19 June 2012listing compliance notice▼ BadMajor
Oilsands Quest Inc's securities were notified for removal from listing and registration on its exchange.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 June 2012listing compliance notice▼ BadMajor
On June 1, 2012 the company applied to delist its shares from the NYSE MKT (the renamed NYSE Amex) and applied to list on the Canadian National Stock Exchange (CNSX), which would let shareholders trade again if approved; the company expects the delisting to take effect before the end of June 2012. This follows through on the possible delisting flagged in late 2011: the NYSE MKT had accepted a compliance plan with an extension to May 18, 2012, but the company had not regained compliance and was likely to be delisted. Trading remains halted, the CNSX listing is not assured, and the company remains under CCAA creditor protection with the TD Securities-assisted process to seek offers to acquire, restructure or recapitalize it still running, with no assurance of any transaction.
28 Mar 2012material agreement● NeutralMajor
On March 26, 2012 the company and its subsidiaries signed a CDN$2.85 million debtor-in-possession loan with Century Services, L.P., at 16% interest, maturing March 26, 2013 or earlier if creditor protection ends; fees include a CDN$75,000 facility fee and a CDN$85,500 minimum interest fee. The press release says the Eagles Nest sale to Cavalier closed March 23, 2012 for CDN$7.005 million, and that a US court approved settlement of the Make a Difference Foundation v. Hopkins derivative lawsuit. Shares remain halted. The company continues under creditor protection with no plan reported.
21 Mar 2012material agreement▲ GoodMajor
After Fama Capital defaulted, the company reopened the sale of the Eagles Nest asset and, on March 12, 2012, Township Petroleum agreed to sell it to Cavalier Energy Inc. for CDN$7,005,000, including a CDN$700,500 deposit already paid. The court approved the deal on March 15, 2012, and closing was expected by March 23, 2012. This replaces the failed Fama sale and brings in cash within the creditor-protection process.
29 Feb 2012material agreement● Neutral
This amendment only corrects two errors in the February 28 filing: the court approved the Fama sale agreement on February 22, 2012 (not 2011), and because the agreement terminated on February 27, 2012 it is no longer expected to close on March 23, 2012. It adds no new figures or events.
28 Feb 2012material agreement▼ BadMajor
The Alberta court approved on February 22, 2012 the sale of the Eagles Nest asset by subsidiary Township Petroleum to Fama Capital Ltd. for CDN$7,000,000, following a court-run bidding process in the CCAA case. However, the buyer did not pay the extra CDN$350,000 deposit due February 24, so the agreement terminated on February 27, 2012; only a CDN$50,000 deposit had been paid. The sale therefore did not go ahead on this agreement (note the filing's closing date of March 23 and the 2011 approval date are corrected in the next filing).
5 Dec 2011bankruptcy or receivership▼ BadMajor
On November 29, 2011 the company and several subsidiaries (Oilsands Quest Sask, Township Petroleum, Stripper Energy Services, 1291329 Alberta, Oilsands Quest Technology) filed for creditor protection under Canada's CCAA, with Ernst & Young as court-appointed monitor and a 30-day stay of creditors. The company says this followed a third party's notice on November 28 that it could not meet the terms of its letter of intent to buy Wallace Creek. The Socius agreement of October 17, 2011 was terminated automatically. NYSE Amex halted trading in BQI and may delist it. The company says the effect on shareholders will not be known until the restructuring ends, and that receivership or bankruptcy is likely if a plan is not approved.
19 Oct 2011capital raising announcement● NeutralMajor
On October 17, 2011 the company agreed with Socius CG II, Ltd. that, at its option over two years, it can require Socius to buy up to $12 million of redeemable Series C Preferred Stock in tranches. Socius also gets a warrant (initially $4.2 million divided by the closing bid price) and an additional investment right to buy common shares, plus commitment shares; Socius is capped at 9.99% ownership. This is another funding source after the July 2011 rights offering, and further share issuance would dilute existing holders. The filing mentions a letter of intent signed September 25, 2011 for sale of the Wallace Creek assets, which is excluded from the warrant's 'fundamental transaction' definition. Amounts actually drawn are not stated.
19 Aug 2011listing compliance notice● NeutralMajor
Oilsands Quest Inc's exchange filed to remove a class of its securities from listing.
22 July 2011material agreement▼ BadMajor
On July 18, 2011 (amended July 20) the company hired Knight Capital Americas as dealer manager for a rights offering of about US$60 million at US$0.20 per share, a 40% discount to the July 18 closing price. Holders of record on July 28, 2011 get 0.861 rights per share (300,000,000 rights in total); those who do not take part see their percentage ownership fall. The company says proceeds are for the Axe Lake SAGD pilot, the Wallace Creek project, the core hole re-abandonment program and general purposes. It also says it converted parts of the Axe Lake permits to 15-year leases (announced July 15, 2011) and that there is no assurance it can raise enough funds. Knight's fee is $1,425,000 if fully subscribed. Garth Wong now signs as President and CEO. Result of the offering is not reported here.
21 Jan 2011material agreement▼ BadMajor
On January 14, 2011 the company signed an equity distribution agreement with Knight Capital Americas allowing it to sell up to US$20 million of common stock at market prices on NYSE Amex over 12 months, with a 4% commission. The company says proceeds will fund re-abandonment of about 26 core holes in the Axe Lake area and general purposes. It is not obliged to sell any shares, so how much is raised is open.
3 Nov 2010material agreement▼ BadMajor
On October 28, 2010 the company signed an agency agreement with TD Securities for a best-efforts offering of up to 20,780,900 common shares at US$0.45 and 5,760,000 flow-through shares at Cnd$0.51435. A second agreement on November 1 added up to 1,360,900 flow-through shares. A press release says commitments of US$12.2 million came from existing institutional shareholders, after the offering was re-priced from an initial US$0.48 common / CDN$0.59 flow-through; the company may raise it to US$15 million. Fees total US$511,084 and Cnd$219,758, and there is a 90-day lock-up after closing. The price is well below the US$0.85 of May 2010, so this is a further dilutive raise at a lower price. Closing is not reported in this filing.
22 July 2010listing compliance notice▼ Bad
Oilsands Quest Inc withdrew a registration statement, abandoning the offering it covered.
14 May 2010capital raising announcement● NeutralMajor
On May 13, 2010 the company announced it closed the private placement announced April 29. It issued about 19.7 million shares to existing institutional shareholders for about US$18.2 million gross: 10.5 million flow-through shares at CDN$1.00 and about 9.2 million common shares at US$0.85. This resolves the pending closing.
What it means for a shareholder
9.2m new shares at US$0.850 to raise about US$7.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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5 May 2010capital raising announcement▼ BadMajor
On April 29, 2010 the company agreed to sell 9,188,059 shares at US$0.85 and 10,500,000 flow-through shares at US$0.995 in a non-brokered private placement, for about US$18.3 million gross. Closing was expected around May 10, 2010, subject to NYSE Amex approval. The press release says proceeds go to work commitments on existing leases and preparation for a planned SAGD test at Test Site 1 later in 2010. This is another share sale that dilutes existing holders; the US$0.85 price matches the April 2009 unit offering price.
What it means for a shareholder
9.2m new shares at US$0.850 to raise about US$7.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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23 Dec 2009capital raising announcement● Neutral
On December 23, 2009 the company announced the December placement closed, upsized from 8.57 million to 9.71 million shares at US$1.05, for gross proceeds of US$10.2 million. This resolves the pending closing and issues about 1.14 million more shares than first announced.
What it means for a shareholder
9.7m new shares at US$1.05 to raise about US$10.2m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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18 Dec 2009capital raising announcement● NeutralMajor
On December 16, 2009 the company agreed to sell 8,571,443 shares at US$1.05 to accredited investors for about US$9 million in a private placement. Closing was expected around December 22, 2009, subject to NYSE Amex approval. This is another dilutive raise at a price well below the 2008 placements.
What it means for a shareholder
8.6m new shares at US$1.05 to raise about US$9.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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11 Dec 2009listing compliance notice● NeutralMajor
Oilsands Quest Inc's exchange filed to remove a class of its securities from listing.
27 Nov 2009financial restatement▼ Bad
On November 27, 2009 the Audit Committee concluded the quarter ended July 31, 2009 will be restated, to correct stock compensation expense for options forfeited by employees who left the company. The company says cash flows and the resource base are unaffected. It adds a second restatement to the July 2009 one, though a different issue and period.
28 July 2009financial restatement● Neutral
This amendment only corrects an EDGAR submission error: the July 17, 2009 8-K was not tagged as Item 4.02. It makes no other content changes, so it carries no new substance beyond the restatement announcement already reported.
17 July 2009auditor change▼ BadMajor
On July 14, 2009 the Audit Committee said financial statements for the years ended April 30, 2007 and 2008 and quarters from July 2007 to January 2009 will be restated and should not be relied on, along with the earlier auditors' reports (Pannell Kerr Forster for 2007, KPMG for 2008). The change concerns how the August 2006 purchase of the remaining 35.92% of OQI Sask was valued, by excluding OQI Sask options from the price paid. The company says cash flows and the resource base are unaffected, and the 10-K for April 30, 2009 was delayed to July 29. The filing itself raises risks including delisting and shareholder litigation.
12 May 2009listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Oilsands Quest Inc's securities for listing, clearing them to begin trading.
1 May 2009material agreement▼ BadMajor
On April 30, 2009 the company signed an agency agreement with Genuity, TD Securities, Canaccord, Dundee and RBC to sell up to 30,500,000 units at US$0.85 (US$25,925,000 total). Each unit has one share and a half-warrant exercisable at US$1.10 for two years, with agent fees of US$1,296,250 and a 15% over-allotment option. The price is far below the US$3.50 and US$4.20 paid in the 2008 placements, so this is heavily dilutive for existing holders (inference: the lower price reflects a fall in the share price since 2008).
7 Oct 2008capital raising announcement● NeutralMajor
On October 3, 2008 both flow-through placements closed. The UTA placement issued 6,008,156 shares at CDN$3.675 (5,142,857 to UTA-linked funds, 865,299 to company affiliates and employees) for CDN$22.1 million. The underwritten placement issued 4,800,000 shares for CDN$17.6 million, with CDN$970,200 in underwriter fees (TD Securities led). Both were sold to non-U.S. persons and are unregistered, which resolves the open question of whether the UTA deal would close.
What it means for a shareholder
6.0m new shares at C$3.67 to raise about C$22.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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25 Sept 2008capital raising announcement● NeutralMajor
On September 23, 2008 the company agreed a second, underwritten flow-through placement of 3,266,000 shares at CDN$3.675 (US$3.50), then raised it to 4,800,000 shares after oversubscription, for CDN$17.6 million gross. It is on top of the September 22 UTA placement (now described as up to 6,642,857 shares, up to US$23.3 million), and closing is expected around October 3, 2008 subject to American Stock Exchange approval. Proceeds are for Canadian exploration expenses; more shares at the same US$3.50 price below May's US$4.20 add to dilution.
What it means for a shareholder
3.3m new shares at C$3.67 to raise about C$17.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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23 Sept 2008capital raising announcement● NeutralMajor
On September 22, 2008 the company announced a non-brokered flow-through placement of 5,142,857 shares at $3.50 (about $18.0 million) to funds managed by or affiliated with UTA Asset Management, with up to 1,500,000 more (up to $5.25 million) for affiliates and employees. Closing is expected around September 26, 2008, subject to American Stock Exchange approval. The price is below the $4.20 paid in May 2008. Proceeds are to fund Canadian exploration expenses.
What it means for a shareholder
5.1m new shares at $3.50 to raise about $18.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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30 May 2008capital raising announcement● NeutralMajor
The private placement announced May 12 closed on May 23, 2008: 12,976,761 shares at US$4.20 for about US$54.5 million, with TD Securities as lead agent and US$1,225,120 in fees. Shares were sold to non-U.S. persons and are unregistered.
What it means for a shareholder
13.0m new shares at US$4.20 to raise about US$54.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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12 May 2008capital raising announcement● NeutralMajor
On May 12, 2008 the company announced commitments for a private placement of 12,976,761 shares at $4.20, about $54.5 million, expected to close around May 28, 2008 subject to American Stock Exchange approval.
What it means for a shareholder
13.0m new shares at $4.20 to raise about $54.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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5 Dec 2007listing compliance notice▲ GoodMajor
the American Stock Exchange certified Oilsands Quest Inc's securities for listing, clearing them to begin trading.
5 Dec 2007material agreement● NeutralMajor
On December 5, 2007 the company closed a marketed public offering of units (shares plus warrants) and signed a Warrant Indenture with Computershare. It issued 5,500,000 warrants, with up to 825,000 more if underwriters use their overallotment option, each buying one share at US$6.75 until December 5, 2009. The filing gives no share count or proceeds for the offering itself.