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.
MNP Petroleum Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
MNP Petroleum Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
