13 Mar 2009listing compliance notice▼ BadMajor
True North Energy CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 Mar 2009debt default or forbearance▼ BadMajor
Falling oil and gas prices left True North unable to make a $100,000 payment due to the Valens funds; Valens declared default, accelerated the notes, and demanded $4,513,265 - 125% of principal plus interest - by 10 March 2009 or it would foreclose on all of the company's producing oil and gas properties (though True North disputes the lenders' right to the Alaska and Colorado leases, which it says should have been released in September 2008). The board is weighing bankruptcy, going dark or a rescue, and the same filing disbanded the company's advisory board.
6 Mar 2009material agreement termination▼ Bad
The same week it was declared in default on its Valens debt, True North also lost the outside bookkeeping and financial-reporting services Prime Natural Resources had been providing it -- one more support structure falling away as the company's finances collapsed.
1 Dec 2008material agreement▼ BadMajor
Hurricane Ike knocked out True North's Brazoria County wells and left the company unable to make its November and December 2008 debt payments to Valens; the lenders agreed to defer those payments only in exchange for 2.2 million more shares, treated as extra interest -- a clear sign the company's cash flow could no longer service its own debt.
4 Apr 2008material agreement▼ BadMajor
Valens advanced True North another $425,000 against its existing secured notes, rolled into new "Amended and Restated" notes totaling $3.93 million, in exchange for more shares and fees -- the company's dependence on this single, high-cost lender kept deepening.
25 Sept 2007asset acquisition disposition▼ BadMajor
True North closed its Brazoria County gas-property purchase from Prime Natural Resources, financing it (and paying off its August bridge loan) with $3.75 million in senior secured notes from Valens at 13% interest -- notes secured by liens on virtually all company and ICF assets plus a 5% overriding royalty and warrants to the lender, an expensive, restrictive debt load that would later prove unsustainable.
7 Sept 2007material agreement▲ GoodMajor
Through new subsidiary ICF Energy Corp, True North agreed to buy actual producing gas properties in Brazoria County, Texas from Prime Natural Resources for $3.5 million -- its first acquisition of assets already generating real cash flow (about $200,000/month) rather than exploration-stage interests, though funding to close was still being arranged.
28 Aug 2007material agreement● NeutralMajor
To bridge financing until its pending Prime Natural Resources acquisition closes, True North borrowed $250,000 from two lenders at 12% interest, with insiders Pozzoni and Folnovic personally pledging 1.25 million of their own shares as collateral.
29 June 2007material agreement▲ GoodMajor
True North closed a third distinct regional play, buying roughly 17,000 acres of oil and gas interests in northwest Colorado from a private seller for about $1 million in cash and stock plus a sliding-scale royalty -- its first acquisition priced per-acre rather than per-well-interest.
5 Apr 2007material agreement● NeutralMajor
True North signed a non-binding letter of intent for its biggest deal yet -- a $22 million purchase of producing Wyoming Powder River Basin gas properties and a workover rig from six sellers, to close by mid-2007 -- while raising only $500,000 via a convertible note to fund near-term operations, a striking funding gap for a deal this size.
8 Feb 2007material agreement● NeutralMajor
True North committed another $1.7 million for an 8.75% stake in a second BP-operated Tuscaloosa test well in Louisiana; the same filing warned shareholders that unauthorized promotional articles touting the stock (a repeat of one flagged back in August 2006) had appeared again, with no relationship between the company and the promoter.
10 Oct 2006material agreement▲ GoodMajor
True North paid $2.6 million to earn a 12.5% working interest in a BP America-operated 21,000-foot test well in Louisiana targeting the Tuscaloosa Sand -- its most significant partner and deepest, most expensive well commitment to date; drilling was nearly at target depth.
7 Sept 2006auditor change● Neutral
Auditors changed again after only six months: Williams & Webster was replaced by Malone & Bailey with no disagreements cited; the outgoing firm's report had again carried the standard going-concern qualification for a company not yet generating revenue.
1 Aug 2006capital raising announcement● Neutral
True North raised another $650,000 from a single investor and separately extended (to December 31, 2006) the deadline to close its purchase of four Alaska leases first announced in May, since the state still had not issued them.
19 June 2006material agreement● NeutralMajor
Agreed to participate with Bayou City Exploration in a test well on each of three prospects - 16.67% before payout and 12.5% after on the two Live Oak County, Texas prospects, and 25% on the Zodiac II prospect in Jeff Davis and Calcasieu Parishes, Louisiana. Prospect fees of $20,375 and $94,888 were paid and $267,056 on Zodiac was not. Drilling had already begun on Frost National Bank Deep, where True North had paid $132,000 of well costs.
17 May 2006material agreement● Neutral
True North agreed to buy rights to four more not-yet-issued Alaska North Slope leases (about 10,000 acres) from two individuals for roughly $276,000, again taking on a five-year drill-or-forfeit obligation once the state actually issues the leases.
11 May 2006capital raising announcement▲ GoodMajor
Now renamed True North Energy, the company raised $1 million from a single investor (1.25 million shares plus warrants) to fund its new Alaska oil and gas strategy.
What it means for a shareholder
1.3m new shares at about US$0.800 to raise about US$1.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
7 Mar 2006auditor change● Neutral
Days after pivoting into oil and gas, the company swapped auditors from Manning Elliott to Williams & Webster with no stated disagreement; Manning Elliott's prior opinion had flagged the standard going-concern doubt of a shell with no revenue.
27 Jan 2006asset acquisition disposition▲ GoodMajor
Ameriprint International, a dormant Nevada shell, pivoted into oil and gas by acquiring Alaska North Slope leases (West Foreland/Hemlock Formation targets) from insider Massimiliano Pozzoni for 2 million shares; Pozzoni became the company's sole officer and director, and the company took on an obligation to drill a test well by November 2010 or forfeit part of the leases.