Each one in plain English, with the numbers worked through for a shareholder.
23 Feb 2007asset acquisition disposition● Neutral
This amendment supplies the financial statements promised for the December 2006 Cedar Ridge acquisition of the Slater Dome interests. The acquired properties had 2005 oil and gas sales of $98,234 against operating expenses of $946,122, a net loss of $847,888 (2004 loss $140,553); the statements were audited by Stark Winter Schenkein & Co., LLP, with pro forma figures for the company also included. It also clarifies the timeline: the deal closed in escrow November 30, 2006, the price was paid December 4, and completion was effective December 14, 2006. This fulfils the pending filing obligation from the acquisition and changes nothing about the deal terms.
Wellington Management Company, LLP reported a NEW FRONTIER ENERGY INC shareholding of 399,888 shares (6.35% of votes) in a periodic institutional filing.
22 Jan 2007capital raising announcement● NeutralMajor
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.
This second amendment corrects the placement agent warrants for the December 29, 2006 Series C closing to 201,429 shares at $1.05, 201,429 at $1.50 and 100,717 at $2.00, about a tenth of the numbers first reported. The rest of the $2,165,000 raise is unchanged.
What it means for a shareholder
201,429 new shares at US$1.05 to raise about US$211,500. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment corrects the gross proceeds of the December 29, 2006 Series C closing to $2,165,000 (43.3 units), not $10,000,000; net proceeds were $2,164,975 after $169,225 of commissions and expenses as stated. The placement agent warrant counts in this version were still the uncorrected larger numbers.
4 Jan 2007capital raising announcement● NeutralMajor
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.
This amendment corrects the earlier report: the 200-unit, $10,000,000 Series C sale closed on December 1, 2006 (not November 30), with the buyer named as Iris Energy Holdings Limited. It also changes the board right: Aviel Faliks, who the company had already agreed to appoint, is no longer deemed one of Iris's appointees (agreed around December 13, 2006). No new money or securities are added.
15 Dec 2006asset acquisition disposition▲ GoodMajor
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.
7 Dec 2006capital raising announcement● NeutralMajor
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).
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).
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.
Effective July 21, 2006 the company bought a 15% working interest (13.125% net revenue interest) in 15,049 gross acres in Routt County, Colorado from Infinity Oil & Gas of Wyoming for $35,966.79. The press release says the acreage is next to Slater Dome and that Clayton Williams, owner of the other 85% of the shallow rights, is drilling a test well. It is a small purchase whose value depends on that well's result.
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.
17 May 2006capital raising announcement● NeutralMajor
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.
Effective February 28, 2006 the company issued 4,429 shares (about $2.39 each, $10,596 of accrued geophysical fees) to a consultant. It also issued 200,000 warrants at $2.00 (expiring Feb 28, 2010) to a shareholder in settlement of a contractual dispute, and 100,000 warrants at $2.75 (expiring Feb 22, 2009) to a financial public relations firm. These add potential dilution; the filing gives no details of the dispute.
John P. O'Shea, IRA FBO John P. O'Shea, Westminster Securities Corporation disclosed a new substantial NEW FRONTIER ENERGY INC shareholding (8.02% of votes).
Wellington Global Holdings, Ltd. Not Applicable reported a NEW FRONTIER ENERGY INC shareholding of 150,000 shares (3.69% of votes) in a periodic institutional filing.
J. Caird Partners, L.P, Wellington Hedge Management, LLC, Wellington Hedge Management, Inc reported a NEW FRONTIER ENERGY INC shareholding of 150,000 shares (3.69% of votes) in a periodic institutional filing.
Wellington Management Company, LLP reported a NEW FRONTIER ENERGY INC shareholding of 375,000 shares (8.74% of votes) in a periodic institutional filing.
