Each one in plain English, with the numbers worked through for a shareholder.
24 Feb 2010capital raising announcement▼ Bad
On February 16, 2010 the company sold 8,000,000 common shares at $0.10 to Iris Energy Holdings for $800,000. Iris is an affiliate whose sole director, Samyak Veera, is a company director. This looks like the Iris subscription flagged in the November 2009 filing, though the filing says 8,000,000 shares rather than the 6,500,000 previously stated (inference). More shares at $0.10 dilute existing holders.
What it means for a shareholder
8.0m new shares at US$0.100 to raise about US$800,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company closed a sale of 3,500,000 common shares at $0.10 to accredited investors (effective November 9, 2009) and had a subscription for 6,500,000 more at $0.10 from Iris Energy Holdings, an affiliate whose sole director is company director Samyak Veera. Once accepted, total gross proceeds would be $1,000,000, and the company agreed to register the shares for resale. The $0.10 price is far below the $1.05 Series C conversion price and the $0.75 to $1.21 prices of 2007 insider purchases.
On July 23, 2008 the company granted options at $1.01 per share, expiring 2018, under its 2007 incentive plan: 1,250,000 to CEO Paul Laird, 1,000,000 to CFO Les Bates, 500,000 to director Grant Gaeth and 1,950,000 to employees and agents, vesting quarterly through November 2010. Laird and Bates also each received 50,000 shares. These add to the shares that could be issued, diluting existing holders if exercised.
This second amendment corrects the placement agent warrants for the December 29, 2006 Series C closing to 201,429 shares at $1.05, 201,429 at $1.50 and 100,717 at $2.00, about a tenth of the numbers first reported. The rest of the $2,165,000 raise is unchanged.
What it means for a shareholder
201,429 new shares at US$1.05 to raise about US$211,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment corrects the gross proceeds of the December 29, 2006 Series C closing to $2,165,000 (43.3 units), not $10,000,000; net proceeds were $2,164,975 after $169,225 of commissions and expenses as stated. The placement agent warrant counts in this version were still the uncorrected larger numbers.
4 Jan 2007capital raising announcement● NeutralMajor
On December 29, 2006 the company closed a second sale of 43.3 Series C units at $50,000 each, on the same terms as the earlier one (convertible at $1.05, with $1.50 and $2.00 warrants). The filing states gross proceeds of $10,000,000, which does not match 43.3 units (the next amendment corrects this). It also lists placement agent warrants of over 2 million shares at each of $1.05 and $1.50, and about 1 million at $2.00 (also later corrected). This adds further dilution.
This amendment corrects the earlier report: the 200-unit, $10,000,000 Series C sale closed on December 1, 2006 (not November 30), with the buyer named as Iris Energy Holdings Limited. It also changes the board right: Aviel Faliks, who the company had already agreed to appoint, is no longer deemed one of Iris's appointees (agreed around December 13, 2006). No new money or securities are added.
7 Dec 2006capital raising announcement● NeutralMajor
On November 10, 2006 the company granted 1,100,000 options at $1.25 to employees and others, vesting 137,500 per quarter and expiring November 30, 2014. It also reported a closing of 200 units at $50,000 each ($10,000,000 gross) of 2.5% Series C convertible preferred (convertible at $1.05 per share, 47,619 common shares per unit) with $1.50 and $2.00 three-year warrants. This is the Series C offering flagged in the earlier Faliks note, and it is dilutive. The filing also says the investor can appoint as many directors as are not its appointees, and says the closing date was November 30 (corrected by a later amendment).
17 May 2006capital raising announcement● NeutralMajor
Effective May 10, 2006 the company bought 12.16 more Class A interests in Slater Dome Gathering, LLLP from Natural Resource Group Gathering, LLC, paying with a $608,194 subordinated convertible debenture (2.5%, due January 1, 2008, convertible at $2.00). It now owns 82.76% of the Class A interests and gets 74.487% of distributions before limited partners recover their capital and 62.07% after. The filing notes CEO Laird is a manager of the general partner's entity, so this is a related-party deal. It adds debt and potential dilution.
Effective February 28, 2006 the company issued 4,429 shares (about $2.39 each, $10,596 of accrued geophysical fees) to a consultant. It also issued 200,000 warrants at $2.00 (expiring Feb 28, 2010) to a shareholder in settlement of a contractual dispute, and 100,000 warrants at $2.75 (expiring Feb 22, 2009) to a financial public relations firm. These add potential dilution; the filing gives no details of the dispute.
On October 7, 2005 the company issued 3,073 shares at $2.00 to a consultant for $6,147 of accrued fees, and 2,250 shares at $2.00 to a company controlled by a director for $4,500 of accrued fees. The amounts are small; it pays fees in stock rather than cash.
What it means for a shareholder
3,073 new shares at US$2.00 to raise about US$6,147. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amends the earlier September 1 filing: the July 5, 2005 consultant grant is now described as a 3-year warrant, not an option, for 75,000 shares at $1.50. It also reports a September 21, 2005 correction to the Series B preferred stock terms, adding a conversion limitation that had been left out by mistake, unless Series B holders waive it. The filing does not say how large the limitation is.
On July 26, 2005 the company agreed to buy another $600,000 of Class A interests in Slater Dome Gathering, LLLP, bringing its total investment to $1,600,000 (after the earlier $1,000,000). It would own 82% of the Class A interests sold, or 53% if all 60 available interests are sold. The filing notes the company's President is an affiliate of the partnership. It also reports a 75,000-share option at $1.50 to a consultant and 3,750 shares at $1.20 to a company controlled by director Grant Gaeth for geologic consulting. It confirms the pipeline began carrying the company's gas in June 2005.
26 July 2005capital raising announcement● NeutralMajor
On July 22, 2005 the company raised $2,760,000 (gross and net) selling 92 units of 2.5% two-year convertible debentures, each convertible at $1.20 per share, with a three-year $2.00 warrant on 12,500 shares per unit. Placement agent Westminster received 184,000 shares and warrants; the company must register resale of the underlying shares. The press release says it began producing gas from six coalbed methane wells and one conventional well in early June 2005, which updates the earlier 'not producing' statement. This adds debt and potential dilution.
The final closing of the Series B offering on February 28, 2005 sold 164 units for $2,132,000 gross ($1,891,361 net). The attached press release says the full private placement totalled 247.5 units and $3,217,500 gross, placed by Westminster Securities, with proceeds for oil and gas development, working capital and possible acquisitions. The release names the Slater Dome coalbed methane project as the company's primary focus, alongside Nucla Prospect leases.
29 Dec 2004capital raising announcement● NeutralMajor
The company closed the first sale of Series B Preferred units to accredited investors on December 23, 2004: 60 units at $13,000 for $780,000 gross ($683,070 net of placement agent costs). Each unit carries 12% preferred stock convertible at $0.65 per share and a three-year $1.50 warrant, so it adds cash but also a preferred dividend claim and potential dilution for common holders.
This finalises the terms left open in the McKey loan: her warrants (both the older Series A set and the new 75,000-share set) are now priced at $1.50 for three years, and the Series A Preferred conversion price drops from $2.68 to $0.65 per share. The company also created a new Series B 12% Cumulative Convertible Preferred (up to 36,036 shares, convertible at $0.65), ranked equally with Series A, and issued 60,000 common shares to two directors to cancel $45,000 of compensation accrued in the year ended February 28, 2003. Lower conversion and exercise prices mean more potential dilution for common holders.
