Past year: ▼ 94%(1.00c – 22.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
6 July 2009capital raising announcement● NeutralMajor
Vice chairman G. Thomas Gamble put $1 million into convertible preferred stock at $10 a share when the common was trading at $1.02, taking an 8% dividend and warrants over 200,000 shares. With outside placements no longer available at any useful price, a board member became the company's financier, the beginning of a dependence that ends in bankruptcy court three years later.
18 Mar 2009material agreement● Neutral
Signed a four-year employment contract with founder-CEO F. Lynn Blystone backdated to January 2008, at $210,000 a year plus 5,000 shares annually and bonuses capped at $50,000. Modest terms for a company already reporting losses, and notable mainly because it took fifteen months to execute.
31 Jan 2008capital raising announcement▼ Bad
Raised about $3.6 million across December 2007 and January 2008 from fourteen accredited investors at $5.00 to $6.25 a share, to speed up field development. The pricing tells the real story: shares that placed at $10 in late 2006 now needed a discount to sell.
31 Jan 2008capital raising announcement● Neutral
Corrects a typo in the earlier report of private share sales: one December 2007 investor paid $1,250,000 for 200,000 shares at $6.25, not $1,125,000. The filing also lists the sales: December 2007 totals of $1.2M (200,000 shares at $6.00) and $1.25M, and January 2008 sales of $1.05M (210,000 shares at $5.00) and $250,000 (40,000 shares at $6.25), with proceeds to speed up field development. The same drip-feed private placements continue, with prices lower than in 2005.
What it means for a shareholder
200,000 new shares at $6.25 to raise about $1.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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28 Dec 2006capital raising announcement● Neutral
Sold 35,000 shares at $10 with warrants at $12 to one of its own outside directors. Insiders were still buying at a premium to the market at the end of 2006.
What it means for a shareholder
35,000 new shares at $10.00 to raise about $350,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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30 Nov 2006capital raising announcement● Neutral
Placed 150,000 shares at $7.50 with two investors for $1.1 million, days after banking $12 million from the Tri-Western sale. Cash was not the constraint; the placements had become habitual.
What it means for a shareholder
150,000 new shares at $7.50 to raise about $1.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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21 Nov 2006asset acquisition disposition▲ GoodMajor
Cashed out of minerals in one week: sold its half of the Tri-Western quarry venture to partner Trans-Western Materials for $10.2 million net and a Bakersfield industrial property to Bakersfield Central Metal for $3.6 million, bringing in around $12 million. Ends the venture begun in 2004, which Select Resources had funded almost single-handedly, and came with a three-year non-compete in Californian carbonate and basalt.
10 Jan 2006asset acquisition disposition▲ GoodMajor
Paid $2.85 million cash for two producing California leaseholds near Bakersfield, named Tremblor Valley, with seven wells making 40 to 50 barrels a day. The first purchase of production rather than exploration acreage, funded from cash reserves rather than a placement.
21 Dec 2005asset acquisition disposition● Neutral
Third amendment to the May 2005 Pleasant Valley Energy report, now with fuller detail: 200,000 shares (closing price $12.32) plus $500,000 for a net profits interest, a $75,000 consulting agreement over 18 months, and a commitment to spend at least $5,000,000 over two years, expected to come from Tri-Valley or its venture partners. The properties are non-producing and undeveloped, and the company withheld their location while it tried to acquire more leases nearby. This is the same deal as the May 2005 acquisition, not a new one.
25 Nov 2005capital raising announcement● Neutral
Placed 100,000 shares at $10 with warrants at $12, again in the days after an operational announcement, this time the start-up of the Monarch calcium carbonate mine. Proceeds earmarked for developing the assets it had just bought.
What it means for a shareholder
100,000 new shares at $10.00 to raise about $1.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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28 Sept 2005asset acquisition disposition▼ BadMajor
Expanded disclosure on the July 2005 Admiral Calder purchase, with the same $1M cash plus $2M note terms. It adds that no reserves meeting SEC standards have been established, that about $2.7M of equipment spending is estimated before operation, that holding costs are about $425,000 a year, and that the filing itself says it is doubtful the mine could operate at a profit without improvements. The company does not plan to redevelop it now. Sealaska and SeaCal must pay environmental clean-up above $100,000, which the company's assessment puts probably under $25,000.
26 Aug 2005material agreement● Neutral
Tri-Western Resources, the 50/50 minerals venture between Select Resources and Trans Western Materials, borrowed $1.5 million from Financial Federal Credit for mining equipment at the Monarch quarry, with total equipment borrowing expected to reach $3.5 million. Tri-Valley neither borrowed nor guaranteed, but consolidated the debt because it controlled the venture's board.
12 Aug 2005material agreement● Neutral
On 8 August 2005 the Tri-Western Resources joint venture (with Trans Western Materials) borrowed $1,174,836 from Financial Federal Credit at 8.75% over 48 months to buy trucking equipment for the Monarch Mine in California. Tri-Valley is not a party or guarantor, but the loan appears on its consolidated accounts because its subsidiary Select Resources appoints a majority of the venture's board.
1 Aug 2005asset acquisition disposition● NeutralMajor
Through subsidiary Select Resources, bought the idle Admiral Calder calcium carbonate mine in southeast Alaska from Sealaska and SeaCal on 15 July 2005 for $1,000,000 cash plus a $2,000,000 interest-free note repaid at $200,000 a year over ten years. The filing says there are no immediate redevelopment plans, which adds a mining holding alongside the oil and gas business. (This amendment is later superseded by Amendment No. 2 below.)
21 July 2005asset acquisition disposition▲ GoodMajor
Mining subsidiary Select Resources bought the idled Admiral Calder calcium carbonate quarry in southeast Alaska from Alaska Native corporation Sealaska for $3 million, only $1 million of it cash with the rest paid at $200,000 a year for a decade. A second, non-oil business line alongside the California drilling.
18 July 2005capital raising announcement● Neutral
A second amendment, filed three days later, repeats the same text and again only adds the Pleasant Valley Energy financial statements and pro forma information. No new facts or figures; nothing here is a fundraising.
15 July 2005capital raising announcement● Neutral
Amendment filed only to add the audited December 2004 balance sheet of Pleasant Valley Energy and pro forma figures for the May 2005 acquisition from Petrawest. It is a paperwork filing: no new financing or terms, despite being typed as a capital raise.
1 July 2005capital raising announcement▲ Good
The same investor exercised 16,667 of those warrants at $15 within three weeks, adding $250,000. Warrants struck 25% above market were being exercised almost immediately, a sign of how fast the share price was climbing in 2005.
14 June 2005capital raising announcement● Neutral
Sold another 50,000 shares at $12 with warrants at $15, again immediately after the Moffat Ranch East announcement, to fund a pending asset purchase.
What it means for a shareholder
50,000 new shares at $12.00 to raise about $600,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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8 June 2005capital raising announcement● Neutral
Sold 25,000 shares plus warrants at $12 to one investor just after announcing work had begun at Moffat Ranch East, and confirmed the 200,000 shares issued for Pleasant Valley Energy the month before. Placements were now being timed to follow operational news.
12 May 2005asset acquisition disposition▲ GoodMajor
Bought Pleasant Valley Energy from Petrawest for 200,000 shares (worth about $2.5 million) plus $500,000 cash for a net profits interest, gaining undeveloped California oil leases it was obliged to spend $5 million developing over two years. These become the Oxnard heavy-oil project that dominates the company's later story.
4 Mar 2005capital raising announcement▲ Good
Received $937,500 as the investor from the November placement exercised 125,000 warrants at $7.50. The stock had roughly doubled since mid-2004, so warrants issued well above market were now in the money.
18 Feb 2005capital raising announcement● Neutral
Audit committee chairman Loren J. Miller exercised his last 50,000 director options for $121,500, taking his holding to 1.4% of the company. Routine insider option exercise, not a fundraising.
3 Jan 2005capital raising announcement▲ Good
Collected $585,000 when an investor exercised 90,000 warrants at $6.50, and used the filing to recap a year of private placements totalling roughly $4.7 million. Shares outstanding stood at 21.8 million, so the dilution to date was modest.
9 Dec 2004capital raising announcement▲ Good
Sold 500,000 shares to one individual at $5.00 for $2.5 million, well above the $4.48 market price. The largest single placement so far, and a continuation of the same one-investor-at-a-time funding pattern.
What it means for a shareholder
500,000 new shares at $5.00 to raise about $2.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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22 Nov 2004financial restatement▼ BadMajor
Told investors not to rely on its 2003 accounts or the first two quarters of 2004: internal-controls testing showed it had been booking turnkey drilling money before the wells were actually finished. About $704,000 of 2003 profit moved into 2004, and a $442,000 cost on the Ekho well had been charged twice; cash was unaffected and the auditor agreed with the change.
17 Sept 2004capital raising announcement● Neutral
Sold 3,425 shares to a single individual at $4.05, the closing price that day, and disclosed two earlier 2004 sales to another individual totalling $2.0 million. This drip-feed of small privately negotiated share sales to individual investors, priced at or above market, was how the Bakersfield oil and gas company funded itself.
What it means for a shareholder
3,425 new shares at $4.05 to raise about $13,871. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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28 Oct 2003listing compliance notice▲ GoodMajor
the American Stock Exchange certified TRI VALLEY CORP's securities for listing, clearing them to begin trading.
