History
A small Wyoming-incorporated explorer sold its early oil and gas interests, then tied itself to Paltar's Australian permits, ending in 2017 with a royalty, heavy dilution and Paltar in control.
2001-2008: Selling the early assets
Nation Energy began the record as a small oil and gas company. In April 2001 it asked shareholders to approve the sale of its Sweetwater County, Wyoming lease interests to VRD, Inc. for $2,165,780 in cash plus a 2% to 3% overriding royalty (a share of future production) on certain output. It said it decided to sell after reviewing drilling results under its joint venture with Saurus Resources, and the proceeds were to be kept as working capital.
In December 2001 it raised US$1,000,000 by placing 5,000,000 shares at US$0.20 with a single investor, to fund working capital and exploration in Alberta. In September 2008, with its Alberta partner Netco Energy, it agreed to sell the Smoky Area assets to EnCana Oil and Gas for a net CDN$1,600,000, of which Nation received CDN$1,095,000. The record then goes quiet for several years.
2014-2016: The Paltar deal
In December 2014 Nation agreed to acquire Paltar's Australian exploration permits, including 50% interests in Northern Territory permits 136 and 143. The price was to include cash, promissory notes of US$2,500,000 and US$10,000,000, and 600,000,000 new shares, about 80% of the company at closing. In April 2015 Nation issued 134,000,000 shares at a deemed $0.01 to its sole director and officer, John Hislop, to settle $1,340,000 of debt it owed him.
The Paltar terms were then rewritten twice, in June and September 2015, turning the outright purchase into earn-in agreements (rights to earn permit interests by spending money on them), with an option to buy the permits for AUD$10,000,000. In November 2015 Paltar Nation, a Nation-controlled partnership set up to fund Australian spending, disclosed a $584,000 convertible note, at 10% interest, sold to a trust controlled by Chairman David Siegel. In February 2016 deadlines were extended again, and the option price was changed to 300,000,000 Nation shares.
On September 29, 2016, Nation issued 900,000,000 shares to Paltar, valued at US$30,000,000, and its Australian subsidiary gave Paltar a note for AUD$24,322,501. Paltar then held 85.7% of the voting stock, taking control from Hislop, who had held 96.8%. Shares on issue rose from 16,020,000 to 150,020,000 at the 2016 year end in the feed; the beats do not explain that figure.
2017: Unwinding the earn-in
Paltar and its subsidiary Officer Petroleum sent default notices on July 10, 2017 for unpaid work permit expenditures that Nation's Australian subsidiary could not cure. On August 9, 2017 the sides settled. Nation Australia surrendered all seven earning agreements, and the August 2015 Paltar agreement was terminated.
Nation is to issue 627,833,445 shares to Paltar at $0.05 in exchange for debts and damages owed to Paltar and Officer, further diluting other shareholders. In return it is to receive a 5% overriding royalty on production from the former EP 231, 232, 234 and 237 lands, the Paltar Blocks in EP 136 and 143, and current or future Paltar or Officer permit applications in Australia.
As of August 14, 2017, Nation held no permit interests and showed no production. The share issue had not been confirmed as completed, and the filing did not say whether the AUD$24.3 million note was fully settled.
Written from the 11 story beats below (2001 to 14 Aug 2017), which come from the company's own announcements and filings.