Each one in plain English, with the numbers worked through for a shareholder.
1 Oct 2010auditor change● Neutral
On September 28, 2010 the company dismissed its auditor Mayer Hoffman McCann, whose report on the year ended May 31, 2010 included going-concern doubt, and hired a new auditor named as Robert G. Jeffrey, CPA. The filing says there were no disagreements with the former auditor, which confirmed this in a letter. (A later amendment corrects the new auditor's name.)
4 June 2010capital raising announcement● NeutralMajor
The company sold a further $772,500 of convertible notes to fifteen investors as of May 27, 2010 and $352,500 more to two investors as of June 2, 2010, after expanding the offering by up to another $1,000,000. All of these notes are set to convert into shares when the SAK Investment closes. It also disclosed consulting deals with HFP Capital Markets (2 million restricted shares, with the right to earn at least 2 million and up to 5 million more) and a placement agent letter (8% cash fee plus shares equal to 2% of securities sold), with fees due on closing of the SAK deal. This continues the SAK financing thread and implies more shares to be issued.
On May 20, 2010 the company signed a binding term sheet with SAK Arabia LLC of Dubai to sell 49% of its equity plus 10% of the gross resources extracted and refined from its concessions for $12,000,000. A definitive agreement is still to be negotiated, with exclusivity for the investor, required management employment agreements (otherwise the deal is void), break-up fees of $100,000 plus expenses capped at $350,000, and a nine-member board with four investor appointees if signed. For existing shareholders this would be a large dilution; the company says the money would fund drilling, feasibility studies and production preparation.
The company sold $227,500 of convertible notes to nine accredited investors as of March 2, 2010, under a new offering of up to $1,000,000. Unlike earlier rounds, this one carries a 10% commission and a warrant for 10% of the underlying stock. The conversion price is the lower of a 15-day average trading price or $0.25, conversion is allowed after September 1, 2010, and interest is 16%.
The company sold a further $50,000 of convertible notes to two accredited investors as of January 29, 2010. The conversion price is now $0.20 per share (down from $0.25 in October 2009), with 16% interest, conversion allowed after March 31, 2010, and maturity no later than December 31, 2011.
Around October 20, 2009 the company ended its $2,500,000 note offering and started a new one of the same size, selling $100,000 of notes to two accredited investors by October 23. The conversion price is now $0.25 per share (down from $0.30), conversion is allowed after March 31, 2010, interest is 16%, and maturity is no later than December 31, 2011.