NewStream Energy Technologies Group Inc

On 2 May 2023 the company agreed to acquire NewStream Energy Technology Group, Inc. (a Wyoming company) through a merger with a new subsidiary, issuing 275,000,000 shares of its common stock to NewStream's shareholders for 100% of NewStream. The filing lists conditions including effectiveness of a registration statement for the shares, yet Item 3.02 also says the shares were issued, so the filing is inconsistent on whether the deal had closed. For existing shareholders it is a very large share issue. The company later operates under the NewStream name.

business combination

On 9 January 2023 the company settled its debts to three Black Diamond-affiliated parties (CCTC Acquisition Partners, Black Diamond Financial Group and Wyoming New Power), a total principal of $13,914,908 plus interest, penalties, warrants, fees and security interests, in exchange for 73,000,000 new shares (68,700,000 to CCTC, 2,800,000 to Wyoming New Power, 1,500,000 to Black Diamond). This resolves the debt thread that began with the 2015 CCTC notes (the Series A to D notes are named) and includes mutual releases. Existing shareholders are diluted by the new share issue.

capital raising announcement

The company sold up to $7.59 million face value of 12% secured convertible notes to a single buyer, CCTC Acquisition Partners, at 91 cents on the dollar - about $6.9 million of cash - in three series, with registration rights attached. Secured, convertible and issued at a discount to one counterparty: this is the financing of a company with no other options, and it put the lender ahead of shareholders on the assets.

capital raising announcement

The company disclosed that, beyond the three $500,000 notes (May to June 2015, $1.5 million total), CCTC Acquisition Partners has advanced a further $1,734,180 over the past three months. The money is for building the demonstration plant, redeeming up to $523,000 of the company's outstanding convertible notes, and working capital. The terms of this extra debt have not been agreed, though the company expects them to be similar to the first notes, including a right to convert into shares and warrants. There is no assurance terms will be agreed or that they will be favourable. This continues the Black Diamond funding thread and shows the 15 June 2015 target for the larger financing was not met in the form first described.

debt financing

On 5 June 2015 the company took the third and final $500,000 advance from CCTC Acquisition Partners LLC (Black Diamond affiliate), on the same terms as the earlier two (1.2% per month, up to six months), to keep building the Tulsa demonstration plant. This completes the three-advance series begun on 12 May. The company now says the funds from the three notes should be enough to finish the plant, replacing the earlier statement that about $500,000 more was needed. The lender now holds a first-priority security interest in the company's intellectual property as well as the equipment and plant, though the lender agrees to subordinate that IP claim up to $10.0 million if it decides not to go ahead with the larger financing. The note still converts into 12% notes (at 91% of par, each $1,000 convertible into one share plus a three-year $0.10 warrant) if the larger financing closes, which remains targeted for 15 June 2015 with no assurance.

capital raising announcement

The company borrowed $500,000 on 12 May 2015 from CCTC Acquisition Partners LLC (managed by Black Diamond Financial Group) at 1.2% per month for up to six months, to restart building its Tulsa demonstration plant, secured on its equipment and that plant. Two more advances of up to $500,000 are at the lender's sole discretion, and the company says it needs about $1,000,000 more to finish the plant. The note would convert into 12% convertible notes tied to a larger financing targeted by 15 June 2015, with no assurance it will happen, and a break-up fee of $100,000 plus 1,000,000 shares applies if the company finances elsewhere.

capital raising announcement

The company signed a site agreement with AES Shady Point, LLC to host its pilot plant at a power plant in LeFlore County, Oklahoma. The plant is due to be delivered within six weeks, and the company pays about $94,000 for the eight-month site term. The company also agreed to give AES Corporation concessional terms on future license fees and royalties. This continues the SAIC-built pilot plant project from the February 2013 contract.

material agreement

The company and AGPL settled their dispute, mutually terminating all agreements and releasing claims, and Good Coal is to be dissolved immediately. AGPL also gave the company a 60-day option to buy back the 48,528,082 company shares AGPL holds at $0.05 per share. This formally closes the Good Coal thread begun in 2012 and ended by the December 2012 termination.

material agreement

The company signed a new construction contract with SAIC Constructors for its 2-ton/hour Oklahoma pilot plant and paid a first $2 million. Total project cost is estimated at $3.6 million, with commissioning expected in the second quarter of 2013. The company is the sole counterparty and will own the plant outright, replacing the arrangement that ran through the terminated Good Coal venture.

material agreement

The company terminated the Good Coal joint venture agreement and technology license with AGPL, citing AGPL's continuing monetary default, and is seeking to dissolve Good Coal. This reverses the ASEAN deal announced in June 2012. The company says it intends to take over the Oklahoma pilot plant construction under a new contract and own the plant outright. AGPL holds over 5% of the company's stock.

material agreement termination

The company signed three-year employment agreements with CEO Robin Eves ($395,000 salary) and COO Ignacio Ponce de Leon ($370,000), each with an 8,000,000-share signing bonus and two sets of 8,000,000 options ($0.20 and $0.35 strikes) under a new plan reserving 65,000,000 shares. It also issued 77,970,650 restricted shares (about 13% of those outstanding) to settle about $1,471,276 of notes and interest and to pay about $2,054,385 of services, which dilutes existing holders.

capital raising announcement

The company formed Good Coal Pte. Ltd., a Singapore joint venture owned 55% by AGPL Investments (Archean Group, India) and 45% by the company, with a 25-year exclusive license for its Pristine-M technology across ASEAN countries. The terms include a $2,000,000 one-time license fee on commissioning of a pilot plant and a $1.00 per ton royalty on coal from Archean majority-owned mines (first two million tons waived). AGPL committed up to $2,000,000 for an Oklahoma test unit, with the company covering any excess.

material agreement

The company (filing as Clean Coal Technologies, Inc.) signed a 30-year technology licensing and royalty agreement with China's Huamin Senior Fund Holding Group. Huamin commits to build an initial 1.5 million ton per year clean coal facility and to fund it, with a possible further 5.0 million tons per year if the first phase succeeds. The company would get license fees of $1,000,000 per million tons (an initial $1,500,000 in three $500,000 installments) plus a royalty of at least $1.00 per ton.

material agreement