Each one in plain English, with the numbers worked through for a shareholder.
6 Nov 2007capital raising announcement▼ BadMajor
On October 31, 2007 Wentworth restructured the senior notes after disputes over its failure to register the underlying shares, redemption demands and foreclosure notices. Notes are restated at $48,776,572 (the original $32,350,000 plus interest and penalties) plus a new $5,000,000 note, convertible at $0.65 (down from about $1.40) with a full ratchet, due October 31, 2010; existing defaults are waived and redemption notices withdrawn. Cornell (YA Global) debentures were also restated at $1,418,573, and investors agreed to dissolve Wentworth Oil and Gas. This resolves the redemption-demand dispute but with much lower conversion price and larger debt, so more dilution for shareholders.
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.
23 Jan 2006capital raising announcement● NeutralMajor
Wentworth sold Cornell Capital Partners $1,500,000 of 10% convertible debentures with a three-year term: $1,000,000 paid on closing and $500,000 due before a registration statement is filed. Conversion is at the lower of $0.65 or 85% of the lowest 15-day average price, so a falling share price means more shares issued; Cornell's holding is capped at 4.99% of shares. The filing lists security agreements and warrants at $0.60, $0.80 and $1.00 as exhibits, but does not state their terms or say what the money is for.
On December 30, 2005, Wentworth sold 775,230 shares to non-U.S. investors and 583,524 shares to another investor, all at $0.50, raising $387,615 and $291,762. Each buyer also received warrants to buy the same number of shares at $1.00 until December 30, 2008. It also issued 77,500 shares under investor relations agreements at $0.25. All of this adds to the share count.
What it means for a shareholder
583,524 new shares at US$0.500 to raise about US$291,762. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Wentworth reported more share issues around August 4, 2005: 9,000 shares for services, 15,000 and 400,000 and 20,833 shares under investor relations agreements, and 6,000 shares as a note bonus, all priced at $0.25. It also issued 180,000 shares to six Wentworth Oil & Gas shareholders exchanging their shares, which continues the exchange from June. No commissions were paid. These issues add to the share count.
Wentworth disclosed several share issues from May to July 2005: 17,857 shares for services and 30,000 as a bonus on a convertible note investment (both at $0.70), 50,000 to settle a debt at $0.25, and 896,000 in a private placement at $0.25. It also accepted a subscription from Kelburn Corporation for 120,000 units at $0.75, each with a share and a warrant to buy another share at $0.75 within two years. No commissions were paid. All of these add to the share count.
22 Mar 2005capital raising announcement● NeutralMajor
Now named Wentworth Energy, the company raised $31,000 by selling 1,550,000 shares at $0.02 each in a private placement, to be used as working capital. It also signed a letter of intent to buy Wentworth Oil & Gas, Inc. (a Nevada company) by issuing one Wentworth share for every 2.5 shares of that company, with a definitive agreement due by April 15, 2005. This marks the move toward an oil and gas business.
