Each one in plain English, with the numbers worked through for a shareholder.
6 Aug 2014securities registry admin▼ Bad
Adopted a 2014 stock plan allowing up to 20 million shares to be handed to directors, officers and consultants - a large new share pool authorised at a moment when the stock was worth about four cents and lenders were already converting debt into tens of millions of shares.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.