Past year: ▼ 60%(18.0c – 55.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
19 Nov 2007auditor change● Neutral
This amendment changes the reason for the auditor change: PKF wished to resign, citing no Calgary office and the extra resources needed to serve the company, rather than being simply replaced. KPMG LLP's appointment stands, and the filing again reports no disagreements and no adverse opinions.
14 Nov 2007auditor change● Neutral
On November 13, 2007 the company replaced its auditor Pannell Kerr Forster (PKF) with KPMG LLP. The filing says PKF's reports for the past two years had no adverse opinion and there were no disagreements.
4 May 2007capital raising announcement▼ BadMajor
On May 3, 2007 the company closed the sale of 13,900,000 common shares at US$2.75 (gross US$38,225,000), with fees of US$2,197,938; the price falls to US$2.50 if a resale registration is not filed by July 2, 2007. It also amended the March 2007 flow-through deal, cutting the price from Cdn. $5.64 to Cdn. $3.85 (adjusted price Cdn. $3.50), with underwriters paying the company the difference; 2,164,166 flow-through shares closed for Cdn. $8,332,039 plus a Cdn. $3,873,857 payment from the underwriters. The much lower prices mean more shares issued per dollar raised than in March.
What it means for a shareholder
13.9m new shares at US$2.75 to raise about US$38.2m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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19 Apr 2007financial restatement● NeutralMajor
The board determined on March 13, 2007 that the quarter ended Oct 31, 2006 financials should not be relied on, and they were restated (filed March 16, 2007). Some subsidiary-level stock compensation and consulting expenses were removed because their cost was already in the price paid for the OQI minority interest, so the reported net loss and loss per share fall. It also notes press releases of April 17 and 18, 2007 announcing a proposed unregistered share offering, with no terms given in the filing itself.
23 Mar 2007asset acquisition disposition● NeutralMajor
The company opened a non-revolving Cdn. $30 million credit line with Toronto-Dominion Bank, repayable October 31, 2007, and drew Cdn. $25 million on March 21, 2007. The money bought four blocks of Alberta oil sands exploration permits (27,136 hectares) next to its Axe Lake Discovery lands in Saskatchewan, for US$21,657,699 (Cdn. $25,075,488). This is its first reported debt facility since 2005, and its first Alberta permits in this record apart from the south half of Township 92 bid in August 2006.
8 Mar 2007capital raising announcement● NeutralMajor
On March 6, 2007 the company agreed with underwriters to sell up to 5,320,000 flow-through shares at $4.82 (Cdn. $5.64), up to $25,642,400 gross, and closed 3,097,534 of them for $14,930,114. The price drops to Cdn. $5.13 (paid as extra shares) if a resale registration statement is not filed by May 5, 2007, adding to shareholder dilution. It also reports shares issued from option exercises (500,000) and warrant exercises (644,459) between Dec 2006 and Feb 2007.
27 Oct 2006asset acquisition disposition● Neutral
This amendment re-files the details of the Aug 14, 2006 reorganization, in which CanWest went from 64.08% to 100% voting ownership of Oilsands Quest Inc. (OQI). Other OQI holders received Exchangeable Shares at 8.23 per OQI share, exchangeable one-for-one into CanWest common stock; up to 76,504,304 CanWest shares may be issued, 57,349,388 at closing. It also repeats the C$20,000,000 Stripper Energy purchase (the 2.5% royalty on OQI's Saskatchewan permits) and the 3.9 million-share offering at $3.80, later 4,150,000 shares for $15,770,000, and attaches OQI financial statements and pro forma statements. Financial advisors were paid a $1,590,528 success fee by CanWest, plus 288,050 Exchangeable Shares and $353,450 from OQI.
12 Oct 2006material agreement● Neutral
Erdal Yildirim signed an employment agreement, effective October 2, 2006, as Executive Vice President, Project Development, at a base salary of $221,932 (C$250,000), with incentive plan and stock option participation. If the company ends his employment without cause or on a change in control, he gets lump sums based on salary, benefits and past bonuses over a notice period.
24 Aug 2006listing compliance notice▲ Good
The company announced that its common stock began trading on the American Stock Exchange on August 24, 2006, a transfer of listing from the OTC bulletin board (the board's CWPC listing is mentioned in the June release). The filing gives no other terms.
23 Aug 2006listing compliance notice▲ GoodMajor
the American Stock Exchange certified Oilsands Quest Inc's securities for listing, clearing them to begin trading.
21 Aug 2006material agreement▲ GoodMajor
On August 15, 2006 the company's subsidiary Township Petroleum closed the purchase of all shares of Stripper Energy Services for C$20,000,000 (US$17,850,768), including an earlier C$1,250,000 option payment. Stripper owns the 2.5% gross overriding royalty on OQI's Saskatchewan permit lands, so the company now holds that royalty through Township. This completes the royalty purchase funded by the August 14 share sale and removes a royalty owed to an outside party on OQI's lands.
17 Aug 2006asset acquisition disposition● NeutralMajor
On August 14, 2006 the company closed the OQI reorganization, going from 59.5% to 100% ownership; other OQI holders received exchangeable shares at 8.23 per OQI share (not the 7.95 first announced), convertible into an aggregate of 76,504,302 CanWest shares. It also raised $14,820,000 by selling 3.9 million shares at $3.80 to buy Stripper Energy Services, which holds the 2.5% gross overriding royalty on OQI's Saskatchewan lands, and replaced much of the board and management with OQI's team (Hopkins as CEO and President, Hirji as CFO, Wilson as Executive Chairman). This completes the buyout begun in June, with large dilution to existing shareholders.
10 July 2006capital raising announcement● NeutralMajor
The company completed a private placement of 5,668,100 flow-through shares at C$6.60 for gross proceeds of C$37,409,460, paying C$2,057,520 in agent fees. The proceeds subscribe for OQI flow-through shares, with OQI renouncing qualifying expenditures to the company. The price falls to C$6.00, paid as 0.1 extra share per share, if the company is not an Alberta reporting issuer within 60 days of closing.
14 June 2006asset acquisition disposition● NeutralMajor
On June 9, 2006 the company agreed to buy out the minority holders of its subsidiary Oilsands Quest Inc. (OQI), in which it owns 59.5% on a fully diluted basis; OQI holds exploration permits over 508,000 net acres in northwest Saskatchewan. Other OQI holders would swap each share for 7.95 exchangeable shares, exchangeable one-for-one into CanWest stock, for approximately 73.9 million CanWest shares in total, which would substantially dilute existing CanWest holders. The press release says the deal needs OQI shareholder and regulatory approval and is expected to close August 14, 2006.
28 Dec 2005capital raising announcement● NeutralMajor
On December 12, 2005 the company closed a placement of 15,068,000 units at $1.50 for gross proceeds of $22,602,000, each unit being one share plus one warrant (two warrants buy one share at $2.00 for two years). Under a November 25, 2005 Financing Agreement it will pay $13,025,000 (C$15,000,000) for more shares of its subsidiary Oilsands Quest Inc. (OQI), raising its stake to 68.48%, with the money going to a Phase Two drilling program of about 125 core holes on Firebag East. It also agreed to buy 571,428 OQI shares and warrants from Dynamic Power Hedge Fund for C$5,714,280 plus 1,500,000 of its own warrants, agreed to issue 3.2 million shares to financial advisors, and issued more shares on debenture conversions and warrant exercises, so existing holders are diluted further and the company is now channelling money into OQI.
5 Dec 2005capital raising announcement● Neutral
Effective October 18, 2005, the board was expanded to three members and Romeo D'Angela was appointed to fill the new seat. The company first called him independent in an October 17 press release but now says he would not count as independent under Nasdaq rules, because he and his entities bought the company's 8% convertible notes in the August-September 2005 private placement (Novadan Capital Ltd. also received an $85,487 finder's fee). He and his entities hold notes convertible into shares and warrants at $0.55 and $1.30, as listed in the filing's table.
5 Dec 2005capital raising announcement▼ BadMajor
This lists share issues between August and November 2005: warrant exercises (many cashless), conversions of 7% debentures, debt-settlement shares, bonus and commission shares from a private placement, and 2,333,333 shares to Larry Thompson plus 100,000 to Waterville Investment Research under settlements. These include 600,000 shares for $363,150 of debt owed by Western Petrochemicals, shares tied to the Anhydride settlement, and 1,500,000 shares to Monarch Capital Funds on warrant exercise at $0.55. Share count increases and existing holders are diluted, and some of the 2005 convertible notes appear to be converting.
11 Aug 2005material agreement● Neutral
This second amendment says it corrects the effective date of the Triple 7 joint venture agreement to August 9, 2004, which conflicts with the original filing's June 1, 2005 date and with the text's own August 9, 2005 signing date; this looks like a possible typo, but the filing does not say so. The payment and royalty terms are unchanged.
11 Aug 2005capital raising announcement▼ BadMajor
This second amendment corrects the June 2005 $2,000,000 note terms: notes can also convert at 70% of the average of the five lowest closing bids in the ten trading days before the conversion notice, and Class B warrants are now one per $0.80 invested (not $1.00). The change makes conversion potentially more dilutive and gives noteholders more warrants than first reported.
11 Aug 2005material agreement● Neutral
This amendment restates the Triple 7 joint venture terms 'to clarify' them, in more general wording (leases in Alberta, with the specific Athabasca Crown sale details left out). The payment figures are unchanged.
10 Aug 2005material agreement● NeutralMajor
On August 9, 2005 CanWest and its subsidiary Township Petroleum entered a joint venture with Triple 7 Energy, West Peak Ventures of Canada and Dr. Michael Ranger to bid on Athabasca oil sands leases at the August 24, 2005 Alberta Crown sale. If leases are acquired, CanWest owes C$150,000 in shares, C$150,000 on each of the first two anniversaries, C$450,000 per retained parcel at year three, C$6,000,000 when a commercial project starts construction, and a royalty of C$0.03 per barrel or C$450,000 a year, whichever is greater. This is a new oil sands thread.
10 June 2005capital raising announcement● NeutralMajor
The company issued $2,000,000 of 7% convertible notes with Class A ($0.55) and Class B ($1.50) two-year warrants, plus a 500,000-share finder's warrant at $0.45 and a 10% cash commission. The notes convert at the lesser of $0.60 or a discount-to-market formula, carry anti-dilution protection and penalties for late registration, and require monthly payments (first four months accrued until October 2005). This brings in cash but adds debt and potential dilution.
10 June 2005capital raising announcement● Neutral
This amendment restates the $2,000,000 7% convertible note financing with the same terms, now giving the issue date as June 10 rather than June 9, 2005. Later amendments change the terms again.
29 Nov 2004capital raising announcement▼ BadMajor
The company changed its name from Uranium Power Corporation to CanWest Petroleum Corporation (effective November 2, 2004, new symbol CWPC) and shareholders approved raising authorized common shares from 40,000,000 to 100,000,000. It also listed many share issues from October to November 2004 (debenture conversions, warrant exercises, bonus shares, and shares tied to the Anhydride Petroleum Limited Partnership property purchase), and cut the exercise price of warrants tied to the January and March 2004 convertible debentures from $0.35 to $0.20 after investors claimed penalties over a delayed registration statement. Share count rises and existing holders are diluted.
13 Oct 2004material agreement● NeutralMajor
On September 29, 2004 the company, through subsidiary 808099 Alberta Ltd., paid C$1,000,000 to Powermax Energy for a 49% interest in petroleum and natural gas rights in the Firebag Area of Saskatchewan, for exploration. It also granted Stripper Energy Services a 2.5% gross overriding royalty on all petroleum substances produced; this is the company's first Canadian exploration land position in these filings.
12 Dec 2002asset acquisition disposition● Neutral
This amendment repeats the April 30, 2002 Anhydride Petroleum (USA) acquisition terms and adds the financial statement reference (to the 10-KSB filed September 11, 2002) and an auditor consent. It adds no new deal terms.
15 May 2002asset acquisition disposition● NeutralMajor
On April 30, 2002 the company (then called Uranium Power Corporation) bought Anhydride Petroleum (USA), Inc. from October Sun, paying 3,950,000 new shares, a warrant for 500,000 shares at $0.01 expiring April 30, 2003, and a $100,000 demand note. It also issued further warrants and options to Hodgkinson Equities, Robert Edwards and 858642 Alberta Ltd., and committed up to $60,000 toward completing or abandoning certain petroleum wells; existing shareholders are diluted by the new shares.
