TERRA ENERGY & RESOURCE TECHNOLOGIES, INC. (TEGR) company history: the story so far

History

A printer-cartridge shell became a satellite-mapping explorer in 2005, funded its Nevada and Texas wells through debentures, then went quiet until a failed 2022 oil deal and a 2023 search for a non-oil partner.

2005-2006: From printer cartridges to exploration

CompuPrint, Inc. had no operations after selling its printer-cartridge business in August 2003. On May 19, 2005 it passed its old assets and liabilities to a new company, CompuPrint Ventures, which went to its sole officer, David Allison. It then acquired Terra Insight Corporation, a mapping and analytic services business for exploration, drilling and mining companies, by issuing 35,029,980 shares to its three owners, Railyan, Rozenberg and Brecher. That was about 85% of the company, with Railyan holding 72.0%. It also sold 2,411,138 shares to two investors for $1,750,000 of working capital. Terra Insight had to pay $600,000 a year for its technology license from the Institute of Geoinformational Analysis of the Earth.

In December 2005 the company signed a non-final understanding with Esterna Limited to sell 49,500,000 shares for $49,500,000 by March 31, 2006. The company said it had no assurance of a closing, and no later mention appears. Its first oil and gas land interests followed: two Nevada leases of about 1,240.44 acres, and in January 2006 a farmout to earn a 70% working interest in the Bellows lease in Texas, with Enficon funding 80% of the budget.

In April 2006 a Protocol Agreement with Kiev Investment Group (KIG), an affiliate of Enficon, promised debenture conversions, share purchases and Nevada funding. By August, KIG had paid cash calls for the Sage Well in Nevada, but said it would not buy shares until the well produced oil. In September 2006 the conversion price on $5 million of debentures was cut to $0.50, and Enficon converted them into 10 million shares. This removed the debt but diluted existing holders. Global Scan Technologies also received 250,000 shares and warrants for satellite data services.

2007-2023: Restated licence, a long silence and a failed deal

In July 2007 the Institute licence was restated. The term became 32 years from January 2005, the 2007 fees were deferred, and the Institute gained 20% of net revenues from farm-in and farmout projects. The company also gained an option to buy the technology until June 30, 2012 for the lesser of $20 million or appraised value. The company was now shown as incorporated in Delaware as Terra Energy. The reported share count was 126,026,684 at the end of 2010 and 126,541,684 at the end of 2011, but the beats do not explain the figures. The record shows no results for the Sage or Bellows wells, and then goes quiet for about 12 years.

In December 2022 the company reappeared, based in Joliet, Illinois, under CEO Anthony Saviano. It agreed to buy Maverick Oil and Gas and Barrington Resources, which had four Texas wells averaging 10 barrels a day, and formed a Wyoming subsidiary, Blacktower Oil LLC, to hold leases. On April 27, 2023 it abandoned the deal. The targets' CEO, Brian Carr, had died, and the company said it then learned of many undisclosed negative events.

On December 11, 2023 the company said it was divesting Blacktower to make room for a potential partner outside oil and gas. No buyer or terms were given. At that date it had no active oil and gas assets described.

Written from the 10 story beats below (2005 to 11 Dec 2023), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2023127m shares · US$13k market cap

11 Dec
On December 11, 2023 the company said it is divesting its wholly owned subsidiary Blacktower Oil, LLC, the Wyoming lease-holding vehicle formed in 2022. It says this makes room for a potential partner outside the oil and gas industry. No buyer, price or terms are given, and the filing says Blacktower 'will no longer serve us going forward'.
material agreement termination
127m shUS$13k
28 Apr
On April 27, 2023 the company said it is walking away from the planned Maverick Oil and Gas and Barrington Resources acquisition. It says the targets' CEO and President, Brian Carr, died and the company then learned of 'many negative material events' that had not been disclosed before, and no tender had been issued. This ends the November 2022 deal without any purchase, and the company says it is in shareholders' best interests.
asset acquisition disposition
127m shUS$38k

2022127m shares · US$13k market cap

13 Dec
After a gap of about 12 years in this record, the company, now based in Joliet, Illinois and led by CEO Anthony Saviano, reported that on November 17, 2022 it signed a definitive agreement to buy Maverick Oil and Gas LLC and Barrington Resources LLC. The filing says they have four Texas wells averaging 10 barrels a day, and the company hopes to buy underproducing wells and raise their output. It also formed a Wyoming subsidiary, Blacktower Oil LLC, to hold leases. No price is given, and the filing does not mention the earlier Texas and Nevada interests.
material agreement
127m shUS$13k

2007

24 July
On July 23, 2007 the Terra Insight subsidiary signed restated technology license and services agreements with the Institute of Geoinformational Analysis of the Earth, which the filing says is controlled by the company's majority shareholder. The license term is now 32 years from January 2005 (it was 30). The $600,000 annual license fee and $500,000 minimum services fee stay, with the 2007 fees deferred and later paid at no more than $300,000 a year once net revenues reach $2 million. The Institute also gets 20% of net revenues from farm-in/farmout projects, and the company has an option to buy the technology until June 30, 2012 for the lesser of $20 million or appraised value. The filing now shows the company incorporated in Delaware under the Terra Energy name.
material agreement

2006

22 Sept
On September 20, 2006 the company and Enficon cut the conversion price of the $4 million of 6% debentures from $1.00 to $0.50 and of the $1 million 7% debenture held through KIG from a $1.00-$2.00 range to $0.50. Enficon then converted all $5 million into 10 million shares, so the company has no convertible debentures outstanding. This is double the 5,000,000 shares the April plan implied at $1, so existing holders are diluted, but the debt is gone. The company also issued 250,000 shares and one-year warrants for 250,000 more at $0.50 to Global Scan Technologies for at-cost satellite data and interpretation services.
capital raising announcement
14 Aug
On August 8, 2006 the company and its two subsidiaries signed a further change to the April 2006 Protocol Agreement with Kiev Investment Group (KIG) and Enficon. KIG had not yet paid the $900,000 escrow deposit for the Nevada 'Sage Well' test well, though KIG and Enficon paid a $350,000 cash call on July 19 and KIG paid a $680,000 cash call on August 10. Sage Well revenues are now split as: investments recouped first, then the company's 5% overriding royalty, then 75% to KIG and 25% to the company. KIG says it will not buy the company's non-debt securities (shares and similar) until the Sage Well starts producing oil, unless tests show much higher output or substantial reserves, and that it would ask for repayment of the convertible debentures and its project investment if the well is not commercial. This pushes back the equity purchases promised in April.
material agreement
12 Apr
On April 6, 2006 the company signed a Protocol Agreement with Kiev Investment Group (KIG), described as an affiliate of Enficon. KIG took over Enficon's obligation to buy the fourth and fifth $1 million convertible debentures, is to convert the $5 million of debentures into 5,000,000 shares at $1 by June 15, 2006, make capital contributions to Tierra Nevada, buy 5,000,000 shares at $1.05 by June 29, 2006, and get a stock option reaching 25% of shares, plus a board seat and financing rights on joint projects and the third and fourth Texas wells. On April 11, 2006 KIG bought the fourth $1 million 6% debenture due December 31, 2007, convertible at $1.00, with $500,000 for working capital and the rest going to Tierra Nevada for Nevada drilling. Some terms are still to be negotiated, and the conversions and options would add shares (dilution, an inference).
capital raising announcement
3 Feb
On January 26, 2006 a new subsidiary partnership, TexTerra Exploration Partners, agreed under a Farmout Agreement with Davidson Energy and Johnson Children's Trust No. 1 to earn a 70% working interest in the initial well on the 1,280-acre Bellows lease in La Salle County, Texas, by paying up to a budgeted $1,417,150 for the well. Under a partnership agreement with Enficon Establishment, Enficon is to fund $1,133,720 (80% of that budget) and share revenue with the company's subsidiary, after a 5% overriding royalty to Terra Insight. This is the company's first Texas drilling project and builds on the Nevada leases noted in the January 2006 filing.
material agreement
4 Jan
On December 28, 2005 the company signed a non-final Statement of Understanding with Esterna Limited (Cyprus) for the sale of 49,500,000 more shares for $49,500,000 by March 31, 2006, after Esterna bought 500,000 shares at $1 on December 29, 2005. The company says it has no assurance Esterna has the funds or that a closing will happen, and the deal would give Esterna three board seats and equal voting rights with the Railyan Group. The same filing records accelerated vesting of about 1,163,333 officer options, a new 2005 Stock Incentive Plan of 5 million shares, new option grants, 2005 bonuses of $25,000 to $75,000 per executive and higher 2006 salaries and change-in-control protections for the three founders. Its subsidiary Tierra Nevada Exploration Partners also had bids accepted totalling $33,417 for two Nevada federal oil and gas leases of about 1,240.44 acres, the first oil and gas land interests described.
capital raising announcement

2005

25 May
On May 19, 2005, CompuPrint handed all its old assets and liabilities to a new company, CompuPrint Ventures, and gave that to its sole officer David Allison in return for his 3,000,000 pre-split shares (cancelled) and release of his loans. It then acquired Terra Insight Corporation, a mapping and analytic services business for exploration, drilling and mining companies, by issuing 35,029,980 post-split shares to its three shareholders (Railyan, Rozenberg, Brecher), about 85% of the company. It also sold 2,411,138 post-split shares to two investors for $1,750,000 for working capital. This replaces the former printer-cartridge business, which had had no operations since its August 19, 2003 sale, and puts control with Terra Insight's owners, with Railyan holding 72.0%. Terra Insight must pay $600,000 a year for its technology license from the Institute of Geoinformational Analysis of the Earth.
business combination