Each one in plain English, with the numbers worked through for a shareholder.
3 Mar 2022capital raising announcement▼ BadMajor
Between Oct 2021 and Jan 2022, Petrolia agreed to sell 11,000 shares of a new Series C Convertible Preferred Stock at $10.00 each (about $110,000) to accredited investors. Each share converts at $0.01 per common share, so the 11,000 shares could become up to 11,000,000 common shares (before accrued dividends), which would dilute existing holders. Dividends are 8% a year, paid in extra preferred shares (11% if still outstanding after Dec 31, 2023), and the Series C ranks ahead of common and Series B on liquidation. The filing says the money is to pay lawyers to consider legal action against Blue Sky Resources, the operator of its Canadian properties, and former officers; the filing also calls Blue Sky's CEO the father of the company's 'former' CEO, which indicates Zel Khan has left that role. This marks a break from the earlier close dealings with Blue Sky. The text is cut off, so the rest of the stated purpose is not shown.
On Oct 25, 2021, Petrolia created a new Series B Preferred Stock and issued one share each to its three directors (James Burns, Leo Womack and Ivar Siem) for their board service. Together these three shares carry 60% of all shareholder votes, so the filing itself states a change of control: the three directors now control every shareholder vote, whatever number of common shares others hold. The Series B has no dividends, no liquidation preference and no conversion rights, and cannot be transferred. This is a new thread and weakens the influence of ordinary shareholders.
Bow, now Petrolia's subsidiary, raised its loan with a third-party lender by $800,000 to $1,530,000 at 12% interest, due May 11, 2021, with monthly payments of $50,818 from July 15, 2018. The extra $800,000 can only be used for a future oil and gas acquisition that the company is discussing; if no acquisition closes it is expected to be repaid immediately. The lender also gets 500,000 restricted shares and warrants over 2,320,000 shares. This is new debt after the 2017 debt conversions, and it adds modest dilution.
24 July 2017capital raising announcement● NeutralMajor
Petrolia converted the remaining $2,000,000 of the Jovian production payment note into 12,749,286 shares (at $0.14) and 21,510 Series A preferred shares ($10 each), cancelling that note. It also converted Rick Wilber's $550,000 of convertible notes into 55,000 preferred shares, and reported closing a $2,000,000 Series A preferred offering begun April 11, 2017 (9% non-cumulative dividend, converts at 71.429 common shares per preferred share). This resolves the Jovian and Wilber debt threads, at the cost of more dilution. The press release says all long-term debt has been converted to equity; Jovian is a related party, and Beasley and Khan abstained.
31 May 2017capital raising announcement● NeutralMajor
Petrolia converted $2,000,000 of the debt it owed Jovian (the seller of the SUDS field) into 10,000,000 new shares at $0.20 plus 10,000,000 warrants ($0.20 on 6,000,000 and $0.35 on 4,000,000). That covers the whole $1,000,000 note and $1,000,000 of the $3,000,000 production payment note, leaving $2,000,000 owing. Filing says it cuts debt and expected annual interest by about $50,000, but it dilutes existing shareholders. Jovian is a related party; directors Beasley and Khan abstained. This continues the Jovian debt thread from the October 2016 SUDS purchase.
20 Feb 2014capital raising announcement● NeutralMajor
The company began a private placement of units at $10,000.20 each (33,334 shares at $0.30 plus a warrant for 33,334 shares at $0.75, exercisable to August 5, 2019). The first sales were 22.5 units for about $225,000, with more expected on the same terms by August 5, 2014. One buyer already held about 8.8% (1,319,045 shares) and runs a consulting firm the company has a contract with; this matches the Mercadyne/David Baker holding disclosed earlier, though the filing does not name him (inference). New shares and warrants will dilute existing holders.
What it means for a shareholder
33,334 new shares at $0.300 to raise about $10,000. That's 0.235% dilution: every existing holder's slice gets 0.235% smaller. If you held $1,000 of shares (3,333 at the issue price), your slice goes from 0.0235% to 0.0235% of the company. To keep it you'd need 8 more shares - about $2 at the issue price.
The company hired Mercadyne Advisors LLC for one year to help it plan access to capital markets, cut costs, and handle investor relations, paying with 800,000 shares issued in the name of David Baker (who already owned about 3.7%). Half of those shares (400,000) must be returned if the company ends the agreement for non-performance by April 27, 2014, or if the consultant doesn't invest $125,000 in the company by then. This adds shares to the count.
3 Jan 2014capital raising announcement● NeutralMajor
The company restated its financing with Rick Wilber: the September 2013 $100,000 note and warrant were replaced by a $200,000 secured note (6%, due September 30, 2016, convertible at $0.30) and a warrant for 570,000 shares at $0.80. The filing also widens the security for his earlier $350,000 note, so his collateral now covers the two-acre tract around each well. The new note is secured by one Milam County well and its two-acre tract. This continues the Wilber financing and puts more of the company's assets behind it.
The company raised another $100,000 from Rick Wilber through a 6% convertible note due September 30, 2016 (convertible at $0.30 per share), plus a warrant for 285,000 shares at $0.80 per share. This adds to the June 2013 Wilber financing; unlike that note, this one is not described as secured in this filing.
20 June 2013capital raising announcement● NeutralMajor
The company raised $350,000 from director Rick Wilber through a 6% convertible note due June 17, 2016, convertible at $0.30 per share, plus a warrant for 1,000,000 shares at $0.80 per share. The note is secured by three of the company's Milam County oil wells, and the company says it plans to use part of the money to drill two new wells in the Minerva-Rockdale Field. Marc Spezialy is now signing as CEO. Shareholders face possible dilution if the note converts or the warrant is exercised.
Now named Rockdale Resources Corporation, the company sold 5,781,798 shares to private investors at $0.70 per share on August 31, 2012, for $4,047,250, with no commissions. This new money adds to the share count and is the funding for the Minerva-Rockdale oil push, though the filing does not say how the money will be used.
What it means for a shareholder
5.8m new shares at $0.700 to raise about $4.0m. That's 27% dilution: every existing holder's slice gets 27% smaller. If you held $1,000 of shares (1,429 at the issue price), your slice goes from 0.00908% to 0.00664% of the company. To keep it you'd need 525 more shares - about $368 at the issue price.
