Each one in plain English, with the numbers worked through for a shareholder.
24 Dec 2009auditor change● Neutral
On December 21, 2009, Synergy dismissed its auditor Stark Winter Schenkein & Co. and hired Ehrhardt Keefe Steiner & Hottman PC. The filing says the prior auditor's reports for fiscal 2008 and 2009 carried a going-concern uncertainty qualification, and that there were no disagreements with it. The prior auditor's confirmation letter was still to come by amendment.
On November 3, 2009, Synergy signed another Ensign Drilling contract, for four wells in the Wattenberg field of the D-J Basin, with the first well (SRC 34-32) started that day. It holds a 62.5% working interest on a 160-acre Weld County lease and is the operator; 37.5% was bought for $60,000 from Petroleum Exploration & Management, which is controlled by Holloway and Scaff (another related-party deal), and 25% from an unrelated third party. Drilling is estimated at $175,000 to $200,000 per well plus $425,000 to complete. This extends the drilling program begun in August.
On August 17, 2009, Synergy signed a drilling contract with Ensign Drilling Company for five to seven wells on the Meyer prospect in Weld County, Colorado, which it holds an option to buy from Petroleum Exploration and Management, LLC. Each well is estimated at about $175,000 to drill and $425,000 to complete, and drilling was expected to start in early September 2009. Synergy would hold a 31.25% to 62.5% working interest and operate the wells. This is its first drilling program described in these filings, following the capital raised in June.
30 June 2009capital raising announcement● NeutralMajor
On June 29, 2009, Synergy completed a private sale of 1,000,000 units at $3.00 each, each unit made up of two common shares, one Series A warrant ($6.00 exercise price) and one Series B warrant ($10.00 exercise price). That implies about $3 million raised (inference from units times price; the filing does not state the total) and more shares and warrants outstanding, which dilutes existing holders. A $47,600 commission was paid to Scottsdale Capital Advisors on 158,667 units.
What it means for a shareholder
1.0m new shares at $3.00 to raise about $3.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On May 13, 2009, Synergy Resources bought 120,122 feet of casing and 34,736 feet of tubing for $1,718,967 from Petroleum Management LLC, a company controlled by its own officers and directors Ed Holloway and William Scaff, Jr. (who together own about 41% of Synergy). It borrowed $1,161,811 from an unaffiliated bank toward the price, at prime plus 1/2% (minimum 5.5%), due May 8, 2010. This is a related-party purchase, and the loan is Synergy's first debt shown so far.
The deal closed on September 10, 2008: Brishlin acquired about 89% of Synergy Resources in exchange for 8,902,500 shares and 1,042,500 Series A warrants, after shareholders approved the 10-for-1 reverse split and the name change to Synergy Resources on September 8. Synergy's only asset at the time was about $2.5 million in cash, and the filing says the company plans to buy the remaining Synergy shares separately and begin drilling in the D-J Basin. Ed Holloway became President and CEO and William Scaff, Jr. became Vice President, and both are also directors. Existing Brishlin holders are due Series A warrants (exercisable at $6.00) once a registration statement is effective. This completes the exchange agreement from the prior filing.
Brishlin Resources (the company that later became SRC Energy) agreed on August 27, 2008 to acquire 8,935,000 shares of Synergy Resources Corporation from certain Synergy shareholders, in exchange for the same number of its own post-split shares. The deal needs a 1-for-10 reverse split (10,380,000 shares would become 1,038,000) and a name change to Synergy Resources, voted on at a September 8, 2008 special meeting. Brishlin shareholders are also to receive one warrant per post-split share, once an SEC registration statement is effective. The agreement can be terminated if the deal is not completed by September 15, 2008.