Each one in plain English, with the numbers worked through for a shareholder.
15 Dec 2017material agreement termination▼ BadMajor
Guinea verbally refused Hyperdynamics' request for a two-year appraisal extension, and the CLNG stock sale collapsed when the buyer walked away - closing out the Fatala campaign without the well ever being drilled and leaving the company without its rescue financing.
Hyperdynamics told shareholders that under the 2 November 2017 stock purchase agreement, CLNG Limited (Hong Kong) or an affiliate would buy 40,000,000 shares at $0.15 ($6,000,000), about 53% of the common stock, and that three directors (Elliston, Strange, Zeidman) would be replaced after closing. Closing was due by 1 December 2017 but depended on due diligence, a waiver from Series A preferred holders, and reductions in current liabilities. CLNG said it intends to borrow the purchase money with no terms agreed. This is the rescue deal that the later record shows fell through in December 2017.
Auditor Hein & Associates declined to stand for reappointment for fiscal 2018, again citing no disagreements but a standing going-concern qualification.
With SAPETRO gone, Hyperdynamics lined up a new outside investor, Hong Kong's CLNG Limited, to buy $6 million of stock at a steep discount of $0.15/share, contingent on due diligence and preferred-holder waivers.
13 Oct 2017material agreement termination▼ BadMajor
SAPETRO withdrew from the Fatala joint venture before drilling began, paying Hyperdynamics $4.9 million to settle its share of costs and unwinding the farm-in agreed just six months earlier.
Hyperdynamics farmed out 50% of its Guinea concession to South Atlantic Petroleum (SAPETRO), a privately held Nigerian E&P company, ahead of the planned Fatala well.
Hyperdynamics, Guinea, and new partner South Atlantic Petroleum (SAPETRO) signed a tri-party protocol committing to spud the Fatala well by May 30, 2017.
Hyperdynamics settled a 2012 shareholder lawsuit from five hedge funds with stock and a $1.35 million insurance-covered payment, and swapped its planned drillship for the more capable Pacific Scirocco ahead of a planned April 2017 spud.
Guinea approved a Second Amendment to the PSC, clearing the way for Hyperdynamics - now sole concession holder again after Tullow and Dana's exit - to restart its own exploration push.
Hyperdynamics settled its arbitration with Tullow and Dana: both withdrew from the Guinea concession and PSC, handing back $8.1 million of long-lead drilling equipment plus a modest cash payment - ending Tullow's three-year run as operator without a well ever drilled under it.
NYSE announced it was starting delisting proceedings against Hyperdynamics for falling below the exchange's $50 million market-cap and equity standard.
Hyperdynamics settled its litigation with AGR Well Management over the Sabu-1 drilling program, recovering about $15.6 million net from an escrow account - a partial reimbursement of the well's ballooned costs.
NYSE notified Hyperdynamics that its market capitalization and stockholders' equity had fallen below the exchange's $50 million continued-listing thresholds.
Deloitte notified Hyperdynamics it would not stand for re-election as auditor, though its prior opinions carried no adverse findings beyond an earlier internal-controls weakness.
The Tullow farm-out closed: Tullow paid $27 million as reimbursement of past costs for a 40% interest and became operator. It also agreed to carry Hyperdynamics' share of future costs up to a $100 million cap, leaving Hyperdynamics with 37%.