Each one in plain English, with the numbers worked through for a shareholder.
21 Feb 2014capital raising announcement▼ BadMajor
The company reported issuing about 38.7 million new shares between December 2013 and February 2014. Roughly 10 million went to JMJ for converting only about $21,620 of the $335,000 note in four conversions, at about $0.0016 to $0.004 per share, far below the $0.30 cap in the note. The rest went for debts and services: 20,000,000 shares to settle an $80,000 payable, 7,700,000 for consulting valued at $30,800, 840,000 for legal services valued at $3,360, and 100,000 for consulting valued at $5,000. This confirms the dilution risk flagged when the JMJ note was signed: against 39.5 million shares outstanding in 2012, the issuances in this filing alone are large. The filing gives no total share count, and it has some date oddities (it refers to a September 30, 2014 10-Q and lists one issuance as December 27, 2014), which look like typos but are not explained.
The filing reports that the Focus Capital Group agency agreement for the up-to-$5 million private placement at $0.50 per share expired on November 8, 2012 without further extension. It states the company received $243,573 net ($403,525 gross less $159,952 of expenses), which resolves the earlier open question of how much the placement raised: far below the $5 million target. It also restates the April 11, 2012 letter of intent behind the reverse merger.
14 Feb 2013capital raising announcement● NeutralMajor
On February 11, 2013 the company agreed to acquire mineral leases in Comanche and Brown counties, Texas from Long Branch Petroleum LP (the related Land Bank owner), paying with six unsecured convertible notes totaling $444,148. The notes carry no interest, are due in 14-15 months, and can be converted into shares at $0.25 per share (below the $0.50 placement price). $200,000 of the total went to five individual or trust note holders ($37,500, $75,000, $37,500, $25,000, $25,000) who also settled and ended their earlier participation agreements; three of them get a 2% net revenue interest in the leases. Long Branch's note is $244,148. The company also hired Merriman Capital as non-exclusive financial advisor for 12 months, giving it 100,000 restricted shares plus an 8% fee on capital it raises. This continues the Land Bank lease buyout thread; the filing does not say how it relates to the earlier 50% annualized return buyout formula.
On October 3, 2012 the company issued a press release announcing the closing of initial financing from its private placement, with plans for using the initial funds. This resolves the open question of whether the private placement had begun raising money. The filing text gives no amount raised, so how much came in is not stated. The release also says the FINRA name change to Santa Fe Petroleum, Inc. took effect September 20, 2012.
