Each one in plain English, with the numbers worked through for a shareholder.
31 May 2007material agreement● NeutralMajor
Cheetah signed a letter agreement for Kepis & Pobe Investments to earn a 90% working interest in its Papua New Guinea licences (about 8,400,000 acres) by paying the first $11,500,000 of exploration and development costs and cooperating to settle about $13,500,000 of Cheetah's debts. A definitive agreement was due within 30 business days of signing.
Cheetah said a second set of past financial statements (June and September 2005 quarters, full-year 2005 and March 2006 quarter) should not be relied on. The causes were stock compensation expensed that should have been capitalised, liquidated damages that had been charged to paid-in capital and are now expensed, and the March 2006 Macquarie convertible financing warrants that are now recorded as a liability instead of equity. This follows the earlier restatement over the Scotia acquisition, and amended filings were promised.
Cheetah said its financial statements for 2004 and the first three quarters of 2005 should no longer be relied on, because it had accounted for its acquisition of Scotia Petroleum Inc. incorrectly. Amended 2004 figures were filed in the 2005 annual report; the filing gives no amounts.
17 Mar 2006capital raising announcement● NeutralMajor
Cheetah closed the first tranche of a financing: a US$5,000,000 senior secured convertible note due March 14, 2007, plus 3,000,000 warrants at $3.42 per share, issued to a subsidiary of Macquarie Bank (Macquarie Holdings (USA) Inc.). Proceeds are earmarked for Papua New Guinea projects, specifically re-entry drilling and completion of the Kuru #2 well, and working capital; a second tranche on identical terms depends on share price, exploration and drilling criteria being met.
After Moore Stephens Ellis Foster's staff moved to Ernst & Young LLP on May 2-3, 2005, Moore Stephens resigned as auditor and the board approved Ernst & Young LLP, effective May 3, 2005 (filed late, in November). The filing says there were no disagreements, but that Moore Stephens' report expressed substantial doubt about the company's ability to continue as a going concern.
The company's Papua New Guinea subsidiary signed an oilfield services agreement with Halliburton Overseas Limited, effective July 14, 2005, with services due to start around September 6, 2005. The filing gives no price or scope details.
2 June 2005capital raising announcement● NeutralMajor
On May 27, 2005 the company closed a private placement of 1,200,000 units at $5.00 each (about $6M gross by simple arithmetic), each unit being one share plus a warrant to buy another at $7.00, sold to seventeen investors. C.K. Cooper gets 6.5% cash and 2.5% in warrants; proceeds go to Papua New Guinea exploration and working capital, and the shares add dilution.
What it means for a shareholder
1.2m new shares at US$5.00 to raise about US$6.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company hired C.K. Cooper & Company of Irvine, California as investment banker for one year (letter dated Feb 10, 2005) to lead placements raising money for its Papua New Guinea exploration. It pays a US$50,000 engagement fee in 7,500 shares at a deemed US$6.67 each, plus a fee on private placement money raised. This is the financing effort the earlier filings said was needed.
The company acquired a 97.5% farm-in interest in two more Papua New Guinea licences, PPL #257 and #258 (about 3.9 million acres), from Grey Creek Petroleum Inc. in return for 200,000 restricted shares. This adds to what the filing describes as five 100%-owned licence areas of about 8.3 million acres; the 1.4 billion barrel figure in the filing is only a theoretical possibility from historical data, not a reserve.