Past year: ▼ 85%(0.30c – 2.50c USD)
Each one in plain English, with the numbers worked through for a shareholder.
16 Nov 2012material agreement● Neutral
Red Mountain pushed out the maturity of its senior secured note owed to Hyman and William Belzberg and Caddo Management by three months to 14 February 2013, and agreed it could not repay early without covering the interest it would have saved. The lenders extended, but priced the extension.
14 Nov 2012agm notice● Neutral
RED MOUNTAIN RESOURCES, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
13 Nov 2012capital raising announcement● NeutralMajor
On November 6, 2012 Red Mountain agreed to buy 1,049,628 Cross Border shares for 2,099,256 of its own shares, closing on or after December 3, 2012. It then held 6,708,096 Cross Border shares (41%), with agreements for 2,260,627 more. It also agreed to take $715,000 of 2009A and $280,000 of 2009B debentures for 902,075 shares, and $200,000 of 2009B for 187,816 shares (October 22). These debenture deals continue even though the Hunter Drilling purchase was terminated in October; the filing does not say why.
7 Nov 2012capital raising announcement● Neutral
This amendment corrects the October 19 filing: the additional Cross Border shares Red Mountain had agreed to buy as of October 17 were 1,503,833, not 7,919,095. Other figures (512,329 shares bought for 1,024,658 of its own, 6,415,262 shares held, 39.7%, warrants over 2,136,164) are unchanged.
29 Oct 2012material agreement termination● NeutralMajor
On October 18, 2012 Red Mountain, Hunter Drilling and the trustee signed an agreement ending the July 19 purchase of the O&G Leasing and Performance Drilling assets; it was deemed terminated effective October 23, 2012. The trustee returned the $250,000 deposit. The filing gives no reason. This ends the drilling-rig acquisition thread; the debenture purchases already made are not addressed.
19 Oct 2012capital raising announcement● NeutralMajor
In October 2012 Red Mountain agreed to buy 512,329 Cross Border shares for 1,024,658 of its shares, and by October 17 held 6,415,262 Cross Border shares (39.7%), plus agreements for 7,919,095 more and warrants over 2,136,164. It also agreed to take in debentures of O&G Leasing: $165,000 of 2009B for 154,948 shares, $75,000 of 2009A for 67,042 shares, and $3,030,000 of 2009A plus $1,255,000 of 2009B for 3,887,039 shares. These continue both the Cross Border build-up and the debenture exchanges for the Hunter Drilling deal, with more shares issued. (The 39.7% is lower than the 45.9% in the prior filing; the text does not explain why, and the Cross Border share count in pending agreements was later corrected.)
15 Oct 2012quarterly activities report▼ Bad
RED MOUNTAIN RESOURCES, INC. reported a quarterly net loss of $3.7 million for the period ended 2012-08-31.
30 Aug 2012late filing notice▼ Bad
RED MOUNTAIN RESOURCES, INC. notified the SEC that its annual report would be filed late.
29 Aug 2012capital raising announcement● NeutralMajor
On August 28, 2012 Red Mountain agreed to buy 1,185,301 Cross Border shares for 2,370,602 of its own shares, bringing its stake to about 45.9% (from about 38.5% earlier in the month). This continues the share-funded Cross Border build-up, with further dilution for Red Mountain holders.
22 Aug 2012director interest notice● Neutral
RED MOUNTAIN RESOURCES, INC. EVP & Dr Expl & Prd of RMR Op. Tommy W Folsom received 10,000 shares as part of the equity award.
16 Aug 2012capital raising announcement● Neutral
This amendment repeats the Hunter Drilling purchase terms (the 2009B debenture side) and adds that on August 8 and 13, 2012 Red Mountain acquired $260,000 of 2009B Debentures from three holders in exchange for 244,161 of its shares. These are part of the debenture exchange the deal required before closing, and add to share dilution.
13 Aug 2012capital raising announcement● Neutral
On August 10, 2012 Red Mountain bought 384,040 Cross Border shares for 768,080 of its own shares, bringing its stake to about 38.5% (up from about 36.1% in June). This continues the share-funded Cross Border build-up and further dilutes Red Mountain holders.
25 July 2012material agreement● NeutralMajor
On July 19, 2012 Red Mountain and its subsidiary Hunter Drilling agreed to buy substantially all assets of O&G Leasing and Performance Drilling Company, including five drilling rigs, out of a bankruptcy. Payment is $450,000 cash at closing plus up to $500,000 for bankruptcy claims (a $250,000 deposit was paid into escrow), 1,509,307 Red Mountain shares at $1.50 for 2009A debenture interest and 697,110 shares at $1.50 for 2009B debenture interest, $25,955,000 of 6% senior secured convertible debentures and $7,610,000 of 6% junior secured debentures (both convertible at $2.00 in the first year, rising $0.50 each year), and a Washington State Bank note of about $4.08M. Closing needs Bankruptcy Court orders and was expected before the end of 2012. This is a new line of business (drilling rigs) for a company that so far held oil and gas properties, after the terminated Swan deal.
3 July 2012material agreement termination● NeutralMajor
On June 30, 2012 Red Mountain terminated the May 9, 2012 agreement to buy Swan PC, LP for about $235.0 million, using its right to end it at any time for any reason. The filing says no material early termination penalties were incurred. The filing gives no reason for terminating. This ends the Swan acquisition thread.
21 June 2012auditor change● Neutral
This amendment restates the August 2011 auditor change to give effective dates: Hein & Associates was engaged August 22, 2011 and approved by the board August 30, 2011, and L J Soldinger's engagement ended when it completed the Black Rock audit for the year ended May 31, 2011 on October 24, 2011. No disagreements or reportable events are stated. The only qualification mentioned was a going-concern paragraph in the January 31, 2011 report.
21 June 2012business combination● Neutral
This fifth amendment to the Black Rock acquisition report adds audited revenue and direct operating expense statements for the Madera assets and responds to SEC comments. The filing says it does not reflect events after January 12, 2012, and the deal terms shown are the same as in the prior amendment. It carries no new transaction.
18 June 2012capital raising announcement● NeutralMajor
On June 13, 2012 Red Mountain bought 1,000,000 Cross Border shares for 2,000,000 of its own shares, bringing its stake to about 36.1%. It also reports that the extra-purchase rights from the private placement are now used up: the other investors bought 2,464,546 shares at $1.10 in April (about $2.71M) and 1,846,271 shares at $1.10 in June ($2,030,900), and the rest of the rights expired. Broker commissions were $425,090 in cash plus warrants for 425,090 shares at $1.20. This resolves the open extra-purchase thread and continues the share-funded Cross Border build-up, with further dilution. It also issued 10,000 shares to executive Tommy Folsom for fluid level equipment.
What it means for a shareholder
2.5m new shares at $1.10 to raise about $2.7m. That's 2.8% dilution: every existing holder's slice gets 2.8% smaller. If you held $1,000 of shares (909 at the issue price), your slice goes from 0.00107% to 0.00104% of the company. To keep it you'd need 26 more shares - about $29 at the issue price.
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29 May 2012material agreement● Neutral
On May 28, 2012 Red Mountain signed indemnification agreements with its five directors: Alan Barksdale, Lynden Rose, Paul Vassilakos, Richard Roberts and Randell Ford. The company will cover and advance their legal costs for claims arising from their roles, to the fullest extent the law permits. This is routine governance paperwork with no stated financial amount.
11 May 2012material agreement● NeutralMajor
On May 9, 2012 Red Mountain agreed to buy all the partnership interests of Swan PC, LP, an oil and gas producer in Jack, Palo Pinto, Clay, Parker and Wise Counties, Texas, from trusts of the Swan family for about $235.0 million, with $20.0 million held in escrow for indemnities. Closing was expected on or about July 1, 2012. The price is far larger than any deal in the company's history so far, and the filing does not say how it would be financed. Red Mountain could terminate at any time and for any reason.
16 Apr 2012quarterly activities report▼ Bad
RED MOUNTAIN RESOURCES, INC. reported a quarterly net loss of $2.2 million for the period ended 2012-02-28.
17 Jan 2012quarterly activities report▼ Bad
RED MOUNTAIN RESOURCES, INC. reported a quarterly net loss of $2.5 million for the period ended 2011-11-30.
12 Jan 2012capital raising announcement● Neutral
This amendment updates the private placement: on December 21, 2011 one investor bought 2,727,272 shares at $1.10, and the other two investors' extra-purchase rights now run until February 29, 2012 (this answers the open question left in the last filing). On January 10, 2012 Red Mountain also bought 250,929 Cross Border shares for 501,858 of its own shares, leaving it with about 29.9% of Cross Border. It issued broker warrants for 300,000 shares tied to the December sale. This continues the pattern of paying for Cross Border stock with new Red Mountain shares, which dilutes existing holders.
What it means for a shareholder
2.7m new shares at $1.10 to raise about $3.0m. That's 3.7% dilution: every existing holder's slice gets 3.7% smaller. If you held $1,000 of shares (909 at the issue price), your slice goes from 0.00129% to 0.00124% of the company. To keep it you'd need 35 more shares - about $39 at the issue price.
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12 Jan 2012business combination● Neutral
This fourth amendment to the Black Rock acquisition report adds the information an annual report for Black Rock's year ended May 31, 2011 would contain, and responds to SEC staff comments; it is not a new deal. It restates the existing terms (27,000,000 shares to StoneStreet, 225,000,000 Lamson shares retired, the Lonoke Loan and Bamco Replacement Note with 2,000,000 pledged shares, $2.45M of 10% notes). The one updated figure is that the company owns about 29.9% of Cross Border, which is a different percentage from the 36.5% beneficial figure in the earlier amendment (the text shown does not explain the difference).
28 Dec 2011capital raising announcement▲ GoodMajor
This amendment adds detail on the completed private placement: 16,206,000 shares sold for $16,206,000, plus 313,875 shares and warrants over 1,463,000 shares (exercise $1.20, expiring April 30, 2014) issued to brokers. On December 21, 2011 one investor used its extra-purchase right to buy 2,727,272 shares at $1.10 (about $3.0M, an inference from the figures). This resolves part of the open right granted to investors, though the other investors' rights are not addressed.
What it means for a shareholder
2.7m new shares at $1.10 to raise about $3.0m. That's 3.7% dilution: every existing holder's slice gets 3.7% smaller. If you held $1,000 of shares (909 at the issue price), your slice goes from 0.00129% to 0.00124% of the company. To keep it you'd need 35 more shares - about $39 at the issue price.
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5 Dec 2011securities registration● Neutral
RED MOUNTAIN RESOURCES, INC. registered a securities offering with the SEC.
30 Nov 2011debt financing● NeutralMajor
On November 25 and 30, 2011 Red Mountain issued three 10% convertible notes due November 25, 2013: $1,500,000 to Personalvorsorge der Autogrill Schweiz AG, $1,000,000 to Hohenplan Privatstiftung and $250,000 to SST Advisors, Inc., totalling $2,750,000. Holders can convert into shares at $1.00 initially, which would dilute existing shareholders if exercised, and the shares are to be included in a planned resale registration.
22 Nov 2011debt financing● NeutralMajor
On November 16, 2011 Red Mountain issued a senior secured note of up to $4,000,000 to Hyman Belzberg, William Belzberg and Caddo Management, advancing $500,000 at once, with further draws for property purchases once security is perfected. It carries 12% interest and matures November 16, 2012, is guaranteed by Black Rock and RMR Operating, and is secured by oil and gas property liens and a pledge of 2,233,000 Cross Border shares. This is the first senior secured borrowing at parent level and puts its Cross Border stake at risk if the note defaults; the note was later extended to February 2013 (per the exhibit-only recovery in context).
18 Nov 2011business combination● Neutral
This third amendment to the Black Rock acquisition report adds full-year information for Black Rock and responds to SEC staff comments; it restates the deal terms rather than announcing a new transaction. It confirms the structure (27,000,000 shares to StoneStreet, 225,000,000 Lamson shares retired), the Lonoke Loan of about $2.8M and the Bamco Replacement Note with 2,000,000 pledged shares, and the $2.45M of 10% notes tied to 600,000 shares. Newer details: StoneStreet released 7,000,000 shares from lock-up on September 12 (11,000,000 remain locked, and 100,000 shares were cancelled in exchange), and the company now beneficially owns about 36.5% of Cross Border. It also refers to a July 8, 2011 Pawnee Prospect agreement in the Permian Basin.
14 Nov 2011material agreement▲ GoodMajor
On November 11, 2011 Black Rock closed the purchase of the Cowden Mineral Interests and some real property in Ector County, Texas from a court-appointed receiver for Alan Todd May and Prosper Oil & Gas, for $1,150,000, after court approval on November 9. The interests cover about 760 gross (740 net) acres with 31 producing wells, held at 75% to 100% working interests. It adds Permian Basin production to the portfolio.
4 Nov 2011capital raising announcement● Neutral
On November 1, 2011 Red Mountain acquired 637,272 more Cross Border Resources shares for 1,274,544 of its own shares, lifting its Cross Border stake to 27.1%. This is another share-funded step in the Cross Border build-up, and the shares issued to the seller are to be included in the planned resale registration.
