Mogul Energy International, Inc. (MGUY) company history: the story so far

History

Mogul Energy swapped its Egypt stake and Saskatchewan plans for a short-lived California venture, sold that in 2010, and turned to Texas before ceasing SEC reporting in 2012.

2007-2008: Egypt, Saskatchewan and fundraising

In mid-2007 Mogul, which held 20% of the East Wadi Araba concession in Egypt, signed a letter of intent to combine with Sea Dragon Energy, a private Canadian company holding 40% of the same concession. Sea Dragon holders would have received up to 40,497,500 Mogul shares, against 38,561,810 then outstanding. In November the two sides dropped the plan, and Mogul said it would focus on its 100%-owned Saskatchewan leases (68 leases, about 9,300 acres) and seek about $3 million from two private placements.

The raising came in pieces. By February 2008 Mogul had raised about $1.17 million, well short of target. On April 24, 2008 it sold its Egypt interest to Sea Dragon, which took over drill-program liabilities Mogul estimated at no less than US$650,000, paid US$100,000 and gave Mogul 4,000,000 Sea Dragon shares, 90% held in escrow until an exploratory well is drilled and results announced. Sea Dragon's director Parvez Tyab was Mogul's largest shareholder and brother of its president. Two further placements closed in June, raising $2,210,000 from 10,100,000 shares. Since January 2008 Mogul had raised $2,567,450 from 12,483,000 shares, meant for Saskatchewan.

2009-2010: The Excelaron detour

In February 2009 Mogul agreed to invest $2,300,000 by October 1, 2009 to earn 40% of Excelaron, a California oil and gas explorer, and paid the first $175,000. It warned that the sum far exceeded its working capital and had no funding arranged. The filing also noted links between the Tyab brothers and United Hydrocarbon, another Excelaron member. In September 2009 a new payment schedule was agreed, and Mogul signed a non-binding letter of intent under which Vesta Capital would acquire 65% of Excelaron and Mogul would receive 38.5 million Vesta shares. A definitive agreement followed in January 2010, with deadlines extended to February 17.

The deal finished differently in April 2010. Mogul sold its 40% to United Hydrocarbon for about US$1,000,000 equivalent plus US$425,000 reimbursement of advances, with no Vesta shares mentioned. It said it would now focus on onshore US prospects, with early prospects on the upper Texas Gulf Coast.

2011-2012: Texas and a quiet end to reporting

By March 2011 the company was based in Houston, Tim Turner was president and CEO, and Naeem Tyab, previously president, was sole owner of Aura Oil Holdings. On January 26, 2011 Mogul sold Aura an 8.3333% interest in its Jackson County, Texas leases for $75,521. Year-end share counts fell from 57,565,987 in 2010 to 11,489,198 in 2011, but the beats do not explain the change. The record gives no current status for Saskatchewan. In September 2012 Mogul suspended its duty to file periodic reports with the SEC. It still held the escrowed Sea Dragon shares and its remaining Texas interest.

Written from the 10 story beats below (2007 to 28 Sept 2012), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201211.5m shares · US$196k market cap

28 Sept
Mogul Energy International, Inc. suspended its duty to file periodic reports with the SEC.
listing compliance notice
11.5m shUS$196k

2010

30 Apr
Mogul completed the Vesta deal in a changed form: it sold its 40% Excelaron interest to United Hydrocarbon (UHC) for the equivalent of about US$1,000,000, plus US$425,000 reimbursement of advances it made to Excelaron. This ends the Excelaron funding thread and the pending Vesta Qualifying Transaction; the filing mentions no Vesta shares (the earlier plan was 38,500,000 Vesta shares), so the terms differ from the January 2010 agreement. The press release says Mogul now intends to focus on onshore US prospects, with preliminary prospects in the upper Texas Gulf Coast that still need further work.
material agreement
8 Feb
On January 12, 2010, Mogul signed the definitive agreement with United Hydrocarbon, Excelaron, Vesta Capital and others that the October 2009 letter of intent anticipated. Vesta would acquire the direct 40% Excelaron interest and Mogul would receive 38,500,000 Vesta shares, giving it an expected 32% to 41% of Vesta, subject to closing. The deal depends on a financing of between C$4,000,000 and C$9,000,000 and on regulatory approvals, and the deadline was extended from January 29 to February 17, 2010; completion is not assured.
material agreement

2009

2 Oct
On September 9, 2009, Mogul and Excelaron agreed a new payment schedule for the $2,300,000 contribution for its 40% Excelaron interest, which continues the funding problem flagged in February 2009 (the filing does not give the new dates or say why). Around September 21, 2009, Mogul signed a non-binding letter of intent with Vesta Capital Corp. (a Canadian capital pool company), United Hydrocarbon and Barisan Energy, under which Vesta would acquire 65% of Excelaron and Mogul would receive 38.5 million Vesta shares in exchange for its right to earn 40%. A definitive agreement is targeted by October 15, 2009, and the deal depends on due diligence, regulatory approvals including TSX approval, and a United Hydrocarbon financing.
material agreement
19 Feb
On February 12, 2009, Mogul agreed to invest $2,300,000 (through October 1, 2009) in Excelaron, LLC, a California oil and gas exploration company, to earn a 40% interest; it has paid the first $175,000. The filing says the total far exceeds Mogul's working capital, no funding arrangements are in place, and the 40% stake would be reduced if Mogul fails to pay, so there is no assurance it keeps the full interest. It also discloses that Naeem Tyab and Parvez Tyab are shareholders of United Hydrocarbon Corporation, another Excelaron member, whose majority shareholder William Divine is a Mogul vice president. This is a new direction in California after the Egypt interest was sold in 2008.
asset acquisition disposition

2008

16 June
Mogul closed the two Canadian private placements on June 11, 2008, raising $950,000 from 3,800,000 flow-through shares at $0.25 and $1,260,000 from 6,300,000 shares at $0.20, which is $2,210,000 for 10,100,000 shares. Commissions are 7% cash plus warrants for 7% of shares sold. Together with earlier 2008 sales, Mogul has raised $2,567,450 from 12,483,000 shares since January 1, 2008, to be used for exploration and development on its Saskatchewan leases. The company says it is proceeding with its plan to seek a TSX Venture Exchange listing, subject to approval. This continues the financing begun in late 2007 and adds to the share count.
capital raising announcement
30 Apr
Mogul closed the sale of its 20% East Wadi Araba (Egypt) interest to Sea Dragon on April 24, 2008, which resolves the open question about what happens to that stake after the abandoned 2007 merger. In return, Sea Dragon takes over Mogul's outstanding drill-program liabilities (Mogul estimates at least US$650,000), pays US$100,000 cash, and gives Mogul 4,000,000 Sea Dragon shares, 90% of which are held in escrow until Sea Dragon drills an exploratory well on the concession and announces the results. The filing says Parvez Tyab, Mogul's largest shareholder and brother of President Naeem Tyab, is an officer and director of Sea Dragon, and that Mogul expects to seek shareholder approval of the agreement. Treasurer Mohammad Khan resigned effective April 25, 2008, and Mogul plans new Canadian private placements of about $1.9 million at $0.25 (flow-through) and $0.20 per share, expected to complete before May 31, 2008.
asset acquisition disposition
15 Feb
Mogul reported completing part of the financing it announced in November 2007. It raised $804,984 by selling 4,472,134 flow-through shares at $0.18 and $364,950 by selling 2,433,000 shares at $0.15, a total of about $1.17 million against the roughly $3 million target. Sales commissions are 8% cash plus warrants for 10% of the shares sold, and the money is meant for exploration and development on its Saskatchewan leases. Mogul intends to keep raising money in 2008, and the new shares add to the share count.
capital raising announcement

2007

13 Nov
Mogul and Sea Dragon agreed not to go ahead with the business combination from the July 2007 Letter of Intent, which would have raised Mogul's East Wadi Araba interest from 20% to 60%. Mogul says it will instead focus on its 100%-owned Saskatchewan leases (68 leases, about 9,300 acres) and plans a winter drill program. It also plans two private placements to Canadian investors (one flow-through, one not) to raise about $3 million, and intends to seek a TSX Venture Exchange cross-listing, subject to approval.
business combination
7 Aug
Mogul signed a Letter of Intent dated July 30, 2007 for a proposed business combination with Sea Dragon Energy, Inc., a private Canadian company that holds a 40% working interest in the East Wadi Araba concession (Mogul has 20%). Sea Dragon holders would receive up to 40,497,500 Mogul shares, about one for each Sea Dragon share, against Mogul's 38,561,810 shares now outstanding, so existing holders would be diluted. The letter targets a definitive agreement by September 1, 2007 and a closing by September 10, 2007, and it sets out an expected board and officer slate and planned option grants. It is a proposal that depends on a definitive agreement, approvals and other conditions.
business combination