Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
NYSE Amex accepted the recovery plan and lifted the equity deficiency, ending the listing threat raised in September. The reprieve lasted seven months.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.