23 Oct 2015listing compliance notice▼ BadMajor
OSAGE EXPLORATION & DEVELOPMENT, INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
3 Apr 2014material agreement● NeutralMajor
Osage signed a third amendment to its Apollo note agreement, raising the facility from $20 million to $30 million, extending maturity from April 27, 2015 to April 27, 2016 and cutting the rate from LIBOR plus 15% to LIBOR plus 11%. It includes a limited covenant waiver and a $5 million draw at signing. This continues the Apollo facility begun in April 2012.
25 Feb 2014capital raising announcement● NeutralMajor
Osage sold 4,900,000 units at $0.90 each, each unit being one share plus a warrant for 0.4 share at $1.80 with a five-year term, raising $4,410,000 so far. Total proceeds could reach $5,400,000. Cabot Lodge Securities is placement agent at an 8% fee. This issues new shares and warrants, diluting existing holders.
What it means for a shareholder
4.9m new shares at US$0.900 to raise about US$4.4m. That's 8.9% dilution: every existing holder's slice gets 8.9% smaller. If you held US$1,000 of shares (1,111 at the issue price), your slice goes from 0.00223% to 0.00203% of the company. To keep it you'd need 109 more shares - about US$98 at the issue price.
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21 Jan 2014auditor change● Neutral
Osage dismissed MaloneBailey, LLP and engaged Mayer Hoffman McCann P.C. as auditor after a request-for-proposal process, its second auditor change in about 15 months. MaloneBailey's 2012 report contained a going-concern paragraph citing a working capital deficit and accumulated deficit. The filing states there were no disagreements.
23 Dec 2013asset acquisition disposition▲ GoodMajor
Under a Partition Agreement amending the April 2011 Nemaha Ridge participation agreement, Osage and the Slawson group swapped acreage, effective September 1, 2013, so each controls acreage in separate sections. Osage becomes operator of about 5,015 net acres in 30 sections and stays a joint-venture partner with Slawson on about 4,475 net acres in 45 sections. The participation agreement ends except for sections already developed. Osage keeps its share of production from wells drilled before September 1, 2013. This moves Osage from non-operator to operator on most of its acreage there.
11 Oct 2013material agreement● NeutralMajor
Osage sold 100% of Cimarrona LLC, which owns the 9.4% Guaduas field interest and pipeline in Colombia, to Raven Pipeline Company, LLC for $6,800,000 in cash less about $254,000 of Cimarrona debt. $250,000 is held in escrow for 12 months, and a further $1,000,000 is due if the pipeline transport rate is not adjusted before March 31, 2014. This ends the Colombian holding acquired in 2008.
8 Apr 2013material agreement● NeutralMajor
Osage amended its Apollo note agreement, raising the facility from $10 million to $20 million, changing some covenants and granting a limited covenant waiver as of March 31, 2013. It drew $5 million at signing and paid Apollo a $100,000 amendment fee. This expands the April 2012 Apollo borrowing; the covenant waiver is stated but the filing does not say which covenants or why.
6 Nov 2012auditor change● Neutral
Amendment No. 2 to the auditor-change filing, again restating the GKM to MaloneBailey change. The only evident difference from Amendment No. 1 is that the MaloneBailey consultation period now runs through October 8, 2012 rather than October 3. The going-concern paragraph in GKM's 2011 report is repeated.
5 Nov 2012auditor change● Neutral
Amendment No. 1 to the October 10 auditor-change filing, restating the GKM to MaloneBailey change with revised wording on disagreements and on MaloneBailey consultations. The facts of the change are unchanged, including GKM's 2011 going-concern paragraph.
10 Oct 2012auditor change● Neutral
Osage replaced its auditor GKM, LLP with MaloneBailey, LLP after a request-for-proposal process. GKM's report on 2011 included a going-concern warning citing recurring losses and an accumulated deficit. The filing states there were no disagreements with GKM.
1 May 2012capital raising announcement● NeutralMajor
Osage signed a $10,000,000 senior secured note purchase agreement with Apollo Investment Corporation, maturing April 27, 2015 at LIBOR plus 15% (LIBOR floor of 2.0%), with interest paid monthly in cash. The notes are secured by substantially all company assets, including a mortgage on its Oklahoma leases. Apollo received a warrant for 1,496,843 shares at $0.01 and CC Natural Resource Partners got a $100,000 fee and a 250,000-share warrant at $0.01. Nothing was drawn at closing, and each draw must be at least $1,000,000.
24 Apr 2012capital raising announcement● Neutral
This amendment corrects the April 20 filing: the Boothbay $2,500,000 note was issued on April 17, 2012, not 2011, and matures April 17, 2014, not 2013. The other terms are unchanged (18% interest paid monthly, 400,000 shares, overriding royalties in Logan County).
20 Apr 2012capital raising announcement▼ BadMajor
Osage issued a $2,500,000 secured note to Boothbay Royalty Co. at 18% interest, paid in cash monthly. Boothbay also received 400,000 shares plus overriding royalties (1.5% on its section 29 leases and 1.7143% on its section 36 leases in Logan County, Oklahoma). The note is secured by a 5% overriding royalty interest in all of Osage's Logan County leases. The filing gives the maturity as April 17, 2013 and the issue date as April 17, 2011, both of which the next filing corrects.
26 May 2011asset acquisition disposition▲ GoodMajor
Under an April 21, 2011 participation agreement, Slawson (45%) and U.S. Energy Development (30%) bought into the company's 10,000-acre Nemaha Ridge prospect in Logan County, Oklahoma for $4,875,000. They also carry the company for 10% of the cost of the first three horizontal Mississippian wells, and Slawson operates. Revenue is split 45/30/25 with the company's share 25%. The buyers have 60 days for due diligence and to confirm acreage. Proceeds repaid the $500,000 January note, the $200,000 April 6 note and accrued interest on the $500,000 note, resolving that borrowing.
7 Apr 2011debt financing▼ Bad
Osage borrowed $200,000 for four months from an individual lender to buy Logan County, Oklahoma leases for its Mississippian prospect, handing over 250,000 shares as the fee and mortgaging the leases themselves as security. Needing to borrow a sum this small on these terms shows how little cash the company had.
26 Jan 2011debt financing● NeutralMajor
On January 24, 2011 the company borrowed $500,000 from Blackrock Management through a secured note due May 24, 2011 with a $100,000 loan fee payable at repayment. It is secured by its Logan County, Oklahoma leases and its 100% ownership of Cimarrona LLC. The lender is run by Ran Furman, a former officer and director. Proceeds fund Logan County leasing (Mississippian play) and working capital.
18 Sept 2009material agreement▼ BadMajor
On September 15, 2009 the company exited the Rosablanca block under a settlement with Gold Oil, Empesa and Lewis. Per the press release, the RB 1 well found no producible hydrocarbons and the company thinks the other structures are unlikely to be productive. Under the settlement Gold Oil keeps the funds the company had already put in and takes over its interest. Gold ends with 90% and Empesa 10%, and the Carried Interest Agreement is terminated. This ends the thread begun in 2007; the company says Guaduas remains its Colombian anchor.
5 Mar 2009capital raising announcement● NeutralMajor
On March 3, 2009 the company sold half of its 50% Rosablanca stake to Lewis Energy Colombia, leaving ownership at Gold 40%, Lewis 25%, Osage 25% and Empesa 10%, with Lewis operating. Lewis pays first-well costs up to $3,500,000 and gets cash flow equal to twice that amount before Osage receives its 25% share. The company also issued 5,250,000 shares to Mustang Capital Venture, an affiliate of Lewis, diluting existing holders.
7 July 2008capital raising announcement● Neutral
The company agreed on July 2, 2008 to pay E. Peter Hoffman, Jr. 1,000,000 shares (valued at $500,000 at the $0.50 closing price) for twelve months of corporate finance advice. Hoffman already held 5,040,000 shares. He later reappears as lender in the April 2011 loan.
10 Apr 2008capital raising announcement● NeutralMajor
On April 8, 2008 the company bought 100% of Cimarrona LLC from Sunstone Corporation, which owns a 9.4% interest in assets in the Guaduas field in Colombia's Middle Magdalena Valley. It paid 2,750,000 shares plus a warrant for 1,125,000 shares at $1.25 (expiring April 8, 2013), and issued 50,000 shares to Energy Capital Solutions for advice, so existing shareholders were diluted. This adds a second Colombian asset alongside Rosablanca.
What it means for a shareholder
1.1m new shares at US$1.25 to raise about US$1.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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4 Mar 2008material agreement● Neutral
The company signed a three-year lease for about 1,386 square feet of office space in San Diego, starting March 3, 2008, at $44,184 a year rising 3% annually, with a $3,382 deposit. This is a routine office lease.
13 Aug 2007debt financing● NeutralMajor
The company agreed (dated June 21, 2007) to farm into the roughly 165-square-mile Rosablanca concession in Colombia, paying all costs of the first well to earn a 50% interest, with Gold Oil keeping 40% and Empesa 10%. As of August 10, 2007 it had paid $1,200,000 to Gold and issued a $144,000 letter of credit. This marks the company's move into Colombian exploration.
17 July 2007capital raising announcement● NeutralMajor
On July 16, 2007 the company raised $1,100,000 by issuing an 8% unsecured convertible note, due September 30, 2008, to an institutional investor. The holder can convert it into units of one share plus one $1.25 three-year warrant at $1.00 per unit, so it could add shares if converted; the company may repay in units only at maturity. Viewpoint Securities received $55,000 in commissions.