Past year: ▼ 94%(1.00c – 22.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
9 Aug 2012bankruptcy or receivership▼ BadMajor
Tri-Valley, its two operating subsidiaries and the TVC Opus I Drilling Program filed Chapter 11 in Delaware on 7 August 2012, days after the Gamble trust allowed an extra $294,258 over-line borrowing. The filing was a further event of default, making the $7.2 million owed to the trust immediately due.
14 June 2012listing compliance notice▼ BadMajor
TRI VALLEY CORP's securities were notified for removal from listing and registration on its exchange.
4 June 2012listing compliance notice▼ BadMajor
The board voted to delist voluntarily from NYSE Amex, with trading expected to end around 25 June, because an ongoing SEC inquiry and unresolved OPUS claims made a compliance plan impracticable. It also took a $1.35 million uncommitted Gamble trust line, with advances at the trust's sole discretion, and retained FTI Consulting.
7 May 2012debt default or forbearance▼ BadMajor
Papered the April loan as a second secured note with a warrant struck at $0.10, and in the same filing admitted it was already in default on the March note for missing one month's interest and for being unable to pay its debts as they fell due. The Gamble trust, owed $4.98 million, reserved every remedy including immediate acceleration; a separate newsletter went to the OPUS drilling partners about settling their claims.
2 May 2012listing compliance notice▼ BadMajor
NYSE Amex issued a third deficiency notice and, for the first time, cited not just the $6 million equity shortfall but the rule covering losses so large relative to resources that the exchange doubts a company can continue. Equity was $4.4 million; the objection had moved from a number to the viability of the business.
9 Apr 2012debt financing▼ BadMajor
Borrowed another $1.5 million from the Gamble trust at 14% on the same collateral, and spent all of it settling the Hansen lawsuit in Ventura County. New money was no longer buying wells, it was paying off litigation.
5 Apr 2012debt financing▼ BadMajor
Converted the chairman's three demand loans into a $3.3 million senior secured note due April 2013, plus a warrant over 3 million shares at $0.19 and, permanently, 2% of the oil revenue from Claflin and 1% from every other lease. Gamble had by then stepped down as chairman in November 2011, so the company's largest creditor was no longer even at the board table, and it had signed away a slice of its best asset's revenue for good.
17 Nov 2011debt financing▼ BadMajor
Gamble lent a further $2 million through his family trust at 14%, on condition all $3.15 million be rolled into a secured senior note backed by pledges of both operating subsidiaries, a lien over Claflin and royalty rights on top. An unsecured board member had become a secured creditor with a claim on the company's core asset; the Oxnard leases were deliberately kept out of the collateral.
24 Oct 2011financial restatement▼ BadMajor
Said the 2010 annual report and four quarterly reports could no longer be relied on. The April 2010 offering was overvalued by $6.5 million, its reset warrants should have been liabilities with $1.8 million of losses, and $1.7 million of steam generators bought from the TVC OPUS 1 partnership were never recorded.
19 Oct 2011debt financing▼ BadMajor
Chairman G. Thomas Gamble lent the company $150,000 in August and $1 million in October, both repayable the moment he asked and the second at 14% interest. Two at-the-market programmes and a $5 million placement earlier in the year had not been enough; working capital now came from the boardroom on demand terms.
8 July 2011material agreement▲ GoodMajor
Signed the definitive Richardson agreement with US Gold and banked the first $200,000 option payment, with $100,000 due on each anniversary. Confirms the May letter of intent and brings in the company's first outside project money in over a year.
3 June 2011material agreement▲ GoodMajor
Select Resources agreed in principle to let US Gold spend up to $5 million and drill 30,000 feet at the Richardson gold project in Alaska to earn 60% of it. Someone else would pay to test the ground, and Tri-Valley kept 100% if US Gold walked away, which was the right structure for a company that could not fund exploration itself.
21 Apr 2011capital raising announcement● NeutralMajor
Raised $5.0 million gross, $4.7 million after fees, placing 10.1 million shares at $0.50. It matched the April 2010 raise in dollars but cost nearly three times as many shares, and came with penalty payments of 1% a month if the resale registration slipped.
What it means for a shareholder
10.1m new shares at $0.500 to raise about $5.0m. That's 18% dilution: every existing holder's slice gets 18% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.00447% to 0.00365% of the company. To keep it you'd need 452 more shares - about $226 at the issue price.
Create a free account to see this worked out for your own holding.
4 Feb 2011material agreement● Neutral
Added a second $3 million at-the-market programme with C. K. Cooper, doubling the authorised drip-sale to $6 million, with the same $2 million earmarked for Claflin. Three months after the first programme, the funding need had not eased.
7 Jan 2011material agreement▲ Good
Cancelled the last 600,942 April 2010 warrants held by two institutions for 230,000 shares, clearing the overhang from that offering completely.
5 Jan 2011capital raising announcement● Neutral
Issued another $835,000 of the 10% preferred stock to five investors to settle what it still owed for Great Valley Production Services, extending the debt-for-preferred swap done with the chairman three months earlier.
3 Jan 2011material agreement▲ Good
Bought back the dangerous half of the April 2010 deal: an institutional investor cancelled warrants over 2.1 million shares, and its right to take half of any future financing, in exchange for 1.2 million shares. Cheaper in shares than letting the reset warrants run.
27 Dec 2010asset acquisition disposition● NeutralMajor
Sold the Admiral Calder quarry in Alaska to Columbia River Carbonates for $2.5 million cash, five years after buying it for $3 million and never restarting production. With the Tri-Western sale in 2006 this ends the calcium carbonate business entirely.
22 Oct 2010material agreement● Neutral
Set up a $3 million at-the-market share selling programme through broker C. K. Cooper, mostly earmarked for Claflin development. Selling stock steadily into the open market, rather than in blocks to named investors, marks the point where identifiable backers had run out.
6 Oct 2010capital raising announcement● NeutralMajor
Chairman G. Thomas Gamble swapped $3.55 million the company owed him, an $850,000 loan and $2.7 million for Great Valley Production Services interests, for preferred shares paying a 10% cash dividend and ranking ahead of the common. It removed a cash debt but put its own chairman first in line ahead of ordinary shareholders in any wind-up.
9 July 2010capital raising announcement▼ BadMajor
The April placement's price-reset clause bit: two institutional investors, Capital Ventures International and Empery Asset Management, took 842,000 shares for a total of $842 because the stock had fallen below $1.30. Dilution handed over for nothing, and the first visible cost of the terms accepted three months earlier.
9 July 2010listing compliance notice▼ BadMajor
NYSE Amex issued a second equity deficiency notice: shareholders' equity had collapsed to $915,942 by March 2010, far worse than the $5.2 million that triggered the first warning in 2009. The company pointed to 305 barrels a day from Oxnard and a recovery to about $4.5 million of equity by June, still short of the $6 million minimum.
7 Apr 2010material agreement● Neutral
Corrects the exercise price of the Series B warrants in the April 2010 registered direct offering from $1.95 to $2.14 per share, attaching the corrected warrant form and press release. This changes only the stated warrant price, with no new financing terms in this filing.
6 Apr 2010material agreement● NeutralMajor
Raised $5 million from institutional investors at $1.30 a share, with warrants over 2.3 million more shares and, critically, a clause that reset the price if the company later sold stock more cheaply. Also sold a spare steam generator for $700,000 and put the South Belridge and Shields-Arms leases up for sale. The reset clause proves expensive: it triggers near-free share issues in July and forces a restatement in 2011.
19 Mar 2010capital raising announcement● Neutral
Placed a further $406,000 of stock at around $1.50 and paid its six independent directors 5,000 shares each. Small change beside the $7.2 million raised weeks earlier, and the first filing signed by new finance chief John E. Durbin.
25 Jan 2010material agreement▲ GoodMajor
Bought a year's extension, to May 2010, on the Claflin lease at Edison Field near Bakersfield, which an independent engineer credited with 2.0 million barrels net of proved oil at only 650 to 750 feet depth. The lease had already expired once and will only be held if production starts in time, so this became the company's most urgent operational deadline; Claflin is also the asset later pledged to its chairman's trust.
11 Jan 2010capital raising announcement▲ GoodMajor
Issued 5,153,332 restricted shares at $1.00 to $2.00 to 75 accredited investors for $7.17 million, with NYSE Amex approval. The money was for working capital and to speed up oil and gas field development already underway.
4 Dec 2009listing compliance notice▲ GoodMajor
NYSE Amex accepted the recovery plan and lifted the equity deficiency, ending the listing threat raised in September. The reprieve lasted seven months.
23 Nov 2009capital raising announcement▼ Bad
Raised $450,000 from four investors at $1.00 a share while the listing deficiency was outstanding. The price is the point: shares that placed at $5.00 in January 2008 now cleared at a dollar.
29 Sept 2009listing compliance notice▼ BadMajor
NYSE Amex warned that shareholders' equity of $5.2 million had fallen below the $6 million minimum required of a company with five straight years of losses, and gave it a month to submit a recovery plan. The first formal signal that the drilling programme had been consuming capital faster than it replaced it.
