼ BadMajor
Signed six more convertible notes in eight weeks with JDF Capital and a new lender, Concord Holding Group - roughly $400,000 of cash for about $445,000 of face value, every one convertible at half the lowest price of the previous twenty days and one capped at half a cent a share. That price cap is the clearest statement of what the stock was then worth.
14 Apr 2017capital raising announcement▼ BadMajor
Settled a lawsuit by handing over 90 million shares. Union Capital, one of the eleven lenders from 2014, had sued after the anti-dilution ratchet cut its warrant price from 53 cents to five hundredths of a cent and the company refused to deliver the 24.6 million shares it claimed; the settlement cost nearly four times that. The same filing disclosed the company's own suit against PetroChase and Stephen Moore, who took $250,000 from subsidiary Black Box Energy in 2016 for a working interest in Pennsylvania wells that were never drilled.
12 Sept 2016material agreement▼ BadMajor
By 2016 the sums were tiny and the terms punitive: JDF advanced $37,000 against a $42,500 note and a $50,000 bridge loan, with a clause pushing the old $708,000 note's conversion discount from 35% to 50% if the bridge was not repaid within two months. The same filing announced talks with five noteholders to buy back $252,856 of notes and $195,000 of warrants for up to $460,000 cash plus $232,500 of fresh notes - an attempt to buy off the dilution with money the company plainly did not have, though the standstills did at least pause conversions.
4 Mar 2016financial restatement▼ BadMajor
The restatement widened a month later: while fixing the warrant valuations the company found it had also failed to recognise a derivative liability on the conversion rights embedded in its convertible notes. Two separate accounting failures, both of them about the toxic financing that kept the company alive.
3 Feb 2016financial restatement▼ BadMajor
Told investors not to rely on two full years of audited accounts, plus three quarters, after discovering it had mis-valued the warrants issued to its convertible lenders by mishandling their full-ratchet anti-dilution terms. The very instruments that had been diluting shareholders since 2011 had never been accounted for properly.
12 Aug 2014auditor change▼ Bad
Dismissed Anderson Bradshaw and engaged RBSM as auditor - the fourth firm in five years. Anderson's reports on the 2012 and 2013 accounts had carried a standing warning that accumulated losses and negative cash flow left real doubt the company could keep operating.
7 Aug 2014material agreement▼ BadMajor
Borrowed again from JDF - $708,000 of face value for $600,000 of cash paid in six monthly instalments, convertible at 65% of the lowest price in the previous twenty days (about four cents at signing), with 17.7 million warrants attached. Crucially, the note was secured in first position over every asset of Alta Disposal, the subsidiary holding the Blue Tap and Tero water businesses: the company had pledged its only real operations to the lender that was already diluting it.
5 June 2014capital raising announcement▼ Bad
JDF converted 227,700 preferred shares into 10.7 million common shares at 2.125 cents in a single day. Since January the Series B preferred alone had produced well over 50 million new shares.
21 May 2014capital raising announcement▼ Bad
JDF took another 7 million shares for 149,800 preferred at 2.14 cents - by now a monthly routine.
What it means for a shareholder
7.0m new shares at $0.0214 to raise about $149,800. That's 3.8% dilution: every existing holder's slice gets 3.8% smaller. If you held $1,000 of shares (46,729 at the issue price), your slice goes from 0.0264% to 0.0254% of the company. To keep it you'd need 1,846 more shares - about $40 at the issue price.
Create a free account to see this worked out for your own holding.
9 Apr 2014capital raising announcement▼ Bad
JDF converted 159,825 preferred shares into 6.9 million common shares at 2.3 cents.
4 Apr 2014material agreement● Neutral
Renewed Alexander Walsh's employment for another two years to January 2016 on unchanged terms - $120,000 a year, in shares if there is no cash.
3 Apr 2014asset acquisition disposition▼ BadMajor
Two things at once, and the smaller one is the more revealing. The company completed its Alberta expansion, buying 50% of Tero Oilfield Services - not the 75% announced in August - for C$1 million through subsidiary Alta Disposal, with an option on a further 25%. It paid for it by signing eleven separate convertible loans in nine days, roughly $1.3 million from JSJ, Centaurian, LG Capital, St. George, Vista, Union Capital, Iconic, Adar Bays, Black Mountain, JDF and a numbered British Columbia company, almost every one convertible at half the recent low share price.
25 Mar 2014capital raising announcement▼ Bad
Inlight converted another 39,016 preferred shares into 1.74 million common shares at 1.6 cents.
25 Mar 2014capital raising announcement▼ BadMajor
A fourth name, Blue Hill Associates, converted 50,000 preferred shares into 3.1 million common shares at 1.6 cents and immediately sold the entitlement on to Blue Citi. Roughly 29 million new shares went out in six weeks to four different holders of the same restructured debt.
20 Mar 2014capital raising announcement▼ Bad
JDF itself converted 122,175 preferred shares into 6.75 million common shares at 1.81 cents.
20 Mar 2014capital raising announcement▼ Bad
Blue Citi converted a further 106,500 preferred shares into 6 million common shares at 1.775 cents, on the same day JDF took 6.75 million of its own.
19 Mar 2014capital raising announcement▼ Bad
A third holder, Inlight, converted 95,984 Series B preferred shares into 6 million common shares at 1.6 cents. The preferred stock issued to JDF in January was being parcelled out to a widening circle of converters.
27 Feb 2014financial restatement▼ BadMajor
Withdrew its December 2013 quarterly accounts a week after filing them, having wrongly charged expenses incurred by Blue Tap before the company owned it; the reported loss was about $138,000 too big. A small error, but it means the first set of accounts including the newly acquired subsidiary could not be relied on.
27 Feb 2014capital raising announcement▼ BadMajor
The Series B preferred started converting almost immediately, and not by JDF: Blue Citi took 80,000 of the preferred shares and turned them into 5 million common shares at 1.6 cents across two notices in a fortnight. What had been described as retiring debt was simply the same claim arriving as stock, in someone else's hands.
22 Jan 2014capital raising announcement▼ Bad
Blue Citi converted the last $26,100 of the loan it had bought from JDF into 1.6 million shares at 1.63 cents. In six weeks that single $150,000 slice of debt had turned into 4.6 million new shares.
16 Jan 2014material agreement● Neutral
Extended the finance chief's contract to a full twelve months at the same $12,000 a month, still payable in freely tradeable stock at the company's choice - the third such contract for Bryan Kleinlein in ten months.
9 Jan 2014material agreement▼ BadMajor
Restructured with JDF Capital, which by now held the old 2012 Hagen debenture too. The remaining $299,000 of that debenture got a slightly gentler conversion discount, but $1.13 million of 2013 notes were swapped for a new class of Series B preferred stock that still converts at half the lowest share price of the previous twenty days and ranks ahead of ordinary shareholders in a wind-up. The debt was not repaid, only reissued in a form that sits above the common stock.
30 Dec 2013capital raising announcement▼ BadMajor
The dilution spiral became visible: JDF sold $150,000 of its loan on to Blue Citi, which converted just $48,900 of it into 3 million shares at 1.63 cents apiece. The company's debt was now being traded between lenders and turned into stock at prices that made the share count almost meaningless.
24 Oct 2013asset acquisition disposition▲ GoodMajor
Completed the Blue Tap purchase, buying 51% of the Morinville water-disposal business for about C$450,000 through a new Alberta subsidiary, Alta Disposal, alongside 49% holder Excel Petroleum, with a path to 70% by funding a further $420,000 and Alexander Walsh installed as Blue Tap's chairman. The company finally owned a revenue-capable asset rather than an option, though the leases carry a 3% royalty to their former owner.
22 Oct 2013capital raising announcement● Neutral
Closed the loop on the chief executive's share swap: the 20 million preferred shares agreed in October 2012 were issued and immediately converted straight back into 20 million common shares, leaving Alexander Walsh exactly where he started a year earlier.
27 Sept 2013capital raising announcement▼ BadMajor
Took another $500,000 facility from JDF Capital, of which $250,000 was funded against a note of $306,250 that had eighteen months of 15% interest baked in up front, plus 3.1 million warrants struck at 7 cents. The warrant price tells the story on its own: 18.5 cents in February, 7 cents by September.
19 Sept 2013material agreement● Neutral
Rolled Bryan Kleinlein's finance-chief contract over for another four months on identical $12,000-a-month cash-or-stock terms - the second short renewal in six months.
23 Aug 2013material agreement▲ GoodMajor
Agreed to buy 75% of Tero Oilfield Services, a family-owned Alberta water-hauling and disposal business, for $1.5 million - $50,000 down, $950,000 in cash by December and a $500,000 convertible note - plus a further $500,000 lent to Tero to clear its debts. A company drawing its own funding in $250,000 tranches from discount lenders had just promised $2 million in cash.
