Each one in plain English, with the numbers worked through for a shareholder.
27 July 2005material agreement● Neutral
On July 26, 2005 the compensation committee finalized awards of 800,000 performance share units (160,000 to directors) under the 2005 incentive plan, measured January 1, 2005 to December 31, 2007. Payouts in stock depend on production, reserves, cost, management efficiency and share price targets; the CEO Karl Arleth got 150,000 base units (300,000 at stretch). Paying out these units would mean issuing new shares to executives and directors (inference: dilution for existing holders).
5 July 2005asset acquisition disposition● NeutralMajor
On June 30, 2005 the company closed the third and final tranche of the ATEC/Apollo purchase: about 17,364 acres for roughly $277,818 cash, 39,688 shares and warrants for 19,844 shares at $1.75. This completes the Eastern DJ Basin deal at about 180,671.5 acres for about $2,890,744 cash plus 412,963 shares and 206,482 warrants. The filing is made under the name Teton Energy Corporation, a name change from Teton Petroleum Company that the filing itself does not explain.
3 June 2005asset acquisition disposition● NeutralMajor
On May 27, 2005 the company closed the second tranche of the ATEC/Apollo purchase: 40,273 more Eastern DJ Basin acres for $644,371 cash, 92,053 unregistered shares and warrants for 46,027 shares at $1.75. Total so far is 163,308 acres for $2,612,926 plus 373,276 shares and 186,638 warrants; about 17,000 acres remain, expected by end of June 2005.
This amendment fills in details left out of the April 14 filing: the sellers are ATEC Energy Ventures and Apollo Energy, and the cash paid for the first 123,035 acres was $1,968,555 (including $322,354 earnest money and $25,000 option fee). The press release says the company has reinvested about $8 million since the start of the year of proceeds from selling its Russian operations in July 2004, and has enough cash for its 2005 Piceance and Eastern DJ Basin programs without raising capital.
On April 14, 2005 the company closed the first part of the pending acreage purchase announced in December 2004 and January 2005: leases on 123,034.66 acres in the Eastern Denver-Julesburg Basin (82.3% net revenue interest), paid with cash, 281,223 new unregistered shares and warrants for 140,611 shares at $1.75. About 57,000 more acres are expected in two further closings by end of May and June 2005; the company waived its right to terminate over the 138,063-acre minimum. Cash and counterparty were redacted in this filing.
On February 15, 2005 the company bought a 25% interest in Piceance Gas Resources, LLC from PGR Partners, which owns about 6,300 acres in Colorado's Piceance Basin, for $5.25 million cash, 450,000 unregistered shares and warrants for 200,000 shares at $2.00 for five years. The press release says the venture's 2005 program calls for at least 8 wells, and that this deal is separate from the pending North American acreage purchase.
On January 5, 2005 the company signed a binding purchase and sale agreement replacing the December 2004 letter of intent, paying $322,354 in earnest money (refundable if it terminates because clean-title acreage is under 138,063 acres). Closing is expected on or before April 15, 2005, subject to due diligence; price, seller and location details remain redacted.
On December 17, 2004 the company paid a nonrefundable $25,000 for an option to buy oil and gas leases in North America (counterparty, price and acreage location are redacted in the filing). If exercised, part of the price would be paid in shares valued at $1.75 each plus warrants; the company can walk away if clean-title acreage is under 138,063 acres, and it expects to close around April 15, 2005, subject to due diligence and board approval.
