Each one in plain English, with the numbers worked through for a shareholder.
15 July 2011asset acquisition disposition● NeutralMajor
Stellar bought the ZeroGap technology and intellectual property from its President, Ray Jefferd, for $3,000,000, paid by issuing him 30,000,000 restricted common shares. This is a related-party deal supported by an independent fairness opinion dated July 11, 2011, and it significantly increases the share count, diluting other holders (the 30 million shares compare with the 5 million issued in the 2010 placement).
Stellar announced an agreement with Deloro Resources Ltd. and Elk Hills Petroleum Canada Ltd. under which Deloro can acquire up to a 1/3 interest in the roughly 20,000 acre Elk Hills Heavy Oil Project in Montana. No price or conditions are given in the filing, so the effect on Stellar's own share is not stated.
Stellar announced it ended a Farm In Agreement from August 2008 with Canafra Mineral Exploration Corp. and Two Drums G&C Company Ltd., saying it will focus on oil and gas exploration and development. This closes out the company's earlier mineral exploration involvement; no costs or terms of the termination are given.
Stellar completed a private placement of 5,000,000 shares at $0.175 for net proceeds of $875,000, and sold a 50% interest in Elk Hills Heavy Oil to Elk Hills Petroleum Canada, replacing the earlier March 2010 agreement. Each side put $375,000 into the subsidiary for an exploration drilling program in Carbon County, Montana, and the Canadian partner agreed to lend $1,750,000, repayable only from future hydrocarbon revenue and conditional on successful drilling results.
Stellar announced completing its acquisition of 100% of Elk Hills Heavy Oil LLC and 100% of Four Bear Heavy Oil, LLC from Ray Jefferd and Glen Landry. The filing states this is part of a plan to enter oil and gas production, development and exploration; it gives no price. Jefferd signs the filing as President and CEO, so the sellers include a company officer (the filing does not say this is a related-party deal beyond naming him).
Stellar said it has met British Columbia Securities Commission requirements to be a reporting issuer there, so its filings are now on SEDAR as well as EDGAR. It adopted a new Audit Committee Charter and corporate governance practices to do so. This is a regulatory/administrative step with no stated change to assets or finances.
Stellar announced that Elk Hills Petroleum Canada Ltd. agreed to invest $3,000,000 for a 50% interest in Elk Hills Heavy Oil, LLC, then a wholly owned Stellar subsidiary holding over 20,000 acres of oil and gas leases in Carbon County, Montana. This is the company's first oil and gas asset in the record, following the failed Texada Island deal; the terms were later replaced (see July 2010).
13 Nov 2009material agreement termination▼ BadMajor
Stellar and Zyrox mutually agreed on November 10, 2009 to end the Texada Island Letter of Intent, because Stellar could not raise enough working capital in the allotted time. The 70% interest option is gone, and the filing says no fees or compensation are owed on termination.
Stellar signed a non-binding Letter of Intent with Zyrox Mining Company on June 15, 2009 to explore and develop Zyrox's Texada Island Project, with the right to acquire a 70% working interest on or before June 15, 2010. Stellar agreed to provide $1 million in working capital, commission a geological report, and pay $4,000 a month rent on the processing plant (first month paid); definitive agreements are still required.