Each one in plain English, with the numbers worked through for a shareholder.
14 Aug 2017material agreement termination▼ BadMajor
On Aug 9, 2017, after Paltar and Officer sent default notices on July 10, 2017 for unpaid 'Work Permit Expenditures' that Nation Australia could not cure, Nation settled with them. Nation Australia surrendered all seven earning agreements (the Australian permit interests it was earning) and the Aug 30, 2015 Paltar agreement was terminated. Nation is to issue 627,833,445 new shares to Paltar at $0.05 per share in exchange for debts and damages owed to Paltar and Officer, and it receives a 5% overriding royalty on production from the former EP 231, 232, 234 and 237 lands, the designated 'Paltar Blocks' in EP 136 and 143, and current or future Paltar/Officer exploration permit applications in Australia. This reverses the 2016 earn-in path: Nation gives up the permit interests it was earning, keeps only a royalty, and issues more shares to its majority holder Paltar, which means further dilution for other shareholders. The filing does not say what happens to the AUD$24.3M note beyond the debt-for-equity exchange of 'certain' debts.
Nation SLP LLC, a majority-owned Nation subsidiary, sold membership interests totalling 9.25% of itself for a $5 million offering over 2016 and early 2017. Of this, $1,400,000 was sold by Dec 31, 2016, $2,700,000 from Jan 1 to Mar 30, 2017, and $900,000 on March 31, 2017 in the form of three $300,000 promissory notes, so part of the money is not yet received in cash. This is outside funding raised at the subsidiary level, not new Nation Energy shares.
On Sept 29, 2016, Nation issued 900,000,000 shares to Paltar, valued at US$30,000,000 at about US$0.0333 per share, and its Australian subsidiary gave Paltar a promissory note for AUD$24,322,501 (US$18,078,915), as part of paying for the Australian permits under the earning agreements. Paltar now holds 85.7% of the voting stock, taking control from John Hislop, who held 96.8% before the issue. The filing says the option agreement was terminated effective May 31, 2016, and the share count is larger than the 600,000,000 earlier planned, so existing holders are heavily diluted. This largely resolves the long-running Paltar closing thread through the earn-in structure rather than an outright acquisition.
Nation and Paltar extended the deadlines a second time, to Feb 19, 2016 for the 600,000,000-share issue, escrow and registration, and to Feb 18 for Paltar's audited financials. The AUD$10,000,000 option price was also changed to 300,000,000 Nation shares if Nation chooses to exercise, which would add further dilution for existing holders if exercised.
Nation and Paltar pushed back deadlines again: the share issue, escrow and share registration moved from Dec 17, 2015 to Feb 9, 2016, and Paltar must deliver three years of audited financial statements by Feb 8, 2016. The 600,000,000-share issue to Paltar is now due Feb 9, 2016, and cash of AUD$769,143 per earning agreement (AUD$4,614,858 total for six) is due by March 31, 2016, with the deal void if Nation does not pay. This delays the Paltar closing rather than resolving it.
Paltar Nation, a Nation-controlled partnership formed to fund Australian exploration spending, sold a $584,000 secured convertible note to a trust controlled by David Siegel, Nation's Chairman, as of Aug 4, 2015. The note pays 10% interest, matures Aug 4, 2016, and converts into partnership interests at a 20% discount if the partnership raises at least $20,000,000. Wotan Group, owned by Marc Bruner, Nation's President and CEO, pledged Paltar shares as security and is due commitment fees, so this is funding from insiders and related parties.
Nation replaced the June 2015 Paltar agreement with a Third Amended and Restated Letter Agreement dated Aug 30, 2015, with seven earning agreements covering blocks (about 1,003,400 of 8,936,800 acres) in Paltar's Australian permits and an option to buy the permits for AUD$10,000,000 until Aug 30, 2016. If no share exchange for all of Paltar is completed before Dec 17, 2015, Nation must issue 600,000,000 shares to Paltar at about US$0.0333, held in escrow for at least three years, and register them with about 145,000,000 of Hislop's shares for resale. This continues the Paltar restructuring and keeps the large dilution to existing holders in prospect.
Nation Energy's auditor StarkSchenkein resigned effective June 24, 2015, after the filing says certain individuals joined SingerLewak LLP, and the board appointed SingerLewak on June 26, 2015. The filing says there were no disagreements and the prior reports had no adverse opinion, apart from a going-concern uncertainty statement; this is a routine auditor swap, unrelated to the Paltar deal.
Nation Energy replaced the Paltar agreement with a Second Amended and Restated Agreement, changing the deal into earn-in farm-outs of blocks in six exploration permits plus EP 468. In exchange Nation issues 600 million shares to Paltar at an agreed US$0.0333 per share and pays AUD$5,315,000 by December 31, 2015, with an option to buy Paltar's permit interests for AUD$10,000,000 before July 31, 2018. Paltar's nominees would join the board, its shares are locked up for three years, and Mr. Hislop would lend Paltar AUD$325,000. The 600 million share issue depends on a shareholder meeting to raise authorised shares from 100,000,000 to 5,000,000,000. This restructures the earlier plan to buy the assets outright with notes.
Nation Energy extended its Paltar Petroleum deal: the closing date moves to July 15, 2015, and the maturity of the promissory notes referred to in the agreement moves to July 31, 2015. The acquisition has not yet closed.
Nation Energy issued 134,000,000 shares at a deemed $0.01 per share to John Hislop, its sole director and officer, to settle $1,340,000 of debt it owed him. This carries out the debt settlement contemplated in the Paltar agreement, and it dilutes other shareholders.
Nation Energy replaced its earlier Paltar letter agreements with an amended and restated agreement to acquire Paltar's Australian oil and gas exploration permits and applications, including 50% interests in Northern Territory permits 136 and 143. Payment includes $200,000 on signing, AUD$765,675 within 30 days of closing, promissory notes of US$2,500,000 (due within one year) and US$10,000,000 (due within three years), and 600,000,000 restricted shares to Paltar, about 80% of shares outstanding at closing. Authorised shares would rise from 100,000,000 to 5,000,000,000 and about $1,340,000 of debt would be settled in shares at $0.01. Closing is targeted for April 15, 2015, subject to due diligence and approvals. Existing shareholders would be heavily diluted if it closes.
Nation Energy amended its October 11, 2013 letter agreement with Paltar Petroleum Limited. The period for Paltar to receive advances under the line of credit and the target closing date both move to July 30, 2014 (from March 31, 2014 for the advances), and Paltar must provide audited financials prepared by a PCAOB-approved auditor before closing. All other terms stay in force.
Nation Energy and Netco Energy jointly agreed to sell their Smoky Area, Alberta assets to EnCana Oil and Gas for a total net CDN$1,600,000, of which Nation receives CDN$1,095,000 and Netco CDN$505,000. This is a sale of assets alongside its Alberta partner Netco.
Nation Energy signed a letter of intent with Netco Energy for a second Boltan-area farm-out: Netco may earn 60% of Nation's 15% interest in the new 1-16-59-2W6 test well and its section by funding Nation's share of costs, estimated at about $714,225. Nation also agreed to dedicate 100% of its production revenue from existing Bolton-area wells to Netco, net of royalties and expenses, until Netco recoups its capital on the test well. The press release says the deal is not arm's length and still needs a formal agreement and TSX Venture Exchange approval. It continues the earlier Netco relationship.
Nation Energy agreed that Netco Energy Inc. may earn 60% of Nation's 15% working interest in two sections of land in the Boltan area of Alberta by paying 100% of the costs of the Boltan 14-10-59-2W6 test well, estimated at $2,000,000 gross. Netco would earn a 9% interest after payout. Nation keeps the remainder of its interest without funding the well.
5 Dec 2001capital raising announcement● NeutralMajor
Nation Energy announced a private placement of 5,000,000 shares at US$0.20 each to a single investor, for US$1,000,000 in total. The money is for general working capital and its oil and gas exploration program in Alberta. New shares dilute existing holders.
What it means for a shareholder
5.0m new shares at US$0.200 to raise about US$1.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Nation Energy asked shareholders to approve, by written consent, the sale of its Sweetwater County, Wyoming oil and gas lease interests to VRD, Inc. for $2,165,780 cash plus a 2% to 3% overriding royalty on certain production. The proceeds are to be kept as working capital, with no distribution to shareholders. The company says it decided to sell after reviewing drilling results under its joint venture with Saurus Resources, and it describes the interests as key assets.
