Each one in plain English, with the numbers worked through for a shareholder.
13 May 2014capital raising announcement● NeutralMajor
On May 12, 2014 Red Mountain agreed to exchange 222,224 shares of its Series A preferred stock for 1,388,898 common shares, effective April 1, 2014. That leaves 254,463 preferred shares outstanding with a total redemption amount of $6.4 million. This continues the conversion of the 2013 preferred (treated as debt) into common stock, which reduces the preferred and its dividend obligation but adds common shares.
On October 3, 2013 Red Mountain agreed to take $75,000 of O&G Leasing 2009A debentures and $1,016,000 of 2009B debentures from one holder for 872,800 of its shares. It also declared its first quarterly dividend on the Series A preferred stock, about $0.4167 per share, payable October 15, 2013 to holders of record on September 30. The debenture exchanges for shares continue, and the preferred dividend is a new ongoing cash cost.
Red Mountain extended its $500,000 subordinated note to the Belzbergs and Caddo from July 31 to August 31, 2013, and issued 750,000 shares to two brokers for services on the February 2013 private placement. It reported proved reserves of 3,532 MBoe as of May 31, 2013 (including 100% of Cross Border, in which it now owns 83%), and said an offering of up to 500,000 units of 10% Series A preferred stock plus warrants was expected to close around August 2, 2013. The note extension continues the short-term debt thread; the preferred offering is a new funding step.
On February 28, 2013 Red Mountain agreed to issue 745,854 of its shares to two creditors of Cross Border's predecessor Pure Energy, covering half of $1.3 million in bankruptcy-plan fees (Cross Border pays the other half in cash), in return for 422,650 new Cross Border shares. It also bought 299,383 Cross Border shares from two holders for 598,766 of its shares, and converted about $917,450 of Cross Border notes into 611,630 Cross Border shares at $1.50. This continues the Cross Border consolidation, paid for largely in Red Mountain stock.
11 Feb 2013capital raising announcement● NeutralMajor
On February 5, 2013 Red Mountain, Cross Border and two subsidiaries signed a revolving credit agreement with Independent Bank (up to $100 million, initial commitment $20 million, maturing February 5, 2016, secured by first liens on substantially all borrower property). Red Mountain borrowed $7.6 million and used part of it to repay the First State Bank of Lonoke notes and the $6.0 million Belzberg senior note, which had been due February 14; Cross Border borrowed $8.9 million and repaid its own facility. This resolves the Belzberg maturity thread, though Red Mountain issued a new $500,000 unsecured subordinated 12% note to the Belzbergs and Caddo due July 31, 2013. It also accepted subscriptions for 7,058,823 shares at $0.85 for $6,000,000, closing by February 28, 2013. The loan has covenants including a requirement that Alan Barksdale remain CEO.
This second correction to the October 2012 filing restates the O&G Leasing debenture deals. The $165,000 of 2009B and $75,000 of 2009A deals are unchanged (154,948 and 67,042 shares), but the October 18 deal for $3,000,000 of 2009A and $1,255,000 of 2009B now shows 3,860,222 Red Mountain shares, where the original said $3,030,000 of 2009A for 3,887,039 shares. It only fixes earlier disclosure and adds no new transaction.
31 Dec 2012capital raising announcement● NeutralMajor
On December 24, 2012 Red Mountain agreed to buy 907,145 Cross Border shares for 1,814,290 of its shares, closed December 27. It then held 7,615,241 Cross Border shares (46.7%); if its other pending agreements close, it would hold 12,653,110 shares (77.6%). This continues the Cross Border build-up toward a controlling stake, with more share dilution.
On December 10, 2012 the Belzberg senior secured note was raised from $4,000,000 to $6,000,000, still 12%, maturing February 14, 2013, with first liens on Madera, Pawnee, Shafter Lake, Martin and Cowden and second liens on other properties and 2,136,164 Cross Border shares; the lenders got warrants over 200,000 shares at $1.00 through December 1, 2014. Red Mountain also agreed to buy Bamco Gas receivership assets (Duval, Johnson, Zapata County interests) by issuing 2,375,000 shares to the Bamco debenture trustee, with Black Rock releasing a claim; CEO Barksdale is the Bamco receiver, a related-party link. It also signed a flurry of Cross Border deals (e.g. 2,430,605 shares for 4,861,210 of its shares; Cross Border notes for 1,937,500 shares) that, if closed, would lift its stake from 41.1% to 72%. This continues the Bamco thread and the Cross Border build-up, with heavy dilution and more debt due in about two months.
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.
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.
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.)
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.
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.
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.
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.
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.
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.
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.
On November 4, 2011 Red Mountain sold another 4,151,000 shares at $1.00 and closed the $25 million private placement, which ended up raising 16,206,000 shares for $16,206,000, short of the $25 million ceiling. Three investors now hold rights to buy an additional $3,000,000 of shares until December 31, 2011, at the lesser of $1.10 or a 10-day average closing price. The filing states the aggregate purchase price for this day's sale as '$1.00', which looks like an error, since at $1.00 per share 4,151,000 shares would be $4,151,000 (an inference).
What it means for a shareholder
4.2m new shares at $1.00 to raise about $4.2m. That's 5.5% dilution: every existing holder's slice gets 5.5% smaller. If you held $1,000 of shares (1,000 at the issue price), your slice goes from 0.00141% to 0.00134% of the company. To keep it you'd need 59 more shares - about $59 at the issue price.
1 Nov 2011capital raising announcement● NeutralMajor
On October 26, 2011 Red Mountain acquired 1,377,193 Cross Border Resources shares by issuing 2,754,386 of its own shares, taking its stake to 23.1%. This continues its build-up of the Cross Border position begun through Black Rock and the August purchase, paid for in new Red Mountain shares rather than cash, so existing holders are diluted. It agreed to register the resale of the issued shares by December 1, 2011.
On September 6 and 7, 2011 Red Mountain sold 2,500,000 and 3,350,000 shares ($5,850,000 in total) at $1.00 to accredited investors in its $25 million private placement, for general working capital. That brings the placement to 12,055,000 shares and $12,055,000 raised, continuing the fundraising that began in spring 2011. One investor was also given the right, until December 31, 2011, to buy a further $3,000,000 of shares at the lesser of $1.10 or a 10-day average closing price, which could add shares for existing holders to absorb.
What it means for a shareholder
3.4m new shares at $1.00 to raise about $3.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
17 Aug 2011capital raising announcement▲ GoodMajor
On August 16, 2011 Red Mountain acquired a 100% working interest in the Martin Lease (320 acres, Andrews County, Texas) for 320,000 shares, and the Shafter Lake Lease (about 185 acres, same county, 75% net revenue interest) for $250,000 plus 250,000 shares. It also bought 218,535 Cross Border Resources shares for 273,169 of its own shares, adding to the stake gained via Black Rock. All share issues were private placements.