Each one in plain English, with the numbers worked through for a shareholder.
22 Sept 2017material agreement● NeutralMajor
On September 7, 2017 (amended September 20), the company agreed a staged private placement with GSC-TL Partners for 258,955,325 shares, about 60% of the company, for up to US$35,000,000, of which only US$4,000,000 is cash and the rest is work programs and a school in Tajikistan. The first stage is 43,000,000 shares for US$3,000,000 (about 19.95%). The filing says the company has failed to file annual statements since FY2015, its shares are cease-traded in Canada and the TSX Venture listing is suspended. Existing holders would be heavily diluted if all stages complete, and stages two and three need shareholder approval.
BDO Visura International AG resigned as auditor on May 4, 2015 and the company hired its parent, BDO AG, the same day. BDO Visura's reports for 2014 and 2013 carried a going-concern doubt paragraph, which continues the long-running concern, and the filing reports no disagreements.
15 Jan 2015asset acquisition disposition▲ GoodMajor
The Tajikistan purchase thread, open since Dec 2012, closed with a different structure: on January 15, 2015, DWM Petroleum, via its subsidiary TF Petroleum AG, completed buying 65% of Austria-registered EPA.at for US$12 million from Kavsar General Trading FZE. EPA.at holds 57.42% of Petroleum Sugd, which owns eight producing oil fields; the Tajik state oil company holds the other 42.58%. The filing does not say how this relates to the earlier 80% / $21,000,000 terms.
The company agreed a private placement with Stichting VB Vagobel: 43,000,000 shares at US$0.15 (US$6,450,000) on December 19, 2014, plus warrants forcing purchase of 23,717,633 shares at US$0.20 and 5,771,130 shares at US$0.15 after stockholder approval. Vagobel is also to buy two US$25,000,000 convertible debentures (3% interest, convertible at US$0.70, five-year term) and gets board nominees. The share issuance would dilute existing holders, and the later parts depend on a stockholder vote not yet held.
The company hired J. Streicher Capital LLC for six months from August 14, 2014 to help with trade shows, investor contact and roadshows, paying US$7,500 upfront plus US$7,500 a month and expenses. It also granted Streicher 750,000 stock options at US$0.076, US$0.084 and US$0.090 (250,000 each), vesting over twelve months and expiring after five years, subject to TSX Venture approval. This adds a small amount of potential dilution.
A second amendment to the same report that only files the schedules to the Dec 31, 2012 Share Purchase Agreement. The description of the $21,000,000 purchase of 80% of the Swiss company holding Tajik oilfield assets, the $10,100,000 deposit and the extended deadlines repeats the June 25 filing with no new terms.
An amended filing gives the missing price terms of the Dec 31, 2012 deal: DWM Petroleum is buying 80% of a Swiss company (which will own the Tajik producing oilfield assets) for $21,000,000 in cash, with $10,100,000 already advanced as a deposit. If the deal fails because the seller misses conditions, the deposit is refundable less a $2,000,000 termination fee. Deadlines were pushed back: conditions for the next advance to June 29, 2013, and closing conditions to September 27, 2013.
On December 31, 2012 DWM Petroleum signed a share purchase agreement with an unrelated third party to buy, for cash, 80% of a Swiss company that will own producing oilfield assets in Tajikistan. DWM has already paid a $10,000,000 deposit, refundable if the deal fails but subject to a termination fee; closing needs TSX Venture approval and other seller transactions. The filing does not state the total price. This would be a move into owning producing assets, unlike the earlier exploration-stage holdings, but it is not yet completed.
By a deed dated August 6, 2012, Santos exercised its option to acquire 70% of Somon, subject to signing definitive agreements (a farm-in agreement and shareholder agreement) by September 6, 2012. If completed, Santos Netherlands B.V. and a third party would farm into 70%, leaving DWM (Manas) with 20% and Anavak with 10%. This follows through on the May ratification, but it is not final until the agreements are signed.
This amendment repeats the May 7, 2012 Tajikistan filing and swaps in the news release actually issued on May 9, because the first attached draft had the Energy Minister's name inverted. It adds no new business information.
On May 7, 2012 Tajikistan's government ratified the Production Sharing Agreement with Manas's subsidiary Somon Oil, giving a 30-year term (renewable up to two five-year periods). The filing says this was the last step for Santos to exercise its option to take 70% of Somon, an option that expires if not exercised within three months of the award. This is the first mention of Tajikistan in the history here, and it carries the Santos farm-in that began in Kyrgyzstan.
Effective November 22, 2011 Manas hired General Research GmbH for investor relations, mainly in Europe, at EUR 5,000 a month plus expenses, running to November 16, 2013, and granted 500,000 options at $0.20 until November 23, 2016. This is another small service contract with an option grant.
On September 22, 2011 Manas issued 2,000,000 shares to one of its directors, partly as pay for past services and partly as an incentive to keep serving. This is a small dilutive issue to an insider.
Effective September 1, 2011 Manas hired Brisco Capital Partners for investor relations and marketing at US$10,000 a month for six months unless extended, and granted 500,000 options at $0.225 until September 1, 2016. This is a small service contract with an option grant.
On December 6, 2010 Manas issued 2,000,000 shares to a consultant for services (half locked up for 12 months, half for 24). On December 9 it also issued 3,527 shares under a consulting agreement paying $150 an hour, two-thirds in cash and one-third in shares. These are small dilutive issues paid for services.
Manas Petroleum, later renamed MNP, signed a cooperation agreement with Shunkhlai, a Mongolian group, pairing the explorer with a local partner. Only the exhibit's signature page was filed, so the commercial terms are not on the public record.
On September 26, 2010 Manas agreed with Alexander Becker, holder of about 14,290,493 shares, to place his shares with buyers; any not placed within 6 months must be bought by Manas itself. This creates a possible obligation to buy back shares, and the filing gives no price.
On August 31, 2010 Manas contracted DQE International, a CNPC Daqing Petroleum subsidiary, to acquire 300 km of 2D seismic on Mongolia blocks 13 and 14 at $3,500/km, $1,050,000 in total, with a bank guarantee required. The filing now says Manas owns 84% of the rights (10% held in trust for a Mongolian oil and gas company, subject to approval) and two investor groups hold 16%, a different split from the 74%/26% in the April 2009 contracts. This is the first sign of exploration work being funded in Mongolia.
On June 2, 2010 Manas granted a consultant options on 150,000 shares at $0.80, expiring June 2, 2013 and vesting in 12 quarterly instalments. This is a small option grant.
What it means for a shareholder
150,000 new shares at US$0.800 to raise about US$120,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
28 May 2010asset acquisition disposition▲ GoodMajor
On May 25, 2010 the Petromanas share purchase agreement was amended so that 100,000,000 additional Petromanas shares, originally due on first well completion or by June 24, 2011, were issued on May 26, 2010. DWM Petroleum now holds 200,000,000 Petromanas shares (32.36%), with the right to a further 50,000,000. Petromanas also closed a $75,000,000 private placement of 187,500,000 units at $0.40, which Soros-managed Quantum Partners and Columbia Wanger funds largely subscribed. This speeds up part of the Albania sale payment, while Manas's percentage stake rose only slightly (from 30.47% to 32.36%) because of the new Petromanas shares issued.
On April 26 and 30, 2010, Manas issued 1,334,746 and 50,000 shares at $0.59 each on exercise of earlier warrants, both to non-U.S. persons. This continues the run of warrant exercises and adds a small amount of dilution.
What it means for a shareholder
50,000 new shares at US$0.590 to raise about US$29,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Between March 31 and April 10, 2010, Manas issued 2,447,387 new shares (150,000 + 677,966 + 291,763 + 342,627 + 985,031) at $0.59 each when existing warrant holders exercised, all to non-U.S. persons. This brings in cash and slightly dilutes existing holders.
25 Feb 2010asset acquisition disposition▲ GoodMajor
Manas completed the sale of its Albanian assets on February 24, 2010, under a February 12 share purchase agreement that replaced the November 2009 letter of intent with WWI Resources (now renamed Petromanas Energy). It received CDN$2,000,000 in cash and 100,000,000 Petromanas shares (about 30.47%), with up to 150,000,000 more shares to come on set conditions, and Petromanas repaid about US$8.5 million of loans owed to DWM. Manas officers and directors took over Petromanas management and half its board, so shareholders now hold Albania exposure through Petromanas shares rather than direct ownership.
On November 19, 2009 Manas signed a binding letter of intent to sell a subsidiary holding all its Albanian assets (three production sharing contracts, 100% working interest, 1.7 million net acres) to TSX Venture-listed WWI Resources. It would receive at least 100,000,000 WWI shares and a cash signing bonus, with up to 150,000,000 more WWI shares if operational targets are met. The sale needs due diligence, a definitive agreement, regulatory and shareholder approvals and a WWI private placement. Manas and WWI would each appoint three directors to WWI's board, and Manas's current officers would become WWI's officers. The deal is not yet completed, and it would swap direct Albanian ownership for WWI shares.
Albania approved a production sharing contract on July 8, 2009 (effective July 31, 2009) giving DWM Petroleum two onshore blocks, Blocks 2-3 (about 3,439 km²). Completing all three phases would take seven years and cost at least $25,100,000, with Phase 1 due within three years, including a minimum $8,000,000 exploration well. This adds to the Albania blocks approved in December 2007.
On May 6, 2009 Manas hired BDO Visura as its auditor and on May 7 dismissed Deloitte AG, which it says was part of an overall effort to reduce costs. Deloitte's report on 2008 included substantial doubt about Manas continuing as a going concern; the filing reports no disagreements.
On April 28, 2009 Manas granted options on 4,400,000 shares at $0.26 per share, expiring April 28, 2012, to three people: an officer, an employee and an executive of a consultant. They vest in 12 quarterly installments. The filing's header says April 28, 2008, which looks like a typo (inference).
What it means for a shareholder
4.4m new shares at US$0.260 to raise about US$1.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On April 21, 2009 DWM Petroleum signed production contracts with Mongolia's Petroleum Authority, completing the assignment of blocks 13 and 14 (over 20,000 km²). Manas owns 74%, with the rest held by a Mongolian oil and gas company and two investors. The contracts give a five-year exploration period and a twenty-year exploitation period. This moves the Mongolian project, which earlier financings tied interests to, from rights to signed contracts.
On March 31, 2009 Manas decided its June 30 and September 30, 2008 quarterly statements must be restated. A beneficial conversion feature on convertible debentures (the filing dates them April 30, 2008 and says they are redeemable April 30, 2010) was expensed all at once instead of over the two-year term. The fix means $517,498 less expense in the second quarter and $62,657 more in the third. This is a second restatement after the February 2008 one. The filing says the company has no audit committee.
