24 July 2013listing compliance notice▼ Bad
TERAX ENERGY, INC. withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 July 2010asset acquisition disposition▼ BadMajor
In July 2010, new management said Terax had lost all its operations and assets through foreclosure or other means by its June 30, 2007 year-end and has been dormant since. The filing refers to a 2007 SEC trading suspension and an OTC Bulletin Board delisting, and says all those matters have been settled with no continuing obligations as far as current management knows. The filing doesn't say what became of the Westar deal. Charles Stidham was appointed sole director, President and CEO on July 13, 2010. The company plans to find a private company to combine with, and to file overdue annual reports for 2007-2010 and quarterly reports, subject to engaging S. W. Hatfield, CPA as auditor. Malone & Bailey had resigned as auditor on September 21, 2007.
30 July 2007capital raising announcement▼ BadMajor
Terax completed the Westar Oil sale on July 23, 2007, selling 3.9 million shares for $819,000. Combined with the April closing, Westar paid $948,780 for 4,518,000 shares, or 55% of the stock, and can now elect the whole board. The filing also gives $978,780 as the purchase price in one place, which doesn't match the $948,780 total. Linda Contreras is the sole director and CEO, and Lawrence Finn resigned as CEO and CFO. Shareholders voted to rename the company Westar Oil and Gas, Inc. and raise authorized shares from 15 million to 200 million. Neither change is effective until an information statement is mailed. The company also said it plans a 2-for-1 restricted share dividend and is finalizing a share exchange with Westar, with no terms given.
1 May 2007business combination▼ BadMajor
Terax told shareholders about a control change. Under a Purchase and Sale Agreement with Westar Oil, Inc., it sold 9% of its stock (618,000 shares) at $0.21 per share for $129,780 at a first closing on April 26, 2007. A second closing would sell Westar a further 46% at the same price, but only if no bankruptcy or insolvency proceeding exists against Terax as of July 15, 2007. Linda Contreras became CEO, and sole director David Pratt gave a signed resignation letter to be dated and accepted once this notice is filed. The table shows 3,066,631 shares outstanding on April 27 against an Erath-era base in the tens of millions, which is an inference that the share count was cut sharply. Lawrence Finn (previously President, CEO and CFO) is listed with 0.81%, Westar with 16.77% and Magnetar Capital Master Fund with 5.02%.
18 May 2006capital raising announcement▼ BadMajor
The company issued a $2,500,000 promissory note at 12.5% interest to Paul A. Turner, Trustee, along with 71,429 shares. It is due on demand after December 31, 2006 and secured on its Erath County, Texas leases, pipeline rights, equipment and production. This adds secured debt on top of the earlier notes, and the lender can foreclose on default.
5 Apr 2006material agreement▲ GoodMajor
The company signed a five-year gas sales agreement with Louis Dreyfus Gas Development L.P. covering gas from its operated leases in Erath County, Texas, renewing yearly unless cancelled with 90 days' notice. No volumes or prices are given in the filing, and the agreement is the subject of a confidential treatment request.
8 Feb 2006capital raising announcement▲ GoodMajor
The company sold 12,805,600 shares plus warrants for the same number of shares to institutional and accredited investors for $16,007,000, at $1.25 per unit; warrants are exercisable at $1.50 until February 6, 2011. The price was about a 30% discount to the market price when it was agreed in early January 2006, and J.P. Turner was paid about $862,120 in commissions. This is a large new issue of shares relative to earlier raises and dilutes existing holders. The company also moved its head office to Dallas's One Galleria Tower.
3 Feb 2006security holder rights change● NeutralMajor
The company settled all claims with former CEO J. William Rhea, IV: it paid him $800,000 of compensation owed, released 800,000 of his 5,000,000 escrowed shares to him (with resale limits through 2007) and took back 4,200,000 for cancellation at no cost. No party admitted liability. Separately, it borrowed another $2,500,000 from the same investor on the same terms (12.5%, due on demand after May 31, 2006), bringing notes to $7,500,000, now secured on its Erath County leases, pipeline rights of way and equipment, and agreed to issue 215,517 shares as further consideration.
23 Dec 2005debt financing● Neutral
The company borrowed another $1,600,000 from the same investor on the same terms as the December note (12.5% interest, due on demand after May 31, 2006, secured on its wells), and the investor agreed to lend a final $900,000, for $5,000,000 in total. The company agreed to issue 34,783 shares for the extra loan and about $45,000 of shares when the final amount is paid.
5 Dec 2005debt financing● NeutralMajor
The company agreed to a $2,500,000 promissory note at 12.5% interest, due on demand after May 31, 2006 and secured on its wells and their production, plus 41,667 shares as a fee. It also published projections that depend on raising about $62,500,000 of equity and $90,000,000 of debt by the end of 2007, and on gas prices of at least $8.00 per MCF. It said it rejected leases on about 3,500 gross acres in Comanche County, Texas, and had moved its head office to Dallas. Of these, the filing shows interim CEO and CFO Lawrence Finn signing, replacing J. William Rhea IV as signatory.
16 Sept 2005capital raising announcement▲ GoodMajor
The company accepted a further $1,680,000 of subscriptions (168,000 units), bringing the total raised in the private placement to $7,390,000, and closed the offering. It agreed to register the resale of the shares by March 13, 2006 and to pay fees of $285,000.
9 Aug 2005capital raising announcement▲ GoodMajor
The company accepted subscriptions from seven purchasers for 570,000 units at $10.00 each, raising $5,700,000 in the private placement announced in June. Each unit has eight shares and four warrants exercisable at $1.75 until February 8, 2007, which could add shares and dilute existing holders.
2 June 2005asset acquisition disposition● NeutralMajor
Now named Terax Energy, the company bought all of Erath Energy Inc., which holds oil and gas leases on 10,482 gross acres in Erath County, Texas, plus cash. It paid 318,000 shares (valued at $1,590,000 at $5.00 per share), and the sellers can reverse the deal if the company does not close a financing of at least $5,000,000 at $5.00 or more per share by July 31, 2005. The company also promised a five-for-one forward split and started a private placement of up to $10,000,000. Both companies share a common director.
22 Oct 2004business combination● NeutralMajor
The company, then named Royal Phoenix, said it was dropping its nutritional supplements plan because of no revenue and heavy competition, and would look for a business to merge with. It also did a three-for-one share split (9,516,000 to 28,845,000 shares outstanding) and raised authorized shares from 20 million to 60 million. Management said no agreement had been reached, and that a deal would likely dilute existing holders substantially.