Each one in plain English, with the numbers worked through for a shareholder.
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.
Started funding the Blue Tap water-disposal deal before it was signed, lending up to C$300,000 through a convertible debenture in two instalments while the definitive agreement was still being negotiated.
Hired consultant Alexander Koretsky at $8,333 a month, payable in cash or in shares already registered for immediate resale - roughly $100,000 a year of advisory cost that the company could settle without spending any money.
Settled a land bill in stock: unable to pay the C$100,000 due on the Valleyview permits in January, the company had turned C$80,000 of it into a note, and the vendor Golden Virtue Resources now converted the balance into 954,461 shares at 8.25 cents. Two years after selling stock at $5.25, the company was issuing it at a sixtieth of that price to cover a routine option payment.
Agreed to buy at least 51% of Blue Tap Resources for a $450,000 investment in its mothballed waste-water disposal site at Morinville, Alberta - 17 freehold leases with two gas wells and a disposal well - starting with a $300,000 bridge loan to restart the facility. This is where the company stopped being a lithium explorer and became an oilfield water-disposal business.
Put its finance chief on a contract too: Bryan Kleinlein, chief financial officer since May 2012, was re-engaged through his firm International Compass for six months at $12,000 a month, again payable in stock if cash was short. Both of the company's senior officers were now paid on terms that assumed there might be no cash.
Signed a third convertible lender within a fortnight, JDF Capital, for a secured note of $672,000 face against $600,000 cash, of which only $150,000 was funded up front, plus 3.6 million warrants at $0.185. Three lenders in nine months, each advancing money in small tranches - the profile of a borrower nobody wanted much exposure to.
Brought in a second convertible lender, JMJ Financial, for a note of up to $1.1 million face against $1 million of cash - but only $100,000 was actually advanced at closing, the rest drawable only if both sides agreed. Warrants came at $0.185, another step down from the $0.20 Hagen had just been repriced to.
29 Oct 2012capital raising announcement● NeutralMajor
Chief executive Alexander Walsh exchanged 20 million of his common shares for 20 million new Series A preferred shares that convert back one-for-one after a year and carry no other rights. Nothing changed economically for him, but 20 million shares came off the common count at exactly the moment a lender was converting debt into stock at a floating discount.
Replaced the whole tangle of Glottech agreements with a licence and sales agency contract straight from the Irish patent owner, GD Glottech International, paid for with 2 million shares. It made the company exclusive Canadian sales agent for the ultrasound machines in non-petrochemical mining, and put the Glottech-USA litigation risk behind it.
Repriced both convertible debentures in favour of the lender, named here for the first time as Hagen Investments: the warrants and the conversion floor were cut from $0.45 to $0.20, with the 65%-of-the-twenty-day-low discount left in place. Less than four months after closing, the company was already renegotiating downward.
Paid $150,000 to contract directly with GD Glottech-International in Ireland, the owner of the ultrasound patents, because its counterparty Glottech-USA was facing litigation and might not be able to honour the licence. The company's central asset turned out to rest on a chain of agreements it did not control.
Changed auditors for the third time since 2009, though benignly this time: Child, Van Wagoner & Bradshaw stopped auditing public companies and its successor firm Anderson Bradshaw took over the same work.
Closed the $1.5 million debenture on worse terms than announced: the warrant price was cut from $0.69 to $0.45 and, critically, conversion became the lower of $0.45 or 65% of the lowest share price in the previous twenty trading days. That floating discount means the cheaper the stock gets the more shares the lender receives - the mechanism that drove the relentless dilution of the following four years.