Each one in plain English, with the numbers worked through for a shareholder.
23 June 2014director officer appointment▲ GoodMajor
A single 8-K disclosed two things: Dallas Kerkenezov's resignation as CFO (effective March 20, 2014, with no stated disagreement), and a new June 2014 farm-in agreement bringing BNV Energy Company LLC into the Milford Colony project - BNV can earn a 60% interest in roughly 5,382 of the acres (a subset already optioned to Super Nova, here referred to as 'Super Nova Petroleum Corp.') by drilling two natural gas wells for about $1 million combined, with warrants for 4,000,000 Norstra shares tied to securing the first well's funding by September 2014.
Norstra farmed out its separate 'Milford Colony' oil and gas leases (about 10,000 acres, also Lewis and Clark County, Montana) to Super Nova Minerals Corp., a British Columbia junior, granting it the option to earn an 80% working interest by drilling one evaluation well on each of three project blocks - shifting a meaningful share of the drilling cost and risk on this second Montana property onto a new partner.
Norstra issued a third secured convertible note to Jackson Bennett, LLC - $150,000 principal, maturing December 2015 - this time convertible at just $0.25 per share, half the price of the two earlier notes, reflecting a weaker negotiating position.
Norstra issued a second secured convertible note to Jackson Bennett, LLC - $250,000 principal, the same 10% interest and $0.50 conversion price, maturing July 2015.
Norstra and Summit West Oil signed an expanded farmout and option agreement covering 13 leases (about 12,988 acres, up from roughly 10,000) across Lewis & Clark and Teton counties, Montana, with revised drilling deadlines (three $5-million horizontal wells by June 2014, December 2014 and June 2016) and a new alternative: an outright option to buy the leases for 10,000,000 Norstra shares by December 31, 2013 instead of drilling.
FY2013's 10-K (year ended Feb 28, 2013) showed real cash growth ahead of the Bakken commitment - cash up to $99,550 (from $177) and total assets to $125,114 - funded mostly by a $100,000 convertible note, while the company confirmed it had already met its first $60,000 seismic-data spending milestone under the Summit West farmout and had shifted its exploration focus away from the original Kansas lease entirely.
Norstra furnished an independent geologist's reserve estimate for the South Sun River Bakken Prospect, projecting 9.5-16.7 million barrels of oil in place per drilling section based on nearby well data - real geological support for the farmout commitment, though only an original-oil-in-place estimate, not a proved reserve figure.
The identical reserve estimate report was furnished again the same day under a second SEC filing, addressed instead to farmout partner Summit West Oil, LLC and dated two days earlier - a genuine duplicate disclosure of the same underlying geological data, not a separate finding.
Norstra issued its first secured convertible note to Jackson Bennett, LLC - $180,000 principal, 10% annual interest, maturing April 2015, convertible into shares at $0.50 each - the first tranche of financing toward its Bakken drilling commitments.
Norstra committed to a major farmout agreement with Summit West Oil, LLC for the 'South Sun River Bakken Prospect,' roughly 10,000 acres in northwest Montana: to earn a 100% working interest (less a 20% royalty burden), Norstra must spend $200,000 on initial exploration by April 2013 and then drill three separate $5-million horizontal Bakken wells by December 2013, June 2014 and December 2014 - a roughly $15.2 million total commitment far beyond the company's own IPO-scale finances. The same day, new CEO Glen Landry and CFO Dallas Kerkenezov signed consulting agreements ($5,000/month plus production-contingent preferred stock for Landry, $500/month for Kerkenezov), and Kerkenezov and former director Sasha Heredia voluntarily cancelled a combined 35,513,100 of their own shares specifically to make the company more attractive to financiers given the scale of the new commitment.
5 Mar 2013director officer appointment● NeutralMajor
Dallas Kerkenezov resigned as president, CEO, secretary, treasurer and director (remaining only as CFO), and fellow director Sasha Heredia also resigned; both roles were replaced by Glen Landry, a geologist with nearly 40 years of oil and gas experience including work on Montana Bakken and heavy-oil properties - a clear signal of an impending pivot toward Montana oil and gas.
The SEC's first S-1 review found real evidence the filing had been recycled from unrelated companies' boilerplate - stray references to a mobile-services client base and to unrelated companies Freeport Energy, MOXY and Wanshan Resources Corp - alongside a genuine internal inconsistency between describing the Kansas interest as a 'working interest' in one section and an 'option on a mineral property' in another, and a $60,000-vs-$85,000 mismatch in stated 12-month expense estimates.
