13 Mar 2009listing compliance notice▼ BadMajor
True North Energy CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 Mar 2009debt default or forbearance▼ BadMajor
Falling oil and gas prices left True North unable to make a $100,000 payment due to the Valens funds; Valens declared default, accelerated the notes, and demanded $4,513,265 - 125% of principal plus interest - by 10 March 2009 or it would foreclose on all of the company's producing oil and gas properties (though True North disputes the lenders' right to the Alaska and Colorado leases, which it says should have been released in September 2008). The board is weighing bankruptcy, going dark or a rescue, and the same filing disbanded the company's advisory board.
6 Mar 2009material agreement termination▼ Bad
The same week it was declared in default on its Valens debt, True North also lost the outside bookkeeping and financial-reporting services Prime Natural Resources had been providing it -- one more support structure falling away as the company's finances collapsed.
10 Feb 2009substantial holder notice● Neutral
PSource Structured Debt Limited OF ABOVE PER, Laurus Capital Management, LLC OF ABOVE PERS, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp. OF ABOVE PERSO, Valens Capital Management LLC OF ABOVE PERSO, David Grin, Eugene Grin reported a True North Energy CORP shareholding of 5,914,478 shares (7.77% of votes) in a periodic institutional filing.
1 Dec 2008material agreement▼ BadMajor
Hurricane Ike knocked out True North's Brazoria County wells and left the company unable to make its November and December 2008 debt payments to Valens; the lenders agreed to defer those payments only in exchange for 2.2 million more shares, treated as extra interest -- a clear sign the company's cash flow could no longer service its own debt.
30 July 2008late filing notice▼ Bad
True North Energy CORP notified the SEC that its annual report would be filed late.
7 Apr 2008substantial holder notice● Neutral
Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp, Valens Capital Management LLC, David Grin, Eugene Grin disclosed a new substantial True North Energy CORP shareholding (5.20% of votes).
4 Apr 2008material agreement▼ BadMajor
Valens advanced True North another $425,000 against its existing secured notes, rolled into new "Amended and Restated" notes totaling $3.93 million, in exchange for more shares and fees -- the company's dependence on this single, high-cost lender kept deepening.
21 Feb 2008securities registration● Neutral
True North Energy CORP filed the final prospectus for a registered offering.
11 Feb 2008securities registration● Neutral
True North Energy CORP amended a filing by which it registered a securities offering with the SEC.
31 Jan 2008securities registration● Neutral
True North Energy CORP registered a small-business securities offering with the SEC.
3 Dec 2007asset acquisition disposition● Neutral
This is an amendment to the September 2007 filing on the Valens financing and the Prime Natural Resources purchase. It adds financial statements (revenues and direct operating expenses for the Brazoria County, Texas properties, plus pro forma figures); the filing says nothing else in the original report changed. The text restates the deal terms: $3,750,000 of 13% secured notes maturing September 18, 2010, about $2,260,000 of proceeds paid to Prime, 1,928,375 shares issued to Prime, and liens on virtually all company and ICF assets. It also restates that the properties produce about one million cubic feet of gas and ten barrels of oil per day. The financial figures themselves fall in the truncated part of the text, so none are quoted here.
25 Sept 2007asset acquisition disposition▼ BadMajor
True North closed its Brazoria County gas-property purchase from Prime Natural Resources, financing it (and paying off its August bridge loan) with $3.75 million in senior secured notes from Valens at 13% interest -- notes secured by liens on virtually all company and ICF assets plus a 5% overriding royalty and warrants to the lender, an expensive, restrictive debt load that would later prove unsustainable.
17 Sept 2007late filing notice▼ Bad
True North Energy CORP notified the SEC that its quarterly report would be filed late.
7 Sept 2007material agreement▲ GoodMajor
Through new subsidiary ICF Energy Corp, True North agreed to buy actual producing gas properties in Brazoria County, Texas from Prime Natural Resources for $3.5 million -- its first acquisition of assets already generating real cash flow (about $200,000/month) rather than exploration-stage interests, though funding to close was still being arranged.
28 Aug 2007material agreement● NeutralMajor
To bridge financing until its pending Prime Natural Resources acquisition closes, True North borrowed $250,000 from two lenders at 12% interest, with insiders Pozzoni and Folnovic personally pledging 1.25 million of their own shares as collateral.
31 July 2007director interest notice● Neutral
True North Energy CORP CFO, Secretary & Treasurer Massimiliano Pozzoni disposed of 15,500,000 shares via option/appreciation-right settlement.
29 June 2007material agreement▲ GoodMajor
True North closed a third distinct regional play, buying roughly 17,000 acres of oil and gas interests in northwest Colorado from a private seller for about $1 million in cash and stock plus a sliding-scale royalty -- its first acquisition priced per-acre rather than per-well-interest.
5 Apr 2007material agreement● NeutralMajor
True North signed a non-binding letter of intent with five sellers to buy Wyoming oil and gas units for about $22 million, half cash and half stock, plus a workover rig for $650,000, to close by July 16, 2007. It also sold a $500,000 convertible note for working capital.
8 Feb 2007material agreement● NeutralMajor
True North committed another $1.7 million for an 8.75% stake in a second BP-operated Tuscaloosa test well in Louisiana; the same filing warned shareholders that unauthorized promotional articles touting the stock (a repeat of one flagged back in August 2006) had appeared again, with no relationship between the company and the promoter.
10 Oct 2006material agreement▲ GoodMajor
True North paid $2.6 million to earn a 12.5% working interest in a BP America-operated 21,000-foot test well in Louisiana targeting the Tuscaloosa Sand -- its most significant partner and deepest, most expensive well commitment to date; drilling was nearly at target depth.
7 Sept 2006auditor change● Neutral
Auditors changed again after only six months: Williams & Webster was replaced by Malone & Bailey with no disagreements cited; the outgoing firm's report had again carried the standard going-concern qualification for a company not yet generating revenue.
8 Aug 2006director interest notice● Neutral
Folnovic John I became a True North Energy CORP President and CEO and company insider (initial ownership filing).
1 Aug 2006capital raising announcement● Neutral
True North raised another $650,000 from a single investor and separately extended (to December 31, 2006) the deadline to close its purchase of four Alaska leases first announced in May, since the state still had not issued them.
31 July 2006late filing notice▼ Bad
True North Energy CORP notified the SEC that its annual report would be filed late.
19 June 2006material agreement● NeutralMajor
Agreed to participate with Bayou City Exploration in a test well on each of three prospects - 16.67% before payout and 12.5% after on the two Live Oak County, Texas prospects, and 25% on the Zodiac II prospect in Jeff Davis and Calcasieu Parishes, Louisiana. Prospect fees of $20,375 and $94,888 were paid and $267,056 on Zodiac was not. Drilling had already begun on Frost National Bank Deep, where True North had paid $132,000 of well costs.
17 May 2006material agreement● Neutral
True North agreed to buy rights to four more not-yet-issued Alaska North Slope leases (about 10,000 acres) from two individuals for roughly $276,000, again taking on a five-year drill-or-forfeit obligation once the state actually issues the leases.
11 May 2006capital raising announcement▲ GoodMajor
Now renamed True North Energy, the company sold 1,250,000 units at $0.80 each to one investor for $1 million. Each unit was one share plus a warrant to buy another share at $1.60 for three years.
What it means for a shareholder
1.3m new shares at US$0.800 to raise about US$1.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
7 Mar 2006auditor change● Neutral
Days after pivoting into oil and gas, the company swapped auditors from Manning Elliott to Williams & Webster with no stated disagreement; Manning Elliott's prior opinion had flagged the standard going-concern doubt of a shell with no revenue.
2 Feb 2006substantial holder notice● Neutral
Massimiliano Pozzoni reported a True North Energy CORP shareholding of 6,950,000 shares (57.92% of votes) in a periodic institutional filing.