Each one in plain English, with the numbers worked through for a shareholder.
12 Apr 2018capital raising announcement▼ BadMajor
On Apr 10, 2018, three deals were signed. (1) Armacor Victory Ventures (AVV), which had paid only $255,000 of a $5,000,000 commitment, will have its 800,000 Series B preferred cancelled and receive 20,000,000 common shares; AVV must try to help a proposed $5M private placement at $0.75 per share with 50% warrant coverage and invest at least $500,000 in it. (2) The VPEG debt of $1,410,200 (on $1,282,000 lent) is settled for 1,880,267 common shares and 1,880,267 five-year warrants at $0.75. (3) A new VPEG facility lets VPEG, at its sole discretion, lend up to $2,000,000 through secured convertible notes with a 10% discount, convertible at $0.75 or lower. Debt is converted to equity, which dilutes existing holders, and the company still depends on VPEG and the unfinished private placement for working capital.
On Jan 17, 2018, the VPEG note was amended a second time. Maturity becomes five business days after VPEG demands payment, VPEG may lend more on the same terms, and if VPEG converts after maturity it receives a five-year warrant at $1.52 per share for as many shares as it converts. It confirms the 1-for-38 reverse split took effect Nov 24, 2017. The debt is now payable on demand and carries a new warrant feature that could dilute shareholders.
The Aug 21, 2017 secured convertible note to Visionary Private Equity Group I (VPEG), originally a $500,000 loan, was amended on Oct 11, 2017. The loan rises to $565,000, the note principal to $621,500 (including a $56,500 discount), and maturity moves to Nov 30, 2017. The note is secured by all company assets and convertible at $0.04 per share, so VPEG's funding is growing and its due date is pushed back.
The company amended the Aurora divestiture so that Navitus receives 166,549,134 shares (4,382,872 after the planned 1-for-38 reverse split) at closing, with demand registration rights and a lock-up agreement. In exchange for its 50% Aurora stake, Victory is released from its obligations to Navitus, including returning investors' deferred capital and interest. For existing shareholders this means a large share issuance (dilution). The filing also reports new bylaws, a new code of ethics, and newly created audit and compensation committees (Zamber, Herrera and Eilertsen, the last subject to election).
7 Feb 2017capital raising announcement● NeutralMajor
Victory raised $320,000 on February 3, 2017 from Visionary Private Equity Group I, LP through a 12% unsecured note due at the earlier of six months or completion of a material business combination. The investor also received a five-year warrant for 5,203,252 shares at $0.0923 per share, which would dilute existing holders if exercised, and registration rights. The filing says the proceeds were used to settle the TELA Garwood lawsuit, so this funds the December 2016 settlement and avoids the $500,000 judgment.
This amendment covers agreements signed February 26, 2015 (amended March 3) with Lucas Energy ahead of the proposed combination. Victory agreed to lend Lucas up to $2 million ($250,000 drawn February 26, 2015, secured by 1,100,655 pledged Lucas shares, maturing February 26, 2016). In return Lucas assigned rights to seven wells to a Aurora subsidiary, which keeps them even if the deal fails. Victory also gave Lucas's senior lender, Louise H. Rogers, a $250,000 contingent note at 18% interest, payable if the deal ends or the well funding requirements are not met. The amendment itself was filed to mark the filing as merger solicitation material and add required disclosures, and it says a registration statement and proxy will be filed.
26 Feb 2014capital raising announcement● NeutralMajor
On February 20, 2014 Aurora (50% Victory, 50% Navitus) signed a revolving credit agreement with Texas Capital Bank for up to $25M, but the initial borrowing base is only $1.45M and $868,000 was drawn on February 22. It matures February 20, 2017, is secured on the oil and gas properties and the Aurora interests, and is guaranteed by Victory and Navitus. Navitus is raising $10M from private investors to put into Aurora in tranches (up to $15M under the partnership agreement), with a 10% preferred distribution for five years and one warrant on Victory stock per dollar invested. The filing also puts shares outstanding at about 27.56M held by about 1,430 holders, with 47.5M common shares authorized. This ends the company's debt-free position of March 2012, though the debt sits at Aurora with a Victory guarantee, and Navitus funding is described as being raised, not yet delivered.
Under an agreement dated Dec 31, 2010, Visionary Investments, whose sole member is director and major stockholder Ronald Zamber, swapped $497,000 of unsecured notes plus $55,275 of interest for a $552,275 10% secured convertible debenture due Sept 30, 2013. It converts at $0.005 per share into 110,455,000 shares, which would be a large dilution for current holders. It uses the same terms as the ongoing debenture offering.
On Jan 19, 2011 Victory sold six units for $60,000 to one accredited investor. Each unit was a $10,000 10% convertible debenture (due Sept 30, 2013) plus a warrant for 10,000 shares at $0.005. The debentures convert at $0.005 per share. This is part of an ongoing 75-unit offering (45.5 sold so far, ending by March 31, 2011 unless extended). With about 136.7 million shares outstanding, full conversion and exercise of this investor's securities would lift the total to 148,779,608, which dilutes existing holders.
