Each one in plain English, with the numbers worked through for a shareholder.
30 Mar 2015capital raising announcement▼ BadMajor
On March 27, 2015 the company changed the terms of its January 2015 12% convertible notes and warrants with the holders. The lowest conversion price rose from $0.05 to $0.09, warrants went from 33% to 100% of the notes' value (4,861,116 extra warrants issued), and each holder's ownership cap rose from 9.99% to 19.99%. The same day it sold a new $1,000,000 note with warrants for 8,333,334 shares to one accredited investor. Notes sold now total $1,875,000 and warrants cover 15,625,005 shares, so the January debt has grown from $875,000 and the potential share issuance is much larger. The filing does not state what the money will be used for.
On January 9, 2015 the company sold 12% senior secured convertible notes of $525,000 to accredited investors, and later added $350,000, for $875,000 in total, plus warrants for 1,458,333 and 972,222 shares. The notes cannot be called for repayment before January 9, 2016 and convert at the lower of $0.12 or a market-based price with a $0.05 floor. The warrants run seven years. The notes are secured by assets of one of the company's subsidiaries, and a subsidiary guarantees them. This is debt that can turn into many shares at prices far below the 2011-2014 placements, so it could dilute shareholders heavily if converted.
On October 7, 2014 the company announced it had started drilling the Huntington #4 well in Marion County, Texas, the first of a planned ten-well program targeting the Travis Peak and Cotton Valley formations at depths up to 9,200 ft. Under an existing participation agreement, Pacific World Energy pays the full cost of drilling and completing the wells and earns a working interest in each well. The filing gives no results or production figures.
On February 27, 2014 the company issued another 781,000 units on the same terms ($0.90 per unit, five-year warrants at $0.70) for $702,900. In total the December 2013 offering has now issued 2,780,674 units for about $2.5 million.
30 Dec 2013capital raising announcement● NeutralMajor
On December 20, 2013 the company sold 1,944,119 units at $0.90 for $1,749,707. Each unit is two shares plus a five-year warrant at $0.70 per share. The unit price is lower than the $1.20 paid in September 2012, which dilutes earlier holders more per dollar raised. The filing does not state what the money is for.
What it means for a shareholder
1.9m new shares at $0.900 to raise about $1.7m. That's 2.9% dilution: every existing holder's slice gets 2.9% smaller. If you held $1,000 of shares (1,111 at the issue price), your slice goes from 0.00173% to 0.00168% of the company. To keep it you'd need 34 more shares - about $31 at the issue price.
This amendment restates the September 2012 financing report only to correct the cash fee paid to the UK broker, from $55,627.38 to $44,473.38. The financing terms are otherwise unchanged: 3,342,390 units for $4,010,868.
On September 10, 2012 the company sold 3,342,390 units at $1.20 for $4,010,868. Each unit is two shares plus a three-year warrant at $1.00 per share. The press release says the money is for developing the Cornerstone Project, where the company now holds about 30,205 gross acres, following the Morse #1-H, described as the first horizontal well in the Rodessa field. After this issue there are 61,899,538 shares outstanding. Officers are under a six-month lock-up, and the warrant shares must be registered within 120 days of the end of the financing.
What it means for a shareholder
3.3m new shares at $1.20 to raise about $4.0m. That's 33% dilution: every existing holder's slice gets 33% smaller. If you held $1,000 of shares (833 at the issue price), your slice goes from 0.0125% to 0.00831% of the company. To keep it you'd need 417 more shares - about $500 at the issue price.
14 Mar 2012capital raising announcement● NeutralMajor
On March 9, 2012 the company sold 4,444,445 shares to a single non-U.S. investor for $2,000,000.25 (about $0.45 a share). The exhibit names the buyer as MSFG Investments Inc. This adds new shares and dilutes existing holders; the filing does not say how the money will be used. The price matches the $0.45 level of the November 2011 purchase agreement, but the filing does not link them (inference only).
22 Nov 2011capital raising announcement● NeutralMajor
Pegasi agreed to sell up to 12.5 million new shares at 45 cents to a group of private investors, up to about $5.6 million if fully taken. Priced well below the market convention for a company this size, it is the kind of raise that funds drilling by handing over a large slice of the company.
What it means for a shareholder
12.5m new shares at $0.450 to raise about $5.6m. That's 22% dilution: every existing holder's slice gets 22% smaller. If you held $1,000 of shares (2,222 at the issue price), your slice goes from 0.00496% to 0.00388% of the company. To keep it you'd need 620 more shares - about $279 at the issue price.
On September 15, 2011 the company held the second and final closing of the placement that began July 28, 2011, selling 195,587 more units at $1.00 each for $195,587. Each unit is two shares plus a three-year warrant at $0.60 per share. Beaufort and Nicquel received a small cash fee and warrants for 5,159 and 31,294 shares. This is a small addition to the $5.39m first closing and adds slightly to dilution.
On August 4, 2011 the board concluded that the 2010 annual accounts and the March 31, 2011 quarterly accounts should not be relied on and must be restated. The cause is non-cash charges tied to anti-dilution rights in the December 2007 warrants, which the company concluded were likely triggered in December 2010 and March 2011, lowering the warrants' exercise price and raising the number of shares issuable. Restated reports are expected by August 22, 2011. This is a second restatement after the 2008 one; the filing does not state the size of the charges.
On July 28, 2011 the company closed a private placement to non-U.S. investors of 5,388,900 units at $1.00, raising $5,388,900; each unit is two shares plus a three-year warrant at $0.60 per share. The press release says proceeds will go to horizontal oil wells, more leases and operating costs for the Cornerstone Project, and that affiliates holding all the senior debt agreed to a four-year standstill on it as a condition of the placement. This dilutes existing holders; the placement agent was Beaufort International Associates, with Nicquel as selling agent.
On March 3, 2009 the company agreed with Teton, Ltd. to add $570,000 of loans made between August 2007 and March 2009 to its existing note with Teton. The new funds carry 8% interest and can be converted into shares at $1.60, and the company and its subsidiaries gave Teton a first-priority security interest in all assets, with 100% of the Texas subsidiary's stock pledged.
14 Oct 2008asset acquisition disposition● NeutralMajor
On October 7, 2008 the company bought a further 10% of the Marion, TR Rodessa/Jefferson and 59 Disposal assets from TR Energy, taking its ownership to 80%, in exchange for 4,200,000 new shares. TR Energy is owned by CEO Michael Neufeld and Executive VP William Sudderth, so this was a related-party deal (Neufeld abstained from the board vote), and it dilutes other shareholders.
This amended filing repeats the June 2008 non-reliance announcement and adds that the CFO discussed the restatement with the independent auditors, who agreed with the conclusion. The restatement details are otherwise unchanged.
On June 27, 2008 the CFO concluded that the 2007 annual report and the March 2008 quarterly report should no longer be relied on because of errors found while responding to SEC comments on a registration statement. Corrections include how Marion's minority interest in 59 Disposal is shown, overstated reserve quantities affecting depletion, receivables wrongly recorded as contributions, and reserves moved from proved developed to proved undeveloped; the company says it will refile restated statements within days.
On February 1, 2008 the company dismissed its auditor George Stewart, CPA, and on February 4 hired Whitley Penn LLP for the year ended December 31, 2007. The filing states there were no disagreements, though Stewart's earlier reports on 2006 and 2007 (fiscal years ended April 30) included a going-concern doubt.
This amendment reports further investor purchases on January 24, 2008 under the December 2007 private placement, raising the expected total gross proceeds to about $10,284,560 (up from about $10,054,000). Placement agent fees to SMH rose to about $542,352 with warrants on 703,315 shares at $1.60; Clarion's terms are unchanged.
What it means for a shareholder
703,315 new shares at $1.60 to raise about $1.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On December 12, 2007 the shell company Maple Mountain Explorations bought all the shares of Pegasi Energy Resources Corporation (a Texas company) in exchange for 17,500,000 new shares, giving Pegasi's former shareholders 17,500,000 of 21,000,000 shares outstanding and control. Pegasi's business, East Texas Rodessa-field gas and oil (the 'Cornerstone Project', with Marion Energy holding a 30% interest), became the company's sole business, and it plans to adopt the Pegasi name. At the same time it sold about 8,378,500 units at $1.20 (a share plus a five-year warrant for 0.5 share at $1.60), expecting about $10,054,000 gross, with SMH Capital and Clarion Finanz as placement agents.
The shell company (then called Maple Mountain Explorations Inc., later Pegasi Energy Resources Corporation) approved a 2007 stock option plan on May 29, 2007, allowing up to 1,750,000 shares to be issued to directors, officers, consultants, service providers and employees. For shareholders this means future dilution as options are granted and exercised.
