Each one in plain English, with the numbers worked through for a shareholder.
8 Nov 2016capital raising announcement▼ BadMajor
On November 3, 2016 T-Rex borrowed $300,000 through a 12% convertible note due January 31, 2017, convertible at $0.80 per share. The lender also received 75,000 restricted shares and 50,000 of T-Rex's warrants on NexFuels shares ($1.25, expiring Jan 31, 2017). The filing also discloses two lawsuits. A former officer and director sued over a $50,000 secured note (5% interest) that was due September 30, 2016 and is collateralized by Wyoming oil and gas properties; $1,779 of interest had accrued. BMO Holding sued on October 31, 2016 in New York, alleging a breach of contract over negotiations about buying Wyoming oil and gas properties, and seeks unspecified damages. T-Rex says there was never a contract, has accrued nothing, and will defend the case. The note and extra shares add possible dilution (inference).
On April 26, 2015 T-Rex received a subscription from NRC Holding, LTD. to buy 2,800,000 restricted shares for $6,020,000, with the money due in $250,000 tranches by June 30, 2015. The company says the funds are for operations and acquisitions. This is part of the stated plan to raise money in 2015, but the cash is not yet received and the new shares dilute existing holders (inference).
Rancher issued 861,085 shares on October 31, 2007 as another $794,000 registration-delay payment, priced at about $0.43 per share. The same day it announced that its resale registration statement was declared effective by the SEC, covering 160,419,830 shares (86,410,449 existing shares and 74,009,382 shares underlying warrants). Effectiveness resolves the open thread behind the monthly penalty payments, so the filing does not show further payments being due; Rancher receives no proceeds from resales under it.
Rancher issued 1,443,712 shares on October 17, 2007 as the monthly $794,000 registration-delay payment to investors in its December 2006 and January 2007 placement, priced at about $0.55 per share. This continues the series of share payments, and the count is lower than September's 2,467,484 because the price used rose from about $0.32.
Rancher issued 2,467,484 shares on September 17, 2007 as another $794,000 registration-delay payment to investors in its December 2006 and January 2007 placement, priced at about $0.32 per share. This is the largest share issue of the series so far (up from 1,757,212 in August), and the registration statement is still not effective, per the filing. Shareholders face growing dilution while the delay continues.
Rancher issued 1,757,212 shares on August 17, 2007 as another $794,000 registration-delay payment to investors in its December 2006 and January 2007 placement, priced at about $0.45 per share. Together with the May, June and July payments, that is four share payments; the share count per payment keeps rising as the price used falls. The registration statement is still not effective, per the filing.
Rancher issued 1,321,799 shares on July 19, 2007 as the monthly $794,000 payment to investors in its December 2006 and January 2007 placement, because the resale registration statement is still not effective. The price used was about $0.60 per share, so more shares are needed than in May (933,458) and June (946,819). This continues the dilution from the registration penalty.
Rancher issued 946,819 shares on June 19, 2007 to investors from its December 2006 and January 2007 placement because its resale registration statement was still not effective 150 days after closing. The payment is $794,000 (1% of the purchase price), paid in shares at about $0.84 each; a similar 933,458-share payment was made May 18, 2007. This is the penalty the placement terms required if registration was not effective in time, and it is a recurring cost that dilutes shareholders.
The filing reports that on April 10, 2007 the board approved stock options for 223,000 shares to employees (exercise price $1.18, vesting over three years) and 25,000 shares to a consultant (exercise price $1.64, vesting in two halves in August 2007 and February 2008), under the 2006 Stock Incentive Plan. On May 31, 2007 the board also adopted a new Code of Business Conduct and Ethics replacing the July 2005 code, with no waivers. Small option grants and a routine governance update.
25 Jan 2007capital raising announcement● NeutralMajor
Between January 19 and 24, 2007, Rancher closed more of its December 2006 private placement: 2,586,189 shares, notes convertible into 3,405,474 shares and warrants for 5,991,663 shares, for $8,987,500 gross, with $704,125 in agent fees. The offering's maximum was raised to $79,500,000 and its end date extended to no later than February 19, 2007. A January 22 press release called the raise oversubscribed at about $76 million. The filing says proceeds go mainly to working capital, unlike the earlier closings aimed at the field purchases. This continues the financing thread and means further dilution for existing shareholders.
27 Dec 2006capital raising announcement● NeutralMajor
On December 21, 2006 Rancher sold 40,694,335 shares with matching five-year warrants in a private placement for $61,041,502 gross, with agent fees of $4,654,661.89. Proceeds are mainly for buying Powder River Basin oil fields. The warrants only become exercisable after shareholders approve more authorized shares, and Rancher must pay the investors if approval is not obtained. It must also file a resale registration within 75 days. This is a large dilution of existing shares and the financing the earlier filings said was needed.
What it means for a shareholder
40.7m new shares at about $1.50 to raise about $61.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
18 Dec 2006capital raising announcement● NeutralMajor
Rancher is lining up holders of its roughly 19 million earlier unit shares and warrants, plus its option holders, to hold off exercising until authorized shares rise from 100,000,000 to 225,000,000. As of December 17, holders of 7,696,905 shares had signed. In return the unit warrants stay exercisable for two years at $0.75, registration rights are reset, and the bylaws were amended, including opting out of Nevada's control share anti-takeover statutes. The filing does not say why the increase is needed, but it ties to the company's need for more financing (stated in the filing).
This amendment replaces the September 29 report on the 13,294,405 units sold between July 31 and September 18, 2006. It adds an August 25, 2006 finder's fee deal with Falcon Capital (Panama) to raise up to $2,000,000, paid at 5% cash and 5% stock. Falcon was paid $152,150 and issued 304,300 shares.
Rancher reported that since July 31, 2006 it sold 13,294,405 more units at $0.50 each, with sales dated between July 31 and September 18, 2006, all to non-U.S. investors. Each unit is a share plus a warrant at $0.75 in year one and $1.00 in year two. This is a much larger share issuance than the earlier small sales, and the warrants could add more.
Rancher reported selling 250,000 more units at $0.50 each to one non-U.S. investor, on the same share-plus-warrant terms. The filing text gives July 20, 2006 as the sale date.
On July 12, 2006 Rancher sold a further 400,000 units at $0.50 each to one non-U.S. investor, on the same terms as the July 5 sale (a share plus a warrant at $0.75, then $1.00). The unit offering continues.
What it means for a shareholder
400,000 new shares at $0.500 to raise about $200,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
10 July 2006capital raising announcement● NeutralMajor
On July 5, 2006 Rancher sold 1,600,000 units at $0.50 each to two non-U.S. institutional investors. Each unit is one share plus a warrant to buy another share at $0.75 in year one and $1.00 in year two. This adds new shares and potential future dilution.
What it means for a shareholder
1.6m new shares at $0.500 to raise about $800,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
