MNP Petroleum Corp

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

material agreement

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.

material agreement

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.

material agreement

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.

material agreement

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.

material agreement

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

material agreement

On September 4, 2008 Manas sold 4,000,000 units at $0.65 each ($2,600,000) to two US investors. Each unit has one share, one warrant exercisable at $0.95 for two years, and a share of rights in Mongolia's Sulinkheer 13 and 14 contracts, totalling 8% of Manas's interest there. This adds new shares and warrants, and gives away part of the Mongolian interest; the units were priced far below the $4.50 paid in July 2007 and the $2.10 warrant strike from May 2008 (inference: share value fell). The filing also lists an Item 4.02 restatement notice, but the text shown does not describe one. The 8% interest granted here looks like the same 8% promised to the August debenture holder, but the filing does not say whether they are the same.

capital raising announcement

On August 19, 2008 Manas and Santos amended their 2006 Kyrgyzstan farm-in so that Santos starts the Phase 2 work program (drilling three exploration and three appraisal wells) on October 1, 2008, alongside Phase 1, rather than after it. Separately, on August 18 Manas borrowed $2 million through two-year 8% convertible debentures, secured on its Kyrgyz assets and convertible at the price of a future public offering. Debenture holders also receive an interest in 8% of Manas's interest in Mongolian lots 13 and 14. The Santos change speeds up the work Santos funds; the loan adds secured debt.

capital raising announcement

On May 15, 2008 Manas issued $4,000,000 of two-year convertible debentures at 8% interest to four non-US investors, with 1,000,000 two-year warrants at $2.10 per share. Interest and principal can be paid in cash or in shares priced at 90% of the recent average price, and the debentures must be redeemed if a public offering of at least $20 million is completed. This adds debt and potential dilution; the filing says some conversion terms had not yet been reviewed or approved by the investors.

capital raising announcement

On February 11, 2008 Manas decided its 2006 year-end statements and its September 30, 2007 quarter statements must be restated, because the write-off of $905,939 of debt owed by South Petroleum was recorded after, rather than before, the October 2006 sale of a 70% stake in South Petroleum to Santos International Holdings (for $4 million upfront plus Santos funding exploration). The filing says the gain on DWM's books would have been larger had it been recorded properly. Amended filings will follow.

financial restatement

On December 12, 2007 Albania's Council of Ministers approved production sharing contracts for four onshore blocks (about 3,100 km²) held by DWM Petroleum, Manas's subsidiary. Keeping the rights requires phased work; the full program is a minimum of $15,620,000 per contract over seven to ten years, and Phase 1 must be done within three years.

material agreement

Manas arranged a private placement of 825,227 units at $4.50 each, for gross proceeds of up to $3,687,992, effective July 31, 2007. Each unit has one share and one warrant exercisable at $5.50 until July 31, 2009; proceeds are for working capital, and commissions were $155,759 plus 33,289 warrants. New shares and warrants dilute existing holders.

capital raising announcement

The DWM Petroleum deal closed on April 10, 2007: DWM shareholders received 80,000,000 shares, 79.9% of the company, for 100% of DWM, and the company now operates as Manas Petroleum from Baar, Switzerland. New employment agreements start April 10, 2007 with Dr. Alexander Becker as CEO, Heinz Scholz as chairman, Peter-Mark Vogel as CFO and Yaroslav Bandurak as CTO, with salaries of $63,000 to $348,000 and stock options. The text shown is cut off after a mention of a private placement of 10,330,152 units, so other terms are not captured here. This completes the merger thread.

business combination

The letter of intent with DWM Petroleum became a definitive share exchange agreement on November 24, 2006: Express would issue 80,000,000 shares for at least 95% of DWM, raise authorized shares to 200,000,000, do a 2-for-1 forward split, and rename itself Manas Petroleum. Closing requires selling 10,000,000 to 12,000,000 units at $1 each, with extra shares owed to DWM holders for oil reserves found (up to 2.5 billion barrels, up from the 2 billion in the letter). It also plans to sell its Masterlist subsidiary to its sole employee, targets closing by January 31, 2007, and declared a one-for-one share dividend for holders of record December 6, 2006.

material agreement

Express Systems signed a non-binding letter of intent on September 25, 2006 to acquire DWM Petroleum AG (assets in Kyrgyzstan and Albania) in exchange for about 80,000,000 shares, 73% of the company on a fully diluted basis after fundraising. The deal depends on raising $1,140,000 (of which $140,000 was raised October 3, 2006), definitive documents, and a further $10,000,000 raise within 60 days of the merger; the letter also names Heinz Scholz as chairman/CEO and plans a name change to Manas Petroleum. Existing shareholders would be heavily diluted.

material agreement