Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
