Trimerica Energy Corp

This is the definitive version of the April 10 notice, with the same terms: three new directors (Glasco, Hickey, Taylor) join the two current directors after a 10-day wait, and authorized common shares rise from 1,950,000,000 to 2,250,000,000, with 1,947,554,895 shares issued. The effective date is now expected around May 7, 2015, and the filing says the Texas Sands Resources preferred certificate has been returned. The new board's stated intent is to first stabilize the company and then work to create oil and gas production and raise revenue. No shareholder vote is needed.

business combination

The company (Treaty Energy) said that on March 13, 2015 its two directors, Christopher Tesarski (CEO/President, in control since about August 1, 2014) and Andrew Kramer (Secretary/Counsel), voted to add three new directors (Oral Glasco, John J. "Sean" Hickey, David Taylor), taking the board to five once the notice has been sent and 10 days have passed. It also says holders of 53.31% of the common stock (37 shareholders) approved raising authorized common shares from 1,950,000,000 to 2,250,000,000; 1,947,554,895 are already issued, so the increase leaves room for more shares to be issued (inference: possible dilution). No shareholder vote is requested. Tesarski's $66,000 of funding since he joined the board in May 2014 produced no shares, and a 1,000-share preferred certificate issued to his LLC Texas Sands Resources over a terminated lease purchase is being returned. This is a preliminary version, with the increase expected to take effect about April 31 (as written in the filing).

business combination

On August 15, 2012 the company agreed to buy the Madeley, Lakeshore and Hill leases in Shelby County, Texas from 3K Oil Trust for $3,020,000, closed September 5, 2012, paid in cash and common stock. This is a narrower and cheaper deal than the $1.2M cash plus $6M stock package in July (the Chumley lease isn't mentioned); the filing doesn't explain the change.

material agreement

On July 11, 2012 Rampant Leon Financial Corporation, an entity affiliated with Treaty, assigned to Treaty, for no payment, its May 30, 2012 deal with Jimmy Jones and 3K Oil Trust to buy four leases in Shelby County, Texas (about 580 gross acres in total). The price is $1.2 million cash plus $6 million of common or convertible preferred stock, with $50,000 already paid and the rest due by August 15, 2012. Paying in stock would dilute existing holders.

material agreement

On April 25, 2012 the company amended the March loan to cover nine wells instead of five, raising the total to $1,450,000 (initial $290,000 still tied to two producing shallow wells). The pledged shares double to 40,000,000 from a third party; interest stays 12% and the 5% royalty now applies to nine wells. The press release says it bought a Wilson Mogul 42 S/D rig to drill them and calls both programs fully funded; actual advances depend on the lender's satisfaction with results.

debt financing

On March 27, 2012 the company agreed a second loan from the same private lender, up to $725,000, to drill five wells on the Wooldridge leases. An initial $290,000 is advanced once two shallow wells under the November twelve-well deal are completed; further amounts are at the lender's discretion. Terms mirror the earlier loan: 12% interest paid quarterly, 20,000,000 shares pledged by a third party, and a 5% overriding royalty on the five wells. The press release says it is also acquiring a deeper-capable rig and lists Bruce Gwyn as Co-CEO with Andrew Reid.

debt financing

On November 11, 2011 the company agreed a loan of up to $700,000 from a private lender to drill twelve wells on its Wooldridge lease in Texas. Only $150,000 is advanced up front; the rest depends on two producing wells being drilled, with full funding before March 15, 2012. Notes carry 12% interest paid quarterly, the loan is secured by 20,000,000 unrestricted Treaty shares from a third-party shareholder, and the lender gets a 5% overriding royalty on the twelve wells. This is new debt for the company.

debt financing

On September 15, 2011 the company signed a definitive deal to buy all of Paradise Energy, Ltd. from its two shareholders, replacing the August letter of intent with new terms: 4,000,000 Treaty common shares plus $162,000 cash paid over three years at $4,500 a month. The sellers also get overriding royalties (11%, 6%, and now 2% above 20,000 barrels a day, up from 1%) and two board seats, versus one in the letter. Closing is set for September 30, 2011; the new shares dilute existing holders.

material agreement

On August 11, 2011 the company signed a letter of intent to buy all shares of Paradise Energy, Ltd. for $120,000 of restricted Treaty stock (at the lesser of $0.04 a share or a 40% discount to the 30-day average price), plus overriding royalties of 11%, 6% and 1% on tiers of daily production. Paradise's shareholders would get a board seat and consult on Belize operations for a year, with closing due by October 31, 2011. This links to the existing Belize project; issuing shares would dilute current holders.

material agreement

On May 19, 2011 the company agreed to buy eight more Texas oil and gas leases (1,347 acres) from Richard C. Houston, Jr. and Karico, LP for $700,000: $50,000 due May 31, 2011 and the rest on a one-year note with monthly payments of $55,644.86. The leases have 13 producing wells, 18 shut-in wells, 12 injection wells and 4 water supply wells. The press release says current output is about 20 barrels a day and the company holds 13 Texas leases on 1,787 acres, targets 900-1000 barrels a day by year end, and names Stephen York as President and COO; these are management projections, not results.

material agreement

On March 31, 2011 the company bought all the assets of C&C Petroleum Management, LLC, which owns and operates 21 oil wells on 3 West Texas leases (over 160 acres), for $600,000. The price is $350,000 in cash and $250,000 in stock: 6,000,000 common shares valued at $70,000 and 36,000 preferred shares valued at $180,000, convertible at 3, 5 and 10 cents. Cash is paid $50,000 at closing, $50,000 by April 25, then $25,000 a month from May 25, 2011. Issuing shares dilutes existing holders. The press release says C&C's owner Stephen York joins as Vice President of Acquisitions and Operations, and mentions Treaty's Belize and Kansas assets.

material agreement

This amendment revises the March 31 non-reliance notice. The company now says the right treatment is to increase interest expense by $100,000 and liabilities by the same amount plus accrued interest, not to raise the Belize property basis. It also says the buyers of the 20,000,000 shares were other investors, not Princess Petroleum's principals as first stated. The correction will go into the 2010 annual report.

financial restatement

On March 30, 2011 the board concluded the June 30 and September 30, 2010 quarterly reports should no longer be relied upon. The company had recorded its Belize joint venture with Princess Petroleum Limited at $100,000, shown as paid by a principal shareholder. It found that shareholder sold 20,000,000 shares and the company agreed to repay $100,000, plus a further $100,000 promissory note. It said it would raise the Belize basis to $200,000 and correct this in the 2010 annual report. A later amendment changes this treatment.

financial restatement

On December 31, 2009 the Town Oil purchase was amended. The price stays $6,000,000 but Town Oil keeps a 5% overriding royalty interest. Treaty stock worth $900,000 goes into escrow, returned at closing or forfeited to Town Oil on default. From February 1, 2010 Town Oilfield Services is operator, and oil proceeds go into a joint account split 50-50, which Treaty intends to use to pay for the leases. The closing is pushed from December 31, 2009 to September 30, 2010 (extendable by Treaty to December 31, 2010). This shows the deal missed its original closing date, and the filing does not say the $3,000,000 cash or bank financing was obtained.

material agreement

On October 7, 2009 the company agreed to buy oil and gas leases from Town Oil Company, Inc. for $6,000,000: $3,000,000 cash at closing and the rest as a seller note at 3% interest, repaid by crediting 5% of the leases' production. Closing was due before December 31, 2009, and the company expects to obtain bank financing for the cash portion. The press release describes 54 leases in Kansas. The same filing ends the Vago #1 purchase from HighGround; the press release says it was rescinded because Treaty could not get the information needed for its financial statements. This reverses the July 2009 Vago deal. The press release also says the Baker and Taylor lease deals are delayed and the SAGO lease relationship is ending.

material agreement termination

This follow-up filing, under the new name Treaty Energy Corporation (symbol changed from ARGY to TECO), completes the Treaty Petroleum reverse merger and includes the business description. The company says it holds a 100% working interest and 70% royalty interest in two oil leases in Crockett County, Texas with four oil wells, and that the old Alternate Energy assets were spun off before the merger. It reports net losses of $241,514 for 2008 and $183,350 for 2007, and says it needs substantial extra financing and is evaluating strategic alternatives. Note that this filing says Treaty agreed to assume the $500,000 of debt and gives December 12 as the agreement date, while the earlier filing gave December 24 as the date.

asset acquisition disposition

On December 24, 2008 the company completed a merger in which Treaty Petroleum Inc., a Texas oil and gas company, merged with a subsidiary of the company. Treaty is to pay $500,000 of the company's debts and management forgives $449,392. The company will reverse-split its shares 8.032633:1 and then issue 414,000,000 new shares to Treaty's shareholders, which will heavily dilute existing holders. Treaty is described as owning 743 acres in an established field, 116 acres of which are proven productive. The old board (Blaine Froats, Sean Froats, Jack Wasserman) resigned and Rhonda Hyatt (president), David Hallin and Gary Dunham took over. This moves the company from the heat-to-power technology business into oil and gas.

material agreement

On March 2, 2005 the company sold $1,500,000 of 6% convertible notes to investors in a private placement. The notes convert at 70% of the recent average bid price, with a floor of $0.15 and ceiling of $0.35 per share. The deal includes Class A warrants at $0.40 and Class B warrants for up to a further $1.5 million of shares, plus warrants for the placement agent Westor Online. This brings in cash but could dilute shareholders if the notes and warrants are converted or exercised.

material agreement

On May 22, 2003 the company bought all the assets of AEC I Inc. (including its patents) for 104 million new shares plus forgiveness of a $202,000 loan, and renamed itself Alternate Energy Corp. AEC I now holds 95% of the voting stock, so existing shareholders were heavily diluted. The business becomes marketing a patented technology that converts low-temperature heat into power, mainly for steam power plants. The old directors resigned and Blaine Froats, his son Sean Froats and Jack Wasserman took over the board.

business combination