NEW FRONTIER ENERGY INC (NFEI) company history: the story so far

History

New Frontier Energy raised money through preferred stock to build a Colorado gas business around Slater Dome, sold its assets in 2011, went private, and in 2023 bought a debt-relief firm.

2004-2006: Funding a coalbed methane push

New Frontier Energy, a Colorado company, spent its early record raising money in small, costly pieces. In August 2004 it borrowed $250,000 from Candace McKey at 18% interest, secured on a Moffat County oil and gas lease held by its subsidiary Skyline Resources. In November 2004 it cut the conversion price of its Series A preferred stock from $2.68 to $0.65 and created a new Series B preferred. Between December 2004 and February 2005 it sold Series B units through Westminster Securities, raising $3,217,500 gross in total.

The main focus was the Slater Dome coalbed methane project (gas held in coal seams). In May 2005 the company converted a $1,000,000 loan into interests in Slater Dome Gathering, LLLP, owner of an 18-mile pipeline, and held a 30% working interest in the field. It began selling gas from six coalbed methane wells and one conventional well in June 2005. In July 2005 it raised $2,760,000 from 2.5% convertible debentures, and it agreed to put a further $600,000 into the pipeline partnership. In May 2006 it paid for more pipeline interests with a $608,194 convertible debenture, taking its stake to 82.76%. Several of these deals involved the chief executive, Paul Laird, as a related party. In July 2006 it also bought a $650,000 licence to seismic data covering more than 150 possible drill sites in the Denver Julesburg Basin, with drilling commitments attached.

2006-2007: The Slater Dome purchase

The story turned in late 2006. On October 30 the company issued a $600,000 note to Aviel Faliks at 12.5%, convertible into a planned Series C preferred stock. It agreed to buy Cedar Ridge's 36.66667% working interest in the Slater Dome Field for $8,000,000, and closed on December 14, 2006, giving it 66.66667% and the role of operator.

The purchase was funded by the Series C raising. Iris Energy Holding Corp. bought units for $10,000,000 on December 1, 2006, and further closings followed on December 29 and January 16, 2007. In all the company sold 444.5 units for $22,225,000 gross, each convertible into common shares at $1.05 with attached warrants (rights to buy shares at $1.50 and $2.00). Iris ended up buying 260 units for $13,000,000 and, in July 2007, its right to appoint directors equal in number to those it did not appoint was formally documented. That right ends on December 1, 2009 or earlier if certain conditions are met. About $13,000,000 was earmarked for a 15 to 25 well drilling program in summer 2007.

In June 2007 the company signed an amended farmout with Clayton Williams Energy for the Focus Ranch Unit, about 38,695 acres next to Slater Dome. It had to start testing a well there by August 1, 2007 or plug it. In December 2007 it bought the pipeline's general partner interest for $1,075,000, again from a company half-owned by Laird.

2009-2010: Cheap money and a restatement

The record for 2008 is quiet. In November 2009 the company sold 3,500,000 shares at $0.10 to investors and took a subscription for 6,500,000 more from an Iris affiliate, for $1,000,000 in total. That was far below the $1.05 Series C conversion price. The Series C preferred converted automatically into common stock on December 1, 2009.

In February 2010 it reported two new Slater Dome wells, its first since 2007. Both were shut in awaiting completion work. In June 2010 it sold part of its Flattop Prospect leases to Carrizo Oil & Gas for an initial $5,519,989. Carrizo had to drill at least three wells that carried the company for a 33 1/3% working interest. In December 2010 management said its 2009 quarterly reports should not be relied on, because the conversion features of the Series B and Series C preferred should have been booked as a derivative liability. The change was non-cash.

2011-2023: Sale, going private and a new business

On May 2, 2011 the company sold all its Green River Basin assets to Emerald GRB, LLC for 125 million Emerald shares and $9,565,000 in cash. In July it proposed a going-private step, a 1-for-500 reverse split followed by a forward split, cashing out small holders at $0.22 a share. In August it reported the first Carrizo carry well producing, peaking at 650 barrels a day gross. It deregistered its securities with the SEC in October 2011. The split took effect on October 5, with about 248,917 shares cashed out for about $54,761.74, and Iris still owned about 55.1%.

The record then goes quiet until March 2023, when the company voluntarily filed that it had bought CareOne, LLC, a Utah debt-relief business, for 200,000,000 new shares. CareOne reported unaudited 2022 revenue of $600,000. The owners can rescind if OTC Markets does not lift the company's Shell status, if the stock moves to the Expert Market within twelve months, or if no Form 10 is filed by July 31, 2023. The company said it left shell status in September 2022 by sublicensing an oil shale extraction technology, but that it lacked the capital to use it, and that OTC Markets had denied a change-of-control application. The filings do not say what became of the Emerald shares, the Carrizo wells or the old debt.

Written from the 28 story beats below (2004 to 24 Mar 2023), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2023

24 Mar
Voluntarily filed after the 2011 deregistration, the company says it bought CareOne, LLC, a Utah debt-relief business, on March 23, 2023 for 200,000,000 new common shares (closing March 24). The CareOne owners can rescind if OTC Markets does not move the company off "Shell" status, if the stock is downgraded to the "Expert Market" within twelve months of closing, or if no Form 10 is filed with the SEC by July 31, 2023. The company also says it left shell status in September 2022 by sublicensing a shale-oil extraction technology (R.A.M.S.) from United Energy Corp., but says it has struggled to raise the capital to use it and that OTC Markets denied a change-of-control application and locked it out of its filing portal. CareOne reported unaudited 2022 revenue of $600,000 and $12,000 cash at December 31, 2022. This is a move away from the oil and gas business described in earlier filings; the text shown does not say what happened to the Emerald shares, Carrizo carry wells or old debt. Issuing 200 million shares is likely a large dilution for existing holders (inference; the pre-deal share count is not shown).
asset acquisition disposition

2011

8 Nov
A final amendment reports the reverse/forward split took effect on October 5, 2011, after the definitive information statement was filed on September 13, 2011. The estimated cash-out grew to about $54,761.74, paid at $0.22 per pre-split share on about 248,917 shares held by holders of fewer than 500 shares, versus the roughly $6,000 first estimated. Those small holders are paid cash and no longer hold shares; the excerpt does not show whether registration was terminated, and Iris still owns about 55.1%.
business combination
11 Oct
NEW FRONTIER ENERGY INC deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
12 Aug
The company reported the first of three carry wells on the Flattop DJ Basin leases sold to Carrizo in June 2010: the Orlando Hill 26-44-8-61 well in Weld County began production in mid-July, peaking at 650 barrels of oil a day (gross) on July 17 and averaging 457 a day through July. The second carry well (Wickstrom 7-11-5-60) is drilled and due for completion in late August, and the third is due to start drilling in August. The company says it owns a 33.3% working interest in these wells, which continues the Carrizo carry arrangement.
drilling progress report
20 July
The company and director Michel Escher filed a preliminary going-private statement for a 1-for-500 reverse stock split followed by a forward split. Holders of fewer than 500 pre-split shares would be cashed out at $0.22 per share; the filing estimates about 26,000 such shares, roughly $6,000 in total. Most terms are incorporated by reference to an information statement not included in the excerpt, so other details are not shown here.
business combination
2 May
On May 2, 2011 the company closed the sale of all its Green River Basin assets to Emerald GRB, LLC, a subsidiary of Australian-listed Emerald Oil and Gas NL, for 125 million Emerald shares (valued at AUD 6.5 million at closing) plus $9,565,000 in cash, with the buyer assuming substantially all related liabilities. The filing says this disposes of all its Green River Basin interests; the Slater Dome and Flattops assets in that basin and the related gathering interests are likely included, though the filing does not itemise them (inference). The company now holds shares in a foreign-listed company as part of the proceeds.
material agreement

2010

7 Dec
Management concluded that quarterly reports for the periods ended May 31, August 31 and November 30, 2009 should not be relied on, because the conversion features in the Series B and Series C preferred stock should have been recorded as a derivative liability rather than equity. The restatement is non-cash; for example, a $4,570,000 derivative liability at May 31, 2009 and a $25,000,000 reduction in paid-in capital. The Series C preferred converted automatically to common stock effective December 1, 2009, and the restated figures are in the 10-K filed December 7, 2010.
financial restatement
8 June
On June 4, 2010 the company sold its interest in certain Flattop Prospect leases in the Denver Julesburg Basin (Weld and Morgan Counties, Colorado) to Carrizo Oil & Gas, receiving an initial advance of $5,519,989. Carrizo must drill at least three carry wells within 18 months, carrying the company for a 33 1/3% working interest in each, or the leases (except 640-acre tracts) revert to the company. The company has an option to buy back a 1/3 working interest, and the two sides set up an area of mutual interest split 33 1/3 and 66 2/3.
asset acquisition disposition
9 Feb
The company reported two wells drilled at Slater Dome in late 2009, the Robidoux 13-15 Twin and Battle Mountain Federal 14-15, its first drilled since 2007. Both are shut in awaiting completion work planned for the second quarter of 2010, and parts of each could not be logged or tested. Flow tests on the Robidoux showed about 3.4 MMCFPD, which the company says is not indicative of actual production. It also plans a pipeline application to connect the Focus Ranch wells, with construction scheduled for July 2010.
production update

2009

18 Nov
The company closed a sale of 3,500,000 common shares at $0.10 to accredited investors (effective November 9, 2009) and had a subscription for 6,500,000 more at $0.10 from Iris Energy Holdings, an affiliate whose sole director is company director Samyak Veera. Once accepted, total gross proceeds would be $1,000,000, and the company agreed to register the shares for resale. The $0.10 price is far below the $1.05 Series C conversion price and the $0.75 to $1.21 prices of 2007 insider purchases.
capital raising announcement

2007

31 Dec
On December 26, 2007 the company bought the general partner interest in Slater Dome Gathering (the 18-mile pipeline from the Slater Dome Field to the Questar line at Baggs, Wyoming) from Natural Resource Group Gathering for $1,075,000: $268,750 in cash plus a $806,250 note at 2.5% due December 31, 2008. The company now owns 100% of the general partner interests and 82.76% of the Class A limited partner interests, and is entitled to 84.487% of cash distributions until the limited partners recover their capital and 87.07% after (the earlier figures of 74.487% and 62.07% are superseded). The seller is half-owned and managed by CEO Paul Laird, so this is a related-party deal; the price was based on a valuation by Vanderpool Pipeline Engineers.
asset acquisition disposition
18 July
On July 17, 2007 the company formally documented the board-seat right it gave Iris Energy Holding Corp. in the Series C deal, effective December 1, 2006: Iris can appoint directors equal in number to those not appointed by it. The right ends if Iris holds fewer than 35,000 Series C preferred shares and fewer than 3,500,000 common shares, if the company raises $20,000,000 or more in equity or convertible securities before December 1, 2009, or on December 1, 2009. The filing says Iris bought 260 units for $13,000,000 in December 2006 and January 2007. This gives the Series C investor continuing influence over the board, and follows the earlier note that Faliks was carved out as not an Iris appointee.
material agreement
5 June
Effective June 4, 2007 the company signed an amended farmout agreement with Clayton Williams Energy to become operator of and acquire Clayton Williams's interest in the Focus Ranch Unit (about 38,695 gross acres in Routt County, Colorado, next to Slater Dome, with one gas well). It must begin testing the Niobrara and Frontier formations in the Focus Ranch Federal 12-1 well by August 1, 2007, or plug and abandon the well and reclaim the site and road. If commercial production is established, Clayton Williams gets a $2,000,000 production payment from 35% of net proceeds. The lease assignment is still subject to conditions. This is a new expansion beyond Slater Dome; the company owns 82.76% of the limited partnership interest in the gathering line that would carry any gas.
material agreement
22 Jan
The company held the final closing of its Series C preferred unit sale on January 16, 2007: 201.02 units at $50,000 each, with $9,447,500 gross cash and $9,282,700 net after $164,800 of placement agent costs; $612,500 of the Faliks October 2006 promissory note (principal plus interest) was converted into units. The placement agent warrants are stated as 624,762 at $1.05, 624,762 at $1.50 and 312,388 at $2.00 (a later amendment corrects these). The accompanying press release says the three closings total 444.5 units and $22,225,000 gross, with $8,000,000 used for the Slater Dome purchase (66.66% working interest, company now operator) and about $13,000,000 earmarked for a 15 to 25 well drilling program in summer 2007 and working capital. This completes the Series C raise and is dilutive.
capital raising announcement
4 Jan
On December 29, 2006 the company closed a second sale of 43.3 Series C units at $50,000 each, on the same terms as the earlier one (convertible at $1.05, with $1.50 and $2.00 warrants). The filing states gross proceeds of $10,000,000, which does not match 43.3 units (the next amendment corrects this). It also lists placement agent warrants of over 2 million shares at each of $1.05 and $1.50, and about 1 million at $2.00 (also later corrected). This adds further dilution.
capital raising announcement

2006

15 Dec
The company closed the $8,000,000 purchase from Cedar Ridge on December 14, 2006, so it now owns a 66.66667% working interest in the Slater Dome Field, with estimated proved reserves of 8,214,000 MCF acquired. The filing says it was funded by the $10,000,000 unit sale to Iris Energy Holding Corp. on December 1, 2006. Audited financial statements and pro forma information for the acquisition are still to come, within 75 days of December 14. This resolves the pending deal announced in November.
asset acquisition disposition
7 Dec
On November 10, 2006 the company granted 1,100,000 options at $1.25 to employees and others, vesting 137,500 per quarter and expiring November 30, 2014. It also reported a closing of 200 units at $50,000 each ($10,000,000 gross) of 2.5% Series C convertible preferred (convertible at $1.05 per share, 47,619 common shares per unit) with $1.50 and $2.00 three-year warrants. This is the Series C offering flagged in the earlier Faliks note, and it is dilutive. The filing also says the investor can appoint as many directors as are not its appointees, and says the closing date was November 30 (corrected by a later amendment).
capital raising announcement
8 Nov
On November 3, 2006 the company agreed to buy Cedar Ridge, LLC's 36.66667% working interest (29.33336% net revenue interest) in eleven gas wells and 2 water disposal wells, with 33,949 net acres in the Slater Dome Field, for $8,000,000. That would take it to a 66.66667% working interest in the field, with estimated proved reserves of 8,214,000 MCF acquired. Closing was expected around November 30, 2006 but is subject to conditions the company says it cannot be sure will be met. The deal increases the company's stake in the Slater Dome field in which it already held 30% (per earlier filings) and builds on the Faliks note and planned Series C financing (inference: those may be the funding source; the filing does not state how it will pay).
material agreement
3 Nov
On October 30, 2006 the company issued a $600,000 convertible promissory note to Aviel Faliks at 12.5% interest, payable in cash or stock at the holder's choice. It is due on the earlier of closing a private financing of at least $10 million or December 31, 2007, and ranks behind the company's 2.5% convertible debentures. The holder can convert into a Series C preferred stock the company intends to offer, whose terms are not yet set. This is much more expensive debt than the earlier 2.5% debentures and adds possible future dilution.
material agreement
11 July
On July 7, 2006 the company bought a license to 2D seismic data from LRS Group and R & R Exploration Fund covering over 150 drill site locations in the Denver Julesberg Basin, Colorado, for $650,000 ($325,000 at signing, $162,500 due Jan 7, 2007 and $162,000 due July 7, 2007). LRS also gets overriding royalty interests, and the company must drill one test well in year one and two more within three years to keep the agreement. This is a new area beyond Slater Dome and Nucla, and it brings drilling commitments.
material agreement
17 May
Effective May 10, 2006 the company bought 12.16 more Class A interests in Slater Dome Gathering, LLLP from Natural Resource Group Gathering, LLC, paying with a $608,194 subordinated convertible debenture (2.5%, due January 1, 2008, convertible at $2.00). It now owns 82.76% of the Class A interests and gets 74.487% of distributions before limited partners recover their capital and 62.07% after. The filing notes CEO Laird is a manager of the general partner's entity, so this is a related-party deal. It adds debt and potential dilution.
capital raising announcement

2005

1 Sept
On July 26, 2005 the company agreed to buy another $600,000 of Class A interests in Slater Dome Gathering, LLLP, bringing its total investment to $1,600,000 (after the earlier $1,000,000). It would own 82% of the Class A interests sold, or 53% if all 60 available interests are sold. The filing notes the company's President is an affiliate of the partnership. It also reports a 75,000-share option at $1.50 to a consultant and 3,750 shares at $1.20 to a company controlled by director Grant Gaeth for geologic consulting. It confirms the pipeline began carrying the company's gas in June 2005.
capital raising announcement
26 July
On July 22, 2005 the company raised $2,760,000 (gross and net) selling 92 units of 2.5% two-year convertible debentures, each convertible at $1.20 per share, with a three-year $2.00 warrant on 12,500 shares per unit. Placement agent Westminster received 184,000 shares and warrants; the company must register resale of the underlying shares. The press release says it began producing gas from six coalbed methane wells and one conventional well in early June 2005, which updates the earlier 'not producing' statement. This adds debt and potential dilution.
capital raising announcement
20 May
The company converted a $1,000,000 loan it had made into Class A limited partnership interests in Slater Dome Gathering, LLLP, the owner of an 18-mile gas pipeline, giving it at least a 30% partnership interest before payout and 25% after. It holds a 30% working interest in the Slater Dome/Coal Bank Draw Prospect (about 31,631 gross acres, third-party operated) with nine wells and one water disposal well, which are not yet producing; it expects to sell gas in the second calendar quarter of 2005.
material agreement
3 Mar
The final closing of the Series B offering on February 28, 2005 sold 164 units for $2,132,000 gross ($1,891,361 net). The attached press release says the full private placement totalled 247.5 units and $3,217,500 gross, placed by Westminster Securities, with proceeds for oil and gas development, working capital and possible acquisitions. The release names the Slater Dome coalbed methane project as the company's primary focus, alongside Nucla Prospect leases.
capital raising announcement

2004

29 Dec
The company closed the first sale of Series B Preferred units to accredited investors on December 23, 2004: 60 units at $13,000 for $780,000 gross ($683,070 net of placement agent costs). Each unit carries 12% preferred stock convertible at $0.65 per share and a three-year $1.50 warrant, so it adds cash but also a preferred dividend claim and potential dilution for common holders.
capital raising announcement
17 Nov
This finalises the terms left open in the McKey loan: her warrants (both the older Series A set and the new 75,000-share set) are now priced at $1.50 for three years, and the Series A Preferred conversion price drops from $2.68 to $0.65 per share. The company also created a new Series B 12% Cumulative Convertible Preferred (up to 36,036 shares, convertible at $0.65), ranked equally with Series A, and issued 60,000 common shares to two directors to cancel $45,000 of compensation accrued in the year ended February 28, 2003. Lower conversion and exercise prices mean more potential dilution for common holders.
capital raising announcement
5 Oct
The company borrowed $250,000 from Candace McKey (a 10%+ owner it disclosed in July) on August 30, 2004, at 18% interest, due on the earlier of receiving $2,000,000 in equity financing or August 31, 2005. The loan is secured by its subsidiary Skyline Resources' interest in the Robidoux oil and gas lease in Moffat County, Colorado, and McKey's warrants rise from 6,250 to 75,000 shares with terms still to be set; this is more dilution for shareholders.
debt financing