Past year: ▲ 0%(0.01c – 0.01c USD)
Each one in plain English, with the numbers worked through for a shareholder.
8 Dec 2008debt financing● Neutral
On December 5, 2008 certain directors and executive officers lent Manas a total of $540,646 through promissory notes. They carry no interest unless Manas defaults (then 12%), and must be repaid when Manas raises $1,000,000 or more in debt or equity, or 90 days after a demand.
27 Oct 2008capital raising announcement● Neutral
On October 21, 2008 Manas issued 1,160,000 bonus shares to employees, officers and a director, with a six-month lock-up and, for all but 60,000 shares, a 3% per quarter limit on sales. This adds a small number of new shares.
15 Sept 2008capital raising announcement▼ BadMajor
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.
25 Aug 2008capital raising announcement● NeutralMajor
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.
16 May 2008capital raising announcement● NeutralMajor
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.
15 Feb 2008asset acquisition disposition● Neutral
This amended 8-K, filed February 15, 2008, restates Manas's 2006 year-end statements. The $905,939 debt write-off for South Petroleum should have been recorded before, not after, the October 2006 sale of a 70% stake to Santos (for $4 million upfront plus Santos funding exploration). It formally carries out the restatement flagged on February 14. It also sets out the April 2007 employment agreements: base salaries of $336,000 (Becker), $348,000 (Scholz), $336,000 (Vogel) and $63,000 (Bandurak), with option grants of 1,750,000, 1,750,000, 1,750,000 and 1,500,000 shares, and a lump sum of one year's salary on termination without cause or on a change of control.
14 Feb 2008financial restatement▼ BadMajor
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.
18 Dec 2007material agreement▲ GoodMajor
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.
14 Aug 2007capital raising announcement● NeutralMajor
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.
What it means for a shareholder
825,227 new shares at US$4.50 to raise about US$3.7m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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3 Aug 2007auditor change● Neutral
On August 3, 2007 Manas dismissed Lazar Levine & Felix and appointed Deloitte A.G. as its auditor, with board approval. The filing notes a going concern paragraph in the year ended March 31, 2007 but no disagreements.
17 Apr 2007business combination● NeutralMajor
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.
29 Nov 2006material agreement● NeutralMajor
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.
5 Oct 2006material agreement● NeutralMajor
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.
5 Oct 2006auditor change● Neutral
On October 2, 2006 Express Systems appointed Lazar Levine & Felix LLP as its auditor and told Staley, Okada & Partners it was no longer using them. The filing says Staley's reports carried a going concern qualification but there were no disagreements.
5 Oct 2006auditor change● Neutral
Amendment to the September auditor-resignation report, repeating the same facts about Staley, Okada & Partners' resignation and adding a letter from the former auditor stating no disagreement with the disclosure.
25 Sept 2006auditor change● Neutral
Express Systems' auditor, Staley, Okada & Partners, resigned on September 14, 2006 because it sold certain assets to PricewaterhouseCoopers and its staff moved there. The filing says its reports had no adverse opinion and there were no disagreements.
26 Oct 2005business combination● Neutral
Express Systems Corporation (the shell company that later became MNP Petroleum/Manas Petroleum) filed a short form registering its common stock under the Exchange Act. It points back to earlier filings for the share description and carries no new business or financial information.
