Each one in plain English, with the numbers worked through for a shareholder.
25 Aug 2005capital raising announcement▲ GoodMajor
Surge raised just $300,000 at $1.00 a share, and every buyer was an existing investor or a director - Fritz, Idziszek, Vandergrift, Gersh and Plaksin. More significantly, holders of $1.71 million of convertible notes agreed to convert on the same terms, clearing the debt taken on to fund Sawn Lake.
24 Mar 2005capital raising announcement● NeutralMajor
Surge closed a $1,575,000 6% convertible note with one accredited investor on March 21, 2005, issuing 787,500 warrants as well. The note converts at $2.25 a share and matures in one year or 30 days after a financing above $5 million, whichever is earlier.
Surge got its first real operating asset: a farm-out with Deep Well Oil & Gas and Northern Alberta Oil at Sawn Lake in Alberta, where drilling a test well within 150 days at its own cost would earn it half their working interest, building towards 40% of 63 sections. Ambitious for a company with almost no cash - and the drilling deadline is the risk.
Duncan Hill, Inc., William L. Miller reported a Surge Global Energy, Inc. shareholding of 772,100 shares (3.30% of votes) in a periodic institutional filing.
This second amendment restates the December 16, 2004 tobacco exit: the sale to Zenvesco (a William Miller affiliate) closed on December 16, 2004 for $100 plus Zenvesco assuming the tobacco liabilities (about $280,000 per the pro forma). It adds pro forma accounts and final agreements, and confirms Miller's side: about $523,000 of debts released or assumed, $250,000 payable to him, his 400,000 options and warrants cancelled, 200,000 of his shares pledged as security, and his affiliate Duncan Hill swapping all 6,100,000 preferred shares for 6,100 common shares. Miller now holds about 6.4% (1,472,100 shares), which the filing says may be deemed a change in control. The filing lists holders over 5%: Steven Heard 17%, Frederick Berndt 15%, Schloss 10%, Idziszek 7%, Perez 6%. Pro forma, the September 30, 2004 deficit in equity of $671,347 becomes positive equity of $286,406.
On December 16, 2004 the company sold off its remaining tobacco business, including the Monarch and PK subsidiaries, to Zenvesco, a company tied to former CEO William L. Miller, for $100 and the buyer assuming the tobacco liabilities. Miller released about $523,000 of claims and debts under a separation deal, and the company agreed to pay him $250,000 on the later of 90 days or raising at least $500,000 in equity. His 400,000 options and warrants are cancelled, and his affiliate Duncan Hill will hand back 5,000,000 Series A and 1,100,000 Series B preferred shares and waive accrued dividends in exchange for 6,100 common shares. This completes the exit from tobacco begun with the 2002 Phillips & King shutdown.
17 Dec 2004asset acquisition disposition● NeutralMajor
As Surge Global Energy, the company reports that on December 7, 2004 it acquired 17.52% of Cynthia Holdings Ltd., which has rights to mineral rights in the Santa Rosa Dome Concession in Argentina. It paid US$600,000 plus 1,000,000 shares to Irie Isle, a subsidiary of Oromin Explorations, whose chairman Chet Idziszek is a Surge director. It may reach 50% by paying CDN$2,376,450 more, and says it will need significant additional cash that may not be available. E. Jamie Schloss was also named acting CFO with a 400,000-share option at $0.65, and Fred Kelly is CEO with David Perez as COO and Chairman. This is the oil and gas business that replaced the tobacco business.
Surge shed the last of its past, selling the entire tobacco and smoking-accessories business back to former chief executive William Miller's own companies. The Havana Group was now gone in substance as well as in name.
14 Dec 2004asset acquisition disposition● NeutralMajor
Surge acquired 17.52% of Cynthia Holdings, which holds rights to the Santa Rosa Dome in Argentina, from a unit of Oromin Explorations, which is chaired by Surge director Chet Idziszek. Two days later, on December 9, director E. Jamie Schloss became acting CFO.
The board handed out options at $0.65 to director Gary Vandergrift and consultant Dan Schreiber, and took an option over 700,000 of Schloss's own shares - housekeeping around a share price that was, for the moment, holding up.
19 Oct 2004director officer appointment● NeutralMajor
Newly renamed Surge Global Energy obtained a right of first refusal on all prospects of Calgary-based Dynamo Energy until October 2009, and sold 300,000 shares at $0.65 to fund working capital. E. Jamie Schloss agreed to join the board.