Each one in plain English, with the numbers worked through for a shareholder.
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 (This amendment is later superseded by Amendment No. 2 below.)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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.