Each one in plain English, with the numbers worked through for a shareholder.
28 Sept 2012listing compliance notice▼ BadMajor
This amended Form 15 repeats the company's notice ending its registration under Section 12(g) and suspending its Section 15(d) reporting duty, citing about 250 holders of record. Signed by CEO Ingo Stuckmann, it continues the June 2012 deregistration, so the company will stop filing public reports with the SEC. The filing does not say what happens to shares or give a reason for the move.
Wind Works financed its Thunder Spirit project (North Dakota) with a $1.93 million convertible-debenture bridge loan plus an $18.7 million credit line for grid interconnection -- convertible into up to 49% of the project -- and separately formed a joint venture with Aquavent to build a shared substation for its two Burg wind parks in Germany.
Wind Works added two more German wind projects: a 50/50 cost-and-revenue-sharing deal on a 15MW site near Magdeburg, and a joint venture through its German ZEP subsidiary for a 6MW project near Frankfurt, paid for in staged installments totaling about EUR450,000.
An outside investor extended a bridge loan, part of a planned $15.3 million funding commitment, to develop Wind Works' 50%-owned Snowy Ridge Ontario project under its Feed-in-Tariff award; Wind Works guaranteed the loan and pledged its equity stake as security.
Wind Works secured about $10 million in non-recourse project financing for its Burg 1 wind farm in Germany and sold half its interest in the project for a $1.2 million down payment plus a royalty -- its most concrete step yet from paper pipeline to a financed, built asset.
16 May 2011material agreement termination▼ BadMajor
The March 2011 sale of five Ontario wind projects to Premier Renewable Energy collapsed: Wind Works terminated the deal for cause after Premier failed to pay agreed development costs, and had to refund Premier's $950,000 deposit -- reversing the divestiture and the cash it was counting on.
Wind Works' subsidiary ZEP bought a 75% stake in Thunder Spirit, a proposed 150MW North Dakota wind project, from Global Wind Harvest -- another company tied to CEO Ingo Stuckmann -- for a nominal $1,000 plus reimbursement of grid-interconnection deposits.
3 Mar 2011asset acquisition disposition▲ GoodMajor
Wind Works agreed to sell five 50MW Ontario wind projects to Premier Renewable Energy for C$105,000 (about US$107,625) per megawatt. It would also be reimbursed up to $770,000 of development costs and receive a 2.5% royalty, subject to closing conditions including Ontario Power Authority consent.
Wind Works formed a 50/50 joint venture with EFI Energy Farming International to develop a 20MW wind project in Wassertruedingen, Germany, with its equity stake earned in stages as land, permitting and interconnection milestones are hit rather than granted upfront.
Wind Works terminated a March 2010 agreement that would have let it put up to $10 million of stock to Kodiak Capital Group at a discount to market price, replacing it with a smaller investor-relations retainer paid in shares -- unwinding a dilutive financing arrangement before it was used.
This amends the report of the June 8, 2010 agreement with Aquavent GmbH to buy 100% of Wind Park Burg 1, a two-turbine wind farm near Magdeburg, Germany, for EUR 900,000 (about $1,125,000). EUR 300,000 has been paid so far, the schedule was amended to pay the rest in stages through April 30, 2011, and closing is still subject to conditions. The project is described as fully permitted with a 20-year power purchase agreement, giving the company its first German project.
Wind Works agreed to buy 100% of the Wind Park Burg 1 project near Magdeburg, Germany, from Aquavent GmbH for EUR900,000 (about $1.125 million). The park was fully permitted for construction and was to receive a 20-year power purchase agreement; closing was subject to conditions.
2 Feb 2010asset acquisition disposition● NeutralMajor
Wind Works closed its buyout of Zero Emission People LLC, taking on 11 pre-revenue Ontario/US wind projects -- most still at the permitting or Feed-in-Tariff application stage -- several of which ZEP had itself acquired from Sunbeam LLC and Global Wind Harvest LLC, other companies CEO Ingo Stuckmann had also run.
Six weeks after forming a joint venture with it, Wind Works agreed to buy all of Zero Emission People LLC outright for 31 million shares issued through 2012 -- a related-party deal, since Wind Works' own CEO Ingo Stuckmann and director Thomas Tschiesche co-founded ZEP.
Wind Works formed a 50/50 joint venture with Zero Emission People LLC (ZEP), which contributed two 10MW Ontario wind projects, and separately took an option to buy up to 100% of a 400MW pipeline of ZEP wind projects across Canada, the US and Europe -- paid for entirely in stock.
Wind Works issued 8.56 million unregistered shares at $0.10 each, split between a private placement, debt conversion and payment for services -- a sign it was funding operations with equity rather than cash.
This amends the February 2007 auditor-change report: the company, then named AmMex Gold Mining Corp., dismissed Amisano Hanson LLP on February 11, 2007 and engaged HLB Cinnamon Jang Willoughby LLP. The filing adds that its president, Christopher Crupi, is also president of Paramount Gold Mining Corp., which HLB audits. Amisano Hanson's report for the year ended June 30, 2006 was clean and no disagreements were reported, and the former auditor's letter agreeing with the disclosure is attached.
Wind Works (then trading as a Nevada gold-mining shell, AmMex Gold Mining Corp) dismissed its auditor and engaged HLB Cinnamon Jang Willoughby, a firm that also audited another company its president ran -- no disagreements were reported.