Each one in plain English, with the numbers worked through for a shareholder.
24 Mar 2023asset acquisition disposition● NeutralMajor
Voluntarily filed after the 2011 deregistration, the company says it bought CareOne, LLC, a Utah debt-relief business, on March 23, 2023 for 200,000,000 new common shares (closing March 24). The CareOne owners can rescind if OTC Markets does not move the company off "Shell" status, if the stock is downgraded to the "Expert Market" within twelve months of closing, or if no Form 10 is filed with the SEC by July 31, 2023. The company also says it left shell status in September 2022 by sublicensing a shale-oil extraction technology (R.A.M.S.) from United Energy Corp., but says it has struggled to raise the capital to use it and that OTC Markets denied a change-of-control application and locked it out of its filing portal. CareOne reported unaudited 2022 revenue of $600,000 and $12,000 cash at December 31, 2022. This is a move away from the oil and gas business described in earlier filings; the text shown does not say what happened to the Emerald shares, Carrizo carry wells or old debt. Issuing 200 million shares is likely a large dilution for existing holders (inference; the pre-deal share count is not shown).
A final amendment reports the reverse/forward split took effect on October 5, 2011, after the definitive information statement was filed on September 13, 2011. The estimated cash-out grew to about $54,761.74, paid at $0.22 per pre-split share on about 248,917 shares held by holders of fewer than 500 shares, versus the roughly $6,000 first estimated. Those small holders are paid cash and no longer hold shares; the excerpt does not show whether registration was terminated, and Iris still owns about 55.1%.
An amended going-private filing adds Iris Energy Holdings, Limited as a filing party; the filing says Iris owns about 55.1% of the common stock and that Escher is its sole director. The deal terms are unchanged in this text: a 1-for-500 reverse split with $0.22 per pre-split share cash-out of holders under 500 shares, about 26,000 shares and $6,000. The text shown does not explain why Iris was added.
The company reported the first of three carry wells on the Flattop DJ Basin leases sold to Carrizo in June 2010: the Orlando Hill 26-44-8-61 well in Weld County began production in mid-July, peaking at 650 barrels of oil a day (gross) on July 17 and averaging 457 a day through July. The second carry well (Wickstrom 7-11-5-60) is drilled and due for completion in late August, and the third is due to start drilling in August. The company says it owns a 33.3% working interest in these wells, which continues the Carrizo carry arrangement.
The company and director Michel Escher filed a preliminary going-private statement for a 1-for-500 reverse stock split followed by a forward split. Holders of fewer than 500 pre-split shares would be cashed out at $0.22 per share; the filing estimates about 26,000 such shares, roughly $6,000 in total. Most terms are incorporated by reference to an information statement not included in the excerpt, so other details are not shown here.
On May 2, 2011 the company closed the sale of all its Green River Basin assets to Emerald GRB, LLC, a subsidiary of Australian-listed Emerald Oil and Gas NL, for 125 million Emerald shares (valued at AUD 6.5 million at closing) plus $9,565,000 in cash, with the buyer assuming substantially all related liabilities. The filing says this disposes of all its Green River Basin interests; the Slater Dome and Flattops assets in that basin and the related gathering interests are likely included, though the filing does not itemise them (inference). The company now holds shares in a foreign-listed company as part of the proceeds.
Management concluded that quarterly reports for the periods ended May 31, August 31 and November 30, 2009 should not be relied on, because the conversion features in the Series B and Series C preferred stock should have been recorded as a derivative liability rather than equity. The restatement is non-cash; for example, a $4,570,000 derivative liability at May 31, 2009 and a $25,000,000 reduction in paid-in capital. The Series C preferred converted automatically to common stock effective December 1, 2009, and the restated figures are in the 10-K filed December 7, 2010.
Adam Benowitz, Vision Opportunity Master Fund, Ltd, Vision Capital Advantage Fund, L.P, VCAF GP, LLC reported a NEW FRONTIER ENERGY INC shareholding of 8,275,158 shares (12.30% of votes) in a periodic institutional filing.
Wellington Management Company, LLP reported a NEW FRONTIER ENERGY INC shareholding of 1,278,668 shares (2.89% of votes) in a periodic institutional filing.
8 June 2010asset acquisition disposition▲ GoodMajor
On June 4, 2010 the company sold its interest in certain Flattop Prospect leases in the Denver Julesburg Basin (Weld and Morgan Counties, Colorado) to Carrizo Oil & Gas, receiving an initial advance of $5,519,989. Carrizo must drill at least three carry wells within 18 months, carrying the company for a 33 1/3% working interest in each, or the leases (except 640-acre tracts) revert to the company. The company has an option to buy back a 1/3 working interest, and the two sides set up an area of mutual interest split 33 1/3 and 66 2/3.
This amendment only adds the letter from the former auditor Stark Winters to the SEC about the April 2010 auditor change, received May 3, 2010. The summary of its content is not in the filing text; the letter is an exhibit only.
On April 9, 2010 the company dismissed its auditor Stark Winter Schenkein and hired Hein & Associates. The board approved the change, and the company reports no disagreements. Stark Winter's report on the year ended February 28, 2009 included a going-concern paragraph.
Samyak Veera, Iris Energy Holdings Ltd reported a NEW FRONTIER ENERGY INC shareholding of 39,220,381 shares (56.24% of votes) in a periodic institutional filing.
