7 Dec 2011listing compliance notice▼ BadMajor
Nationwide Utilities Corp. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Oct 2009business combination● NeutralMajor
Pluris mailed the required notice of the board change to shareholders, stating that 190,000,000 shares are now outstanding and no shareholder vote is needed. It repeats the October 15 closing and management turnover, and says the ICC proceedings against San Enrique, including any future damages award, were transferred to the BVI subsidiary (PBVI) sold to GT Venture. The company remains only a conditional guarantor: if an ICC award is wrongly paid to it, it must first pay the roughly $697,541 in Argentine litigator fees, then pass the remainder to PBVI. This resolves the open question of who holds the San Enrique claim; the final award was still undetermined and had no date.
20 Oct 2009business combination● NeutralMajor
The Nationwide Energy Portal share exchange closed on October 15, 2009, so NEP is now a wholly-owned subsidiary and its holders own 150,000,000 Pluris shares (140M of them in escrow per the August terms). Spindler, Sen, Gandhi, Bereskyj and Perryman resigned as officers/directors; Kenneth Koepke became Chairman and CEO and Michael Massingill Chief Technology Officer. Koepke's and Spindler's director changes take effect 10 days after a Schedule 14F-1 is filed and sent to holders. This resolves the pending closing that had been pushed to October 15. NEP's financial statements are still to come in a later 8-K/A.
30 Sept 2009asset acquisition disposition● Neutral
Pluris and Nationwide Energy Portal signed an addendum on September 29, 2009 pushing the closing of the share exchange from September 30 to October 15, 2009. The amendment also says the subsidiary PBVI may issue replacement preferred shares to some cancelled Series B holders or instead pay them a pro-rated cash portion of $38,899 in assets, at PBVI's discretion.
31 Aug 2009asset acquisition disposition▼ BadMajor
Pluris agreed on August 28, 2009 to a reverse takeover by Nationwide Energy Portal Inc., a Houston electricity-broker software company, with NEP holders to get 150,000,000 shares (about 80% of the company), 140,000,000 of them held in escrow until revenue goals are met. Pluris sold its two subsidiaries, including the Argentine one, to GT Venture Management AG on August 29 in exchange for GT assuming about $1.3 million of debts. Series B preferred shares are to be cancelled, current management resigns, and closing is set for September 30, 2009. The oil and gas business is exited and existing holders are heavily diluted.
21 Jan 2009material agreement termination● NeutralMajor
An International Chamber of Commerce arbitration panel ruled that the August 18, 2006 share purchase agreement with San Enrique Petrolera SA is terminated retroactively to October 31, 2006, with San Enrique 70% responsible and Pluris 30%. A final damages award is due by March 31, 2009. This ends the 2006 deal but leaves the damages open.
10 July 2008material agreement● NeutralMajor
Pluris's new Argentine subsidiary agreed on July 4, 2008 to take over 75% of Clear S.R.L.'s rights in the Cerro Negro oil and gas concession in Chubut, Argentina, for US$21,000,000 in installments plus 3,000,000 shares. Closing needs Petrominera Chubut consent and a bank guarantee, and must happen within 150 days. This looks like the Argentine acquisition the May 2008 Standard Bank advisory deal was meant to fund (inference).
10 June 2008auditor change● Neutral
Pluris dismissed its auditor Dale Matheson Carr-Hilton Labonte LLP on June 5, 2008 and hired BDO Dunwoody LLP. The filing says there were no disagreements, and the prior reports for 2006 and 2007 carried a going-concern uncertainty paragraph.
7 May 2008material agreement● Neutral
Pluris signed an advisory agreement with Standard Americas Inc., as agent for Standard Bank Plc, on raising capital to acquire assets in Argentina. The filing gives no amounts or terms, and the company's address is now Vancouver.
29 June 2007capital raising announcement● Neutral
The company, now named Pluris Energy Group Inc., closed a private placement on June 27, 2007 of 1,506,000 units at $0.25 each for gross proceeds of $376,500. Each unit has one share and one warrant to buy another share at $0.50 for two years, so existing holders face some dilution.
What it means for a shareholder
1.5m new shares at US$0.250 to raise about US$376,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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10 Mar 2006capital raising announcement▼ BadMajor
The board adopted a 2006 performance stock plan and put 30,000,000 restricted shares into escrow for seven insiders, lifting shares outstanding from 36,976,807 to 66,976,807. Insiders can buy them at $0.50 to $2.00 a share; 3.5M are available after one year, the rest only if asset, share price and profit targets are met. Sacha Spindler gets 15,000,000, and officers and directors as a group would hold 46.167%; the filing itself calls this a change in control. Existing shareholders are diluted if the shares are earned and bought.
30 Sept 2005capital raising announcement● Neutral
Investors in the September 2004 placement could surrender their warrants: 27 investors cancelled 7,464,000 $1.00 piggyback warrants and agreed to re-price 3,732,000 warrants from $0.50 to $0.45, with the expiry extended to March 31, 2006. Warrants of investors who did not agree end on September 30, 2005. The company says this is to prevent dilution and help attract future investors. It also amended its annual report to correct the warrant disclosure.
23 Sept 2005material agreement▲ GoodMajor
Petrogen signed a deal with Hanover Compression on September 14, 2005 to add gas compression to its Emily Hawes #3A well, which the company believes can roughly double output to about 800 Mcf a day. It also signed a drilling agreement with Moncla Well Service on the Emily Hawes #1A sidetrack well; the company says success could prove up 12.3 billion cubic feet of reserves (company belief). This advances the Emily Hawes work and the open thread on getting the #3A well's gas to the Matagorda pipeline.
13 June 2005material agreement▲ GoodMajor
Petrogen acquired a 100% working interest and 70% net revenue interest in the 822-acre Tiller Ranch Lease in the Tom Graham Field, Jim Wells County, Texas, from Capital Exploration under a June 3, 2005 assignment. It paid an initial sum (amount not stated), and would forfeit its payments and have to reassign the lease if it fails to perform. The first well must be spudded by the fourth quarter of 2005 unless extended. The company says it anticipates six drilling locations and potentially up to 18 BCFG recoverable, which are company estimates.
18 Apr 2005material agreement▲ GoodMajor
Petrogen doubled its working interest in the Emily Hawes Field project on Matagorda Island, Texas, to 75% (58.125% net revenue interest), and bought the island's natural gas pipeline on March 31, 2005 from James Roche. It paid with 175,000 restricted shares valued at $87,500, plus a per-mcf royalty on gas transported. The company says this lets it move its own gas and other operators' gas. This builds on the Texas Gulf Coast focus after the earlier Oklahoma assets were pared back.
4 Oct 2004capital raising announcement▲ GoodMajor
Now named Petrogen Corp. and based in Houston, the company closed a private placement of 7,284,000 units for $1,821,000 on September 20, 2004. Each unit has one share, a half warrant at $0.50 and a piggyback warrant at $1.00. The company says about $1.2 million of advances payable were converted into equity, and that debt has gone from about $2.4 million at March 31, 2004 to none. It also says cash is over $1.5 million and a 12-well drilling program started in late August. New shares and warrants mean dilution for existing holders.
1 Apr 2002asset acquisition disposition● NeutralMajor
Effective March 22, 2002, Hadro sold back to U.S. Oil & Gas the properties it had decided were higher risk, part of the 2001 Oklahoma purchase, and took back 8,000,000 of the 10,000,000 shares it had issued. It keeps 100% of Oakhills Energy and the Comanche, Neida Cassel, Lone Wolf, Jolly and Ingle properties. The filing says 400,000 finder's-fee shares were returned and that the redemption of 8,400,000 shares changed control of the company. This partly reverses the 2001 deal, and the filing lists Tri Star Financial Corp. as the largest holder at 32.10%. Oakhills now retains four producing wells and one shut-in well, far fewer than the roughly 49 wells reported at the acquisition.
12 Sept 2001asset acquisition disposition● NeutralMajor
The filing is made under the Hadro Resources name (the company later appears as Petrogen Corp.). It reports that Hadro completed its purchase of three Oklahoma oil and gas subsidiaries (Oakhills Energy, Thor Energy and O.J. Oil & Gas) from U.S. Oil & Gas Resources, after U.S. Oil & Gas shareholders approved it on August 7, 2001. Hadro paid with 10,000,000 restricted common shares, which dilutes existing holders. The subsidiaries hold an estimated 3,000 acres of leases and about 14 gas and 35 oil wells in Oklahoma, with current gross annual production of about $400,000 that management hopes to raise to $800,000-$1,000,000 with about $250,000 of capital.