Each one in plain English, with the numbers worked through for a shareholder.
26 May 2011material agreement● NeutralMajor
On May 24, 2011 Tamm agreed to convert debts owed to seven creditors into units of one restricted share plus one half warrant ($0.30), priced off a $0.15 30-day average. The amounts include 6,594,333 units to Dianella Corp. for about $989,150, 2,295,744 units to Garry Tighe for about $344,362, 1,481,406 units to Watima Solutions for about $222,211, and smaller amounts to Dacona, Asperago Holdings, Guido Hilekes and John Muzzin. Tamm also received $144,000 from Maushen Finanz Inc of Zurich under a private placement and will issue 800,000 units (one share at $0.125 plus a three-year $0.25 warrant). This turns debt into new shares, which dilutes existing holders; the filing does not give the total debt or say what the debts originally were for, and earlier context recorded no disclosed debt. The Zentrum right of refusal on equity financings (from the June 2009 farmout) was not mentioned, and the filing does not say whether it applies here.
Tamm dismissed its auditor StarkSchenkein, LLp (the successor name to the Stark Winter Schenkein firm it hired in 2008) on February 28, 2011, with board approval dated February 23, and engaged RBSM LLP for the year ending March 31, 2011. Stark's reports for the years ended March 31, 2010 and 2009 carried a going-concern warning (working capital deficit and significant losses), which continues the doubt first raised in the 2007 report; the filing states there were no disagreements with Stark and no reportable events.
Tamm reports that due diligence on the May 2009 land purchases from 1164572 Alberta, Asperago and Elestone finished in September 2009 and the deal closed on September 24, 2009, with the shares issued in trust pending transfer of land titles. This resolves the May 28 agreement; the terms (2,428,000 shares to 1164572 and 7,286,000 each to Asperago and Elestone, 2% overriding royalties retained by sellers) are unchanged, and the land titles had not yet been transferred.
On June 26, 2009 Tamm signed a farmout with Zentrum Energie Trust AG of Switzerland covering heavy oil rights on up to 276,000 gross (138,000 net) acres in the Peace River area. Tamm can pay 100% of the costs to earn 100% of Zentrum's working interest in sections validated by drilling, and Zentrum keeps a 3% gross overriding royalty. Zentrum also gets a first right of refusal on any Tamm equity financing for 36 months. The filing gives no drilling commitments or cost figures, and the right of refusal limits how Tamm can raise equity.
On June 12, 2009 Tamm agreed to buy Union Energy (Alberta), LLC from Petrocorp Inc. for 1,000,000 Tamm shares; the 8-K describes this as acquiring 100% working interest in 5,120 acres of Alberta oil sands leases. The agreement states 62,780,000 shares outstanding, 1,280,000 options and warrants at a weighted $1.75 exercise price, and 17,000,000 shares to be issued for the May 2009 land deals. It also lists the Deep Well lawsuit in Nevada as an existing action against Tamm. The share count of 62,780,000 differs from the 84,313,000 reported after the cancellation, and the filing does not explain the difference.
On May 21, 2009 Tamm agreed to acquire 100% of 1,280 acres of oil sands leases from 1164572 Alberta Ltd. for 2,428,000 shares, and 100% of 6,400 acres of petroleum and natural gas leases in the Manning area from Asperago Holdings and Elestone for 7,286,000 shares each. The sellers keep a 2% gross overriding royalty on their leases. Closing was expected within 60 days after due diligence and title transfer. This adds land paid for with new shares, which dilutes existing holders.
On September 5, 2008 Tamm agreed that 1384482 Alberta Ltd. would buy the shares of 1132559 Alberta Ltd., and Tamm would issue one preferred share to 1384482 and 15,000,000 restricted common shares to 1132559's shareholders. 10,833,333 common shares and the preferred share were issued that day, and the remaining 4,166,667 common shares are to be issued on conversion of the preferred share. The shares are held in escrow until remaining conditions are met. This follows the May 2008 agreement tied to the share cancellation; the filing does not say what 1132559 owns, and the new shares dilute existing holders.
11 Aug 2008capital raising announcement▲ GoodMajor
Under a May 20, 2008 agreement with 1384482 Alberta Ltd., 1132559 Alberta Ltd. and certain 1132559 stockholders, former director Sean Dickenson returned 34,000,000 Tamm shares, which the transfer agent cancelled on August 6, 2008. Shares outstanding fell from 118,313,000 to 84,313,000. This is the share cancellation that was a condition of the earlier royalty deal, and it reduces the share count for existing holders.
2 July 2008material agreement termination● NeutralMajor
Effective July 1, 2008 Tamm signed termination and rescission agreements with the three DWOG shareholders (LB (Swiss) Private Bank, Arthur Sulzer, Rahn & Bodmer), reversing the December 2007 share swap as if it never happened; Tamm now owns no DWOG shares. The filing says Tamm moved its focus away from Sawn Lake, could not value the DWOG stake because DWOG did not disclose information, and was being sued by DWOG in Nevada federal court over an alleged illegal tender offer. Tamm says it keeps a 10% working interest in 63 Sawn Lake sections (795,472,000 barrels oil in place per its own engineer) and a 2% gross overriding royalty on 36.5 sections. This resolves the open question of what Tamm would do with its DWOG shares. The filing does not say whether the lawsuit has ended.
On May 28, 2008 Tamm bought a 100% interest in 14 sections of Peace River oil sands petroleum and natural gas leases from the Alberta government at a Crown land sale, paying Cdn$372,721.36. The press release says this brings its land base to about 22,400 acres, a 66% increase, and that a Chapman Petroleum Engineering report put heavy oil in place on its earlier 21 sections at 1.4 billion barrels. This adds to the 21 sections bought in January 2008; the release itself notes the engineering report may not follow SEC disclosure guidelines.
The British Columbia well letter of intent (17% working interest) announced January 15, 2008 was cancelled by mutual agreement effective January 22, 2008. Tamm's funds paid toward the well were returned on February 8, 2008. This reverses that part of the January acquisition news; the Peace River leases are not mentioned as affected.
Tamm dismissed Squar Milner as its auditor effective January 30, 2008 and hired Stark Winter Schenkein & Co. The filing reports no disagreements; Squar Milner's report on the year ended March 31, 2007 included a going-concern paragraph.
This amends the DWOG share exchange report to add detail: on December 28, 2007 Tamm issued 21,533,000 restricted shares (14,289,276 to LB (Swiss) Private Bank, 2,597,509 to Arthur Sulzer, 4,646,215 to Rahn & Bodmer). No cash changed hands, so Tamm received no proceeds, only DWOG shares.
15 Jan 2008asset acquisition disposition▲ GoodMajor
Tamm bought a 100% interest in 21 sections of oil sands leases in the Peace River area of Alberta from the Alberta government at a Crown land sale for US$715,292. It also signed a letter of intent for a 17% working interest in a well in northern British Columbia, for 20% of the drilling and casing costs. The press release claims 90 sections of leases and licences held directly and indirectly.
Effective December 27, 2007, Tamm agreed to swap 21,533,000 of its own shares for 21,533,000 restricted shares of Deep Well Oil & Gas (DWOG) held by three shareholders (LB (Swiss) Private Bank, Arthur Sulzer, Rahn & Bodmer). This gives Tamm a stake in DWOG and issues many new Tamm shares, which dilutes existing holders.
Tamm reported a November 26, 2007 agreement to buy the royalty interests from Muzz and 1004731 Alberta: a 0.5% and 1.5% share of a 6.5% overriding royalty on four leased lands in Alberta. Payment is 1,500,000 restricted shares to Muzz and 2,500,000 to Alberta Ltd., subject to definitive agreements and due diligence. This formalises the November 7 letter agreement, and the filing does not say the deal has closed.
Tamm closed the second tranche of its private placement on December 20, 2007: 400,000 units at US$1.25 for $500,000, each with a warrant exercisable at US$1.75 until December 20, 2009. With the first tranche, that is $1,500,000 raised across 1,200,000 units.
What it means for a shareholder
400,000 new shares at US$1.25 to raise about US$500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
28 Nov 2007capital raising announcement▲ GoodMajor
Now named Tamm Oil and Gas, the company signed a November 7, 2007 letter agreement to acquire a royalty interest (Mikwec/Nearshore royalty agreement of December 12, 2003) from 1004731 Alberta Ltd. and Muzz Investments for 4,000,000 shares. Closing depends on a private placement of up to 2,600,000 units at $1.25, a 15:1 forward stock split, and the principal stockholder surrendering 34,000,000 shares for cancellation. It also closed the first tranche of that placement on November 23, 2007: 800,000 units at US$1.25 for $1,000,000, each with a warrant exercisable at US$1.75 until November 23, 2009.
The company, now with a Calgary address, closed a private placement on August 10, 2007 of 100,000 shares at US$1.00 each, raising $100,000 from a non-U.S. investor.
What it means for a shareholder
100,000 new shares at US$1.00 to raise about US$100,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Hola Communications gave notice of a change in control: on May 3, 2007 founders Carlos Bustamante and Jose Carlos Davalos Cerda sold their 3,800,000 shares to Sean Dickenson for US$150,000. Dickenson became President, CEO, Secretary, Treasurer and a director, and the two sellers are to resign as directors. The company had 6,000,000 shares outstanding.
This amends the December 2006 auditor notice by attaching the former auditor Peterson & Co.'s letter (dated January 4, 2007) as Exhibit 16.1. The earlier disclosures, including the going-concern doubt, are unchanged.
The company, then named Hola Communications and based in San Diego, said its auditor Peterson & Co. merged with another firm and that the combined firm, Squar, Milner, Peterson, Miranda & Williamson, becomes its auditor. The filing says there were no disagreements, and that Peterson's earlier reports included substantial doubt about the company's ability to continue as a going concern.
