Each one in plain English, with the numbers worked through for a shareholder.
27 July 2006capital raising announcement▼ BadMajor
On July 24, 2006 Wentworth agreed to issue $32,350,000 of senior secured convertible notes plus warrants for 46,214,286 shares. Notes are secured on all company assets, carry 9.15% interest (15% on default), mature in three years, convert at about $1.40 a share, and repay in 25 installments from the first anniversary, payable in shares if conditions are met. A full-ratchet clause lowers the conversion price if shares are later issued cheaper, so shareholders face heavy dilution. Proceeds are for the Ball mineral properties via Roboco, Barnico Drilling and drilling, not for repaying other debt; Cornell agreed to subordinate its financing. This is far larger than earlier financing.
Wentworth listed share issues from May to June 2006, including 122,333 shares for conversion of $183,500 of a May 2005 note, 684,615 shares for conversion of $445,000 of the January 2006 Cornell debentures, 125,000 shares plus 125,000 warrants for $500,000 cash, and warrant and option exercises bringing in cash. It also issued 200,000 shares under a February 20, 2006 joint venture letter agreement and 155,000 shares for investor relations services. No commissions were paid. These add to the share count and show Cornell converting part of its debentures.
On May 3, 2006, MacKay LLP resigned as auditor and Hein & Associates LLP of Dallas was appointed. The company said it wanted accountants nearer its Texas base. There were no disagreements and MacKay's reports for 2004 and 2005 had no adverse opinions; MacKay's letter agrees. This is the second auditor change since April 2005.
13 Mar 2006material agreement termination● NeutralMajor
In November 2005 Wentworth cancelled its deal for the 1,592-acre Asphalt Ridge lease from Utah Oil Sands, Inc. before closing, and the 1,000,000 shares issued for it were cancelled. This reverses the October 2005 acquisition. The board said it was in the company's best interest to pursue other ventures. Wentworth keeps about 1,900 acres of other Asphalt Ridge oil sands leases near Vernal, Utah, acquired in December 2005.
