Each one in plain English, with the numbers worked through for a shareholder.
16 Dec 2019material agreement● Neutral
NXT called in the US$250,000 it had lent Alberta Green Ventures, directing that it be repaid not in cash but by handing back NXT shares for cancellation, priced off a five-day average. The borrower settled a cash loan in stock it already held.
NXT said that starting with its quarterly report for the period ended June 30, 2006 it will file SEC reports on Form 20-F and Form 6-K, the forms for foreign private issuers. This changes the type of reports shareholders will see; the filing gives no other detail. Despite the auditor-change classification, it contains no auditor information, and no new auditor is named.
NXT re-filed its June 2006 auditor-change report only to add the signature and date missing from the original. The content about Deloitte not standing for reappointment is unchanged, and no new information is given.
NXT filed Deloitte's letter to the SEC saying it agrees with NXT's statements about Deloitte's departure as auditor. This follows up the June 2006 auditor notice; no new facts about the departure are added.
Auditor Deloitte & Touche told NXT on June 23, 2006 that it would not stand for reappointment as auditor for 2006. Deloitte's reports for 2004 and 2005 were not adverse and there were no disagreements, though they included going-concern doubt explanations. The decision was not recommended or approved by the audit committee or board, and no new auditor has yet been engaged.
On June 23, 2006 NXT agreed to carry out an SFD survey for a Canadian intermediate oil and gas producer. The filing gives no price or other terms; those are in an attached press release not reproduced here.
NXT completed an initial closing of a private placement raising US$1,685,000 by issuing 1,685,000 units at US$1.00, each a share plus a two-year warrant to buy another share at US$2.00. It will pay commission of a further 131,200 units. Funds are for marketing SFD survey services, surveys, survey capacity, investor relations and general operating costs. This adds new shares and warrants for existing holders.
NXT corrected its Nov 7, 2005 filing: the notes were sold to 27 investors, not three, and its Sept 21 statement of an initial $1.35 million closing should have said commitments. A further closing on Dec 8, 2005 brought total notes sold to $1,975,000, including $213,600 of earlier loans from the CEO and a director. Each $1.00 invested also carries a special warrant leading to a warrant to buy a share at US$1.00. Full conversion would add 4,797,257 shares (22.5% of 21,359,104 outstanding), so potential dilution is larger than first reported.
NXT released an independent review by GLJ Petroleum Consultants of drilling activity after its SFD surveys in the Peace River Arch (Canada) and Greater Green River Basin (Wyoming). GLJ found successful wells drilled in several NXT-identified prospect areas, including the Ladyfern gas pool. GLJ was not asked to assess the science behind SFD or the statistical significance of the results. The company says it now sees commercial application for SFD and is considering developing seismically qualified prospects for its own account or with partners.
7 Nov 2005capital raising announcement● NeutralMajor
On Nov 1, 2005 NXT sold Special Note Certificates with a face amount of US$1,421,667 to three private investors (total received $1,498,169), with $24,000 in commissions. The notes let holders buy 10%-interest, 18-month convertible secured debentures convertible at the lesser of $0.70 or 85% of the lowest price of any later share issue. If converted they would add 2,140,242 shares (10.03% of the 21,224,770 outstanding). Up to $2,000,000 is authorised, with $578,333 still on offer. Note: this filing was later corrected (see the Dec 13, 2005 amendment).
NXT signed two agreements with its CEO and President, George Liszicasz, covering ownership and use of the SFD technology. An Interim Operating Agreement (effective Aug 25, 2004, expiring Dec 31, 2005) confirms NXT's title to four operating sensors, and a Technical Services Agreement (to Jan 1, 2011) gives NXT an exclusive worldwide licence and employs him as CEO. He receives 10,000,000 convertible preferred shares, with conversion beyond the first 2,000,000 tied to annual revenue targets of $50 million to $500 million. Half of those preferred shares (5,000,000) are cancelled if shareholders do not approve them at the next annual meeting.
10 July 2003capital raising announcement● NeutralMajor
The company (then called Energy Exploration Technologies, NXT) said it plans a series of private placements over the next 12 to 18 months, expecting to net about US$10,000,000, with the first phase due early in the third quarter. The money is for diversifying assets in Canada and internationally. It also said it will market each SFD project individually (starting with South Adsett) rather than grant regional exclusive exploration agreements. For shareholders, new share issuance is likely; that is an inference, as the filing does not give pricing.