11 Oct 2011listing compliance notice▼ BadMajor
ROYALITE PETROLEUM CO 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.
21 Jan 2009capital raising announcement● Neutral
On January 14, 2009 the company completed a private placement of 1,200,000 shares at $0.25 for $300,000 from two accredited investors, to be used for working capital. This adds shares at the same $0.25 price as the 2008 placement.
What it means for a shareholder
1.2m new shares at $0.250 to raise about $300,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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18 Sept 2008material agreement● Neutral
On September 15, 2008 the company signed a six-month consulting agreement with La Jolla IPO Incorporated to help find equity financing and provide investor relations, paying 7 2/3% of financing raised through its efforts (2% for joint venture or sales deals), and issued La Jolla 1,000,000 shares. This adds shares for shareholders.
11 July 2008asset acquisition disposition● Neutral
The sale of the Worldbid subsidiary to Marktech Acquisition Corp. closed on July 7, 2008 on the June terms: $50,000 (half paid in cash, half as a $25,000 note due August 6, 2008) plus assumption of about $93,000 of liabilities. This completes the exit from the legacy internet business, leaving the company in oil and gas.
6 June 2008material agreement● NeutralMajor
On June 5, 2008 the company agreed to sell its Worldbid internet subsidiary, the legacy business kept after the 2007 merger, to Marktech Acquisition Corp. for $50,000 and assumption of about $93,000 of liabilities, to focus on oil and gas. The company also reported its $0.25 placement was oversubscribed (up to 8,400,000 shares, $2,015,000 received so far), that it has added about 1,200 acres near the Texas Airport Lease with about 3,000 more expected (5,700 total), and that it has an environmental study done for a 16,800-foot well, subject to further financing.
4 Apr 2008business combination● NeutralMajor
On April 2, 2008 the company agreed to acquire from May Petroleum, Inc. a Matagorda County, Texas prospect (an assignment of a purchase agreement for a 70% net revenue interest in a lease of about 1,500 acres, the Airport Lease, plus data and a 30-square-mile area of mutual interest) for 50,000,000 new shares and reimbursement of May's $100,000 deposit. It must pay a further $900,000 ($400,000 by April 21 and $500,000 by July 13, 2008), start drilling by August 1, 2008 and pay a $150,000 bonus to the landowner. The share issue gave May 56.68% of the company, a change of control. May is controlled by Norris R. Harris, who became Chairman, CEO and director on March 31, 2008 and is paid $10,000 a month under a two-year management agreement, so this is a related-party deal and existing holders are heavily diluted. The company also approved a private placement of up to 8,000,000 shares at $0.25 for $2,000,000, and will need substantial financing. This shifts focus from the Utah leases to Texas.
6 Dec 2007material agreement▼ BadMajor
The Keystone option expired unexercised on November 21, 2007, and the Twilight letter of intent for the Green River Prospect expired on November 20, 2007 without a formal agreement. This resolves the October 2007 deal threads negatively for now, though the company says it is trying to negotiate a further option and an extension, with no assurance of success. The company also signed a six-month consulting agreement (shareholder information and public relations) with CRG Partners, Inc. for 100,000 shares, and its board approved on December 4, 2007 an offering of up to $250,000 of 8% convertible notes due December 31, 2009, not yet completed. The address moved to Austin, Texas.
15 Oct 2007material agreement● NeutralMajor
On October 1, 2007 the company got an option from Central Utah Lease Acquisition, L.P. to buy 62.5% of its interest in the Keystone Project (66,700 net leasehold acres in Sanpete and Juab Counties, Utah), in exchange for 200,000 shares; the option had to be exercised by November 21, 2007. Exercising would cost $1.5 million cash plus 7,300,000 shares by November 26, 2007, further cash payments totalling $2.26 million by December 31, 2007 and $7.5 million through June 2009, and drilling two carried wells. The company says it has no financing in place. Separately, on October 2, 2007 it signed a non-binding amended letter of intent with Twilight Resources, LLC to buy half of Twilight's interest in the Green River Prospect in Grand and Emery Counties, Utah (about 6,216 net acres) for $6,216,000 plus two carried wells, conditional on the Keystone option being exercised. These are new potential acquisitions beyond the existing Utah leases, and none is certain.
19 July 2007auditor change● Neutral
On July 17, 2007 Morgan & Company resigned as auditor, which the filing attributes to the Royalite merger, and Sarna & Company was appointed. Morgan's reports for fiscal 2006 and 2005 included a going-concern uncertainty statement, and no disagreements are reported.
6 Mar 2007business combination● NeutralMajor
The Royalite merger closed on February 28, 2007 and the company became Royalite Petroleum Company Inc. It issued 24,960,667 shares to former Royalite holders, who now own about 69.6% (expected to fall to about 67% after the pending placement units), a change of control. It gained Royalite's oil and gas leases on about 67,000 acres on the Utah Hingeline Trend plus a 2.5% royalty on 285 acres, and assumed all its debts. Michael L. Cass replaced Logan Anderson as CEO and President, with Anderson staying as director and CFO. The earlier plan to spin off the Worldbid subsidiary was dropped, and Royalite's financial statements are to be filed within 71 days.
21 Feb 2007capital raising announcement● Neutral
Effective February 15, 2007 the company issued 460,000 units at $1.50 to non-U.S. persons and another 970,033 units to accredited investors. Each unit is one share plus a half warrant exercisable at $1.75 for one year. This is the $1.50 placement announced in August 2006, which adds new shares.
What it means for a shareholder
460,000 new shares at $1.50 to raise about $690,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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14 Feb 2007material agreement termination● NeutralMajor
On February 9, 2007 the companies replaced the August 2006 merger agreement, with no penalties, by an amended plan under which Royalite merges into a new subsidiary, Royalite Acquisition Corp., followed by a merger into the company. The company no longer has to dispose of Worldbid International Inc. and is dropping the spin-off. Under Nevada law no Worldbid shareholder vote is needed, so the December special meeting was cancelled. Completion was expected by February 28, 2007, subject to Royalite shareholder approval and delivery of its financial statements.
6 Feb 2007capital raising announcement● Neutral
Effective January 31, 2007 the company issued 1,880,162 units at $0.75 to non-U.S. persons and another 1,600,000 units to accredited investors. Each unit is one share plus a half warrant exercisable at $0.85 for one year. This is the $0.75 placement (3,480,200 units in total) previously described as subscribed, which adds new shares.
What it means for a shareholder
1.9m new shares at $0.750 to raise about $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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14 Nov 2006business combination● NeutralMajor
A preliminary proxy statement called a December 8, 2006 special meeting to vote on the Royalite merger and the spin-off of subsidiary Worldbid International Inc. to existing shareholders. It states existing Worldbid holders would own about 19.4% of the merged company and former Royalite holders 80.6%, so current holders would be diluted. This is the shareholder-vote step required by the August 2006 merger agreement.
29 Aug 2006business combination● NeutralMajor
Worldbid agreed on August 23, 2006 to merge with Royalite Petroleum Corp., a Utah Hingeline Trend oil and gas explorer with 24,960,667 shares outstanding, with Worldbid to be renamed Royalite Petroleum Company Inc. Each Royalite share would convert to one Worldbid share, and closing depended on spinning off or disposing of the Worldbid Canada subsidiary, delivery of financial statements and shareholder approvals. The filing also reports about $2.6 million raised from 3,480,200 units at $0.75, which was terminated and replaced by a new offering of up to 15,000,000 units at $1.50. Royalite states it holds leases on over 33,000 acres at a 100% working interest.
8 Apr 2005financial restatement▼ BadMajor
Management concluded on April 7, 2005 that the audited financial statements for the years ended April 30, 2004 and 2003 should no longer be relied on because of errors. The restatement increases the loss for fiscal 2004 by $452,878 to $1,136,921 and for fiscal 2003 by $774,523 to $1,198,349, and lifts the 2003 loss per share from $0.01 to $0.03. It concerns the convertible debentures, warrants and deferred revenue accounting.
18 Jan 2002auditor change● Neutral
An amended version of the December 2001 auditor-change report, now attaching KPMG's letter dated January 16, 2002 and extending the 'no disagreements' period to December 17, 2001. The facts of KPMG's resignation, Morgan & Company's appointment and the going-concern paragraph are unchanged.
24 Dec 2001auditor change▼ Bad
The company, then named Worldbid Corporation, disclosed that its auditor KPMG LLP resigned on December 17, 2001 and Morgan & Company was engaged from December 18, 2001. KPMG's report on the year ended April 30, 2001 carried a going-concern doubt (net losses and negative cash flows since inception), and the filing reports no disagreements with KPMG. The filing is under the company's earlier identity, before any oil and gas business.