Each one in plain English, with the numbers worked through for a shareholder.
29 Aug 2011asset acquisition disposition▲ GoodMajor
DNR sold certain oil and gas interests to a third party on about August 23, 2011, and applied Arete's roughly $5.0 million share of the proceeds to the sellers' installments, covering the $3.77 million first installment and $1.2 million of the second. Arete expected to book a gain of about $2.66 million.
On August 12, 2011 the sellers agreed to move the first $3.7 million installment on the DNR/Tindall purchase from August 15 to August 31, 2011. This corrects an earlier 8-K that used the wrong item number. A press release also says Arete dropped auditor Ronald R. Chadwick, P.C. on August 9 and hired Causey Demgen & Moore, with no accounting disagreements, and that it would file for more time on its 10-Q. The filing does not say how the installment will be funded; the press release lists arranging $10.1 million of financing as a risk.
Eleven weeks after closing, Arete could not make the first instalment on the $9.5 million seller note and had the deadline pushed from 15 to 31 August - the first of several extensions from a seller who is also a director of the company.
Arete dismissed Ronald Chadwick and brought back Causey Demgen & Moore - the firm that had stepped aside in 2004 - to audit the enlarged company. No disagreements were reported.
Arete could not raise the money to pay the $9.5 million note due July 1, 2011 on the DNR/Tindall purchase, so on July 29, 2011 it signed a restated deal. The price rose from $10 million to $11 million: $900,000 up front (the $500,000 already paid plus $400,000 new cash, all non-refundable), then $3.7 million due Aug 15 and $3.2 million each on Sept 15 and Oct 15, 2011, with 0.83% monthly interest. The properties transfer to Arete only once the full price is paid, and the filing says there is no assurance it can raise the funds. This replaces the May 2011 closing reported earlier, and the 'closed' deal had not in fact transferred the properties. Extra payments of up to $25 million in total could also be owed if reserves grow. DNR is owned by director Charles Davis.
The purchase first announced in 2009 finally closed at $10 million - but Arete put in only $500,000 of its own cash, with the sellers financing $9.5 million on a note due five weeks later and secured on the properties themselves. DNR is owned by Arete director Charles Davis.
Three officers converted $500,000 the company owed them into 62,500 shares at $8.00, clearing debt without spending cash just as Arete was trying to fund the long-delayed DNR and Tindall purchase.
Arete signed a definitive agreement to buy 243 wells - 46 producing, 197 undeveloped - from the same DNR and Tindall group it first dealt with in 2005, far bigger than anything it had attempted before. The wells feed the Wyoming pipeline Arete already owned, but the deal would not actually close for another two years.
Arete paid $330,000 for the TOP gathering system, 4.5 miles of pipeline in Wyoming's Powder River Basin carrying gas from 33 wells at about a third of its capacity - its first infrastructure asset. The $400,000 needed came from two of its own directors and one outsider, on terms that had not been agreed when the filing was made.
After the NASD said the late June 2006 10-QSB made Arete ineligible for the OTC Bulletin Board, with removal set for August 29, Arete paid $4,000 and appealed. It was granted a hearing on September 6, and the NASD agreed to take no action until then.
Arete announced a spin-off of its Avatar Technologies Group shares to shareholders of record in July 2006. The filing gave no ratio or other terms, which were left to the attached press release.
A third bolt-on in three months: $50,000 for working interests in five Chesapeake-operated Oklahoma wells, continuing the strategy of buying small producing cash flow instead of drilling.
The subsidiary bought a pool of small mineral and royalty interests across Colorado, Wyoming, Texas and Oklahoma for a $200,000 secured note - from a company owned by its own president, William Stewart, so not an arm's-length purchase.
Colorado Oil and Gas, Arete's majority-owned subsidiary, agreed to buy 13 producing wells and up to 5 development prospects in five Colorado fields from Tucker Family Investments, DNR Oil & Gas and Tindall Operating for $2.6 million. This was the smaller deal Arete had promised after dropping the Texas and Oklahoma prospects, and funding was not yet secured.
10 Mar 2005material agreement termination▼ BadMajor
Arete walked away from the three Texas and Oklahoma prospects it had tied up in December, after its own financing consultants judged them too risky to back, and said it would chase smaller deals it could actually pay for.
Arete, then repositioning itself towards energy, locked up a 45-day exclusive right to buy three oil and gas drilling and re-work prospects in Texas and Oklahoma - but had not yet found anyone to fund them.