Each one in plain English, with the numbers worked through for a shareholder.
2 Oct 2006material agreement● NeutralMajor
On September 19, 2006, through Triangle USA Petroleum Corporation, Triangle agreed with Kerogen Resources Inc. to buy 50% of Kerogen's land in the Fayetteville Shale of the Arkoma Basin in Arkansas and develop it jointly. Triangle will pay up to $9,609,039 for its half of the land and seismic work (extra costs split evenly), and up to $3,266,340 per area for test wells, with two test wells per area on or before December 31, 2007. This is a new project area, separate from the Hunter properties in Colorado, Wyoming and Montana. The press release calls it a second major shale gas project and cites about 17,000 acres and a minimum of four wells, with Triangle paying 66% of drilling costs up to $6.5 million; those press-release terms differ from the 8-K's wording.
30 Dec 2005capital raising announcement● NeutralMajor
On December 28, 2005 Triangle agreed to sell two investors (Bank Sal. Oppenheim Jr. & Cie. (Schweiz) AG and Centrum Bank) $10,000,000 of 7.5% convertible debentures maturing in three years, with $5,000,000 advanced now and $5,000,000 on filing a registration statement, plus warrants for 1,250,000 shares at $5.00 until December 28, 2006. The filing gives the conversion price as $5.00 in one place and $4.00 in another, so the true price is unclear; the registration statement is due by February 26, 2006, with 1% monthly damages if missed. Together with the Cornell deal, the company has announced $25 million of new funding, which the press release says covers land acquisitions and drilling in Alberta, Texas, Colorado, Wyoming and Montana. The release calls the debentures unsecured.
12 Dec 2005capital raising announcement● NeutralMajor
On December 8, 2005 Triangle agreed to sell Cornell Capital Partners $15,000,000 of 5% secured convertible debentures maturing in three years, with $5,000,000 advanced immediately and $5,000,000 each tied to the registration filing and its effectiveness. Conversion is at the lesser of $5.00 or 90% of the average of the three lowest daily volume weighted prices in the prior 10 trading days, so a lower share price would mean more shares issued. The debentures are secured by a first-priority interest in company assets, including its subsidiaries' assets, and Triangle must file a registration statement by January 22, 2006 and have it effective by June 30, 2006 or pay 2% monthly liquidated damages. The press release says proceeds fund exploration in Alberta, Colorado and Texas.
On October 28, 2005, through its subsidiary Triangle USA Petroleum Corporation, Triangle agreed with Hunter Energy LLC to jointly develop three Hunter properties in Colorado, Wyoming and Montana. Triangle paid $1,000,000 on November 4, 2005 and owes another $1,000,000 by November 30, 2005, and will pay 25% of the first well's drilling cost plus a carried 8.333% (33.333% total); its share of extra first-well costs is estimated at about $2,500,000 per property. Hunter can back in for an additional 25% once Triangle recovers its costs, and not before Triangle recovers the initial $2,000,000. This is the first oil and gas property commitment since the company left mining.
19 July 2005capital raising announcement● NeutralMajor
On July 14, 2005 the investor exercised its option and put in the additional $5,000,000, taking an 8% convertible debenture of $5,000,000 and a warrant for 5,000,000 shares, on the same terms as June (due June 10, 2007, convertible at $1.00, warrants at $1.00 until June 15, 2008). With the June tranche, the company has now raised $6,000,000 of these debentures, and the filing deadline for the resale registration statement is August 18, 2005.
On June 30, 2005 Triangle agreed with Ron Kinniburgh to take back the 2,000,000 shares he bought on June 2, 2005 and refund his $20,000. This reverses one of the two small share sales reported on June 8, 2005.
16 June 2005capital raising announcement● NeutralMajor
On June 14, 2005 Triangle sold a single investor (Rowlings Financial Inc., per the exhibits) an 8% convertible debenture of $1,000,000 due June 10, 2007, convertible at $1.00 per share, plus a warrant for 1,000,000 shares at $1.00 until June 15, 2008. The investor has 60 days to buy up to $5,000,000 more debentures and 5,000,000 more warrants, and Triangle must register the resale shares or pay fees. This is the company's first debt financing since its switch to oil and gas, and conversion could dilute existing shareholders.
On June 13, 2005 Triangle signed a one-year agreement with Netherlands-based Eclips Ventures International to provide investor relations services, including a research report and outreach to European investors. Payment is 300,000 restricted shares of common stock rather than cash.
On June 2, 2005 Triangle sold 2,000,000 shares each to Ron W. Hietala and Ron Kinniburgh for $20,000 each, in a private placement under Regulation S. This adds a small amount of cash and new shares, matching the holdings listed in the earlier board-change filing.
Triangle told the SEC that its former president Sergei Stetsenko returned 34,300,000 shares on May 12, 2005 after a preliminary report found no mineralized material on its mining property, and that on May 16, 2005 the company switched from mining exploration to oil and gas, hiring Mark Gustafson as president. Gustafson, Ron Hietala and John Carlson are to replace Stetsenko and Maryna Bilynska on the board after the 10-day waiting period; 19,982,530 shares are outstanding. This explains the earlier Gustafson share purchase of 4,000,000 shares for $40,000.
