15 Aug 2017late filing notice▼ Bad
NATION ENERGY INC notified the SEC that its quarterly report would be filed late.
Announcements, explained
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.
30 June 2017late filing notice▼ Bad
NATION ENERGY INC notified the SEC that its annual report would be filed late.
6 Apr 2017capital raising announcement● Neutral
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.
15 Nov 2016late filing notice▼ Bad
NATION ENERGY INC notified the SEC that its quarterly report would be filed late.
4 Nov 2016agm notice● Neutral
NATION ENERGY INC 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).
31 Oct 2016substantial holder notice● Neutral
John Hislop reported a NATION ENERGY INC shareholding of 145,403,500 shares (13.85% of votes) in a periodic institutional filing.
6 Oct 2016asset acquisition disposition▼ BadMajor
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.
15 Aug 2016late filing notice▼ Bad
NATION ENERGY INC notified the SEC that its quarterly report would be filed late.
30 June 2016late filing notice▼ Bad
NATION ENERGY INC notified the SEC that its annual report would be filed late.
18 May 2016director interest notice● Neutral
Marc A Bruner became a NATION ENERGY INC President & CEO and company insider (initial ownership filing).
18 May 2016director interest notice● Neutral
Carmen J Lotito became a NATION ENERGY INC Vice President and company insider (initial ownership filing).
16 Feb 2016capital raising announcement▼ BadMajor
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.
28 Jan 2016material agreement● Neutral
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.
10 Nov 2015debt financing● NeutralMajor
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.
3 Sept 2015material agreement● NeutralMajor
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.
13 Aug 2015director interest notice● Neutral
David N Siegel became a NATION ENERGY INC director and company insider (initial ownership filing).
7 July 2015agm notice● Neutral
NATION ENERGY INC 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).
26 June 2015auditor change● Neutral
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.
19 June 2015director interest notice● Neutral
NATION ENERGY INC 10%+ owner Privateer Capital Corp bought 7,100 shares on the open market.
18 June 2015material agreement● NeutralMajor
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.
18 June 2015agm notice● Neutral
NATION ENERGY INC 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).
30 Apr 2015material agreement● Neutral
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.
29 Apr 2015substantial holder notice● Neutral
John Hislop reported a NATION ENERGY INC shareholding of 145,403,500 shares (96.92% of votes) in a periodic institutional filing.
29 Apr 2015director interest notice● Neutral
NATION ENERGY INC VP CFO Secretary & Chairman John R Hislop disposed of 134,000,000 shares via option/appreciation-right settlement.
24 Apr 2015capital raising announcement● NeutralMajor
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.
20 Mar 2015substantial holder notice● Neutral
Privateer Capital Corporation reported a NATION ENERGY INC shareholding of 2,102,000 shares (13.12% of votes) in a periodic institutional filing.
20 Mar 2015substantial holder notice● Neutral
Privateer Capital Corporation reported a NATION ENERGY INC shareholding of 2,487,300 shares (15.53% of votes) in a periodic institutional filing.
19 Mar 2015director interest notice● Neutral
Privateer Capital Corp became a NATION ENERGY INC 10%+ owner and company insider (initial ownership filing).
19 Mar 2015director interest notice● Neutral
NATION ENERGY INC 10%+ owner Privateer Capital Corp bought 385,300 shares on the open market.