Imoportant GNZ Timelines-Posted From SH
posted on
Feb 29, 2008 04:16PM
Goldnev Resources Inc. is a public energy company focused on conventional and unconventional oil and gas production, with active projects located in British Columbia, oil shale exploration program in Saskatchewan, and oil and gas production in Alberta.
Good evening to all GNZ ers,
I came across this post from SH, it provides a full scoop on GNZ's history and future. As you can appreciate, the company is solid and will be blasting off in the next several weeks. Enjoy.
R.S.
THREE MONTH PERIOD ENDED DECEMBER 31, 2007
Corporate Summary
Goldnev Resources Inc. (“Goldnev” or “the Company”) is a publicly listed oil and gas and energy company listed
on the TSX Venture Exchange and trading under the symbol “GNZ”. The Company is actively engaged in the
business of exploration, development and production of both conventional and unconventional oil and gas
reserves in Canada with assets in northeastern British Columbia, north central Alberta and an oil shale exploration
project in east central Saskatchewan. The Company is incorporated under the laws of the British Columbia and its
head office located in Calgary, Alberta.
Performance Summary
The following is a summary of significant events and transactions that occurred during the year:
On April 24, 2007, the Company announced that it had amended its previously announced private placement to
increase the proceeds of the private placement up to a maximum of 11,875,500 Units at $0.08 per Unit, for gross
proceeds of up to $950,000.00. Each Unit will consist of one common share and one common share purchase
warrant. Each full warrant entitles the holder to purchase one additional common share of the Corporation at a
purchase price of 12 cents per common share for a period of twelve months from the closing of the sale of Units.
Effective May 8, 2007, the Company issued a total of 11,800,000 units for gross proceeds of $944,000. A total of
5,300,000 of these units were issued during the year ended March 31, 2007. Each unit consists of one common
share and one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one
common share at an exercise price of $0.12 per share for a period of one year from the date of the closing of the
sale of the Units. The Company paid a total of $62,800 in commissions and issued broker and finder’s fee
warrants to purchase 1,101,500 shares at $0.10 per share for a period of one year from the date of the closing of
the sale of the units.
On May 22, 2007, the Company completed the tie-in and placed onto production a gas well at its Noel property,
thereby satisfying the Company’s initial farm-in obligation to Devon Canada Corporation.
On June 5, 2007, the conversion feature on the remaining portion of the convertible debenture issued on October
16, 2006 was exercised. This resulted in a reclassification of $40,000 from convertible debentures into 666,666
shares of the share capital of the Company.
On June 20 2007 and effective May 1, 2007 the Company reached agreement with a private Alberta company to
invest pursuant to a farmout agreement a total of up to $5,000,000 over a period of up to three (3) years, to
explore and develop two oil shale permits totaling 155,443 gross acres (6 3/4 townships) located in the Pasquia
Hills oil shale region in Saskatchewan. Under the terms of the farm-in agreement, the Company has the right to
earn up to a 50% working interest in the Pasquia Hills oil shale permits and project over the next 5 years by
investing a total of $5,000,000. The initial tranche required that $200,000 be paid by July 15, 2007, of which
$50,000 was paid on the signing of the agreement and the balance of $150,000 was paid on July 15, 2007. An
additional $300,000 is required by September 30, 2007 followed by $1,000,000 by August 2008, upon which
Phase 1 of the funding ($1,500,000) will be completed and a 33 1/3% working interest in the combined permits
will have been earned by the Company.
On July 10, 2007, the Company announced a non-brokered private placement of up to a maximum of 3,750,000
Units at $0.08 cents per Unit, from eligible investors, for gross proceeds of up to $300,000. Each Unit will consist
of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase
one additional common share of the Corporation at a purchase price of $0.12 cents per for a period of twelve
months from the closing of the private placement. The Corporation also announces that it is proposing a nonbrokered
private placement of secured convertible debentures to raise gross proceeds of up to $100,000 from
eligible investors. The debenture matures 3 months from the date of issue and is convertible, at the option of the
holder, into Units of the Corporation at a price of $0.08 per Unit. Each Unit will consist of one common share and
on common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share
of the Corporation for $0.12 per common share within 12 months from the date of grant. The proceeds from the
proposed private placement and secured convertible debenture financings will be used by the Corporation to fund
the exploration and development commitments for its recently acquired Pasquia Hills oil shale permits as
announced in a press release dated June 20th, 2007.
On July 17, 2007, the Company announced the granting of incentive stock options to its directors, officers,
employees and consultants to purchase an aggregate of 5,651,643 common shares of the Company pursuant to its
Stock Option Plan. The options are for a five-year term, expiring on July 17, 2012 and are exercisable at $0.15 per
share.
Effective July 23, 2007 the Company closed a non-brokered private placement of 3,750,000 units at $0.08 cents
per unit, from eligible investors, for gross proceeds of $300,000. Each unit consists of one common share and one
common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of
the Company at a purchase price of $0.12 per unit for a period of twelve months from the date of the closing of
the private placement. The Company also announced that it is proposing a non-brokered private placement of
secured convertible debentures to raise gross proceeds of up to $100,000 from eligible investors. The debenture
will mature three months from the date of issue and is convertible, at the option of the holder, into Units of the
Company at $0.08 per Unit. Each unit will consist of one common share and on common share purchase warrant.
Each warrant will entitle the holder to purchase one additional common share of the Company for $0.12 per
common share within 12 months from the date of grant.
On July 23, 2007, the conversion feature on the convertible debentures issued on November 1, 2006 was
exercised. This resulted in a reclassification of $50,000 from convertible debentures into 833,333 shares of the
share capital of the Company. (Note 8(c))
On July 23, 2007, the conversion feature on 50,000 broker warrants issued on December 21, 2006 was exercised.
On July 27, 2007, the conversion feature on the convertible debenture issued on January 12, 2007 was exercised.
This resulted in a reclassification of $64,080 from convertible debentures into 1,068,000 shares to the share
capital of the Company. (Note 8(f))
On October 15, 2007, the Company announced the granting of incentive stock options to its directors, officers,
employees and consultants to purchase an aggregate of 3,320,395 common shares of the Company pursuant to
its Stock Option Plan. The options are for a five-year term, expiring on October 15, 2012 and are exercisable at
$0.15 per share.
On October 25, 2007, the Company announced that it had completed the drilling of the first phase of its three core
hole oil shale core drilling program at Pasquia Hills and that oil shale cores had been extracted and recovered
from the target reservoir and shipped to UMA Engineering for laboratory analysis to determine qualitatively and
quantitatively the hydrocarbon content and distribution of the oil shale cores.
On November 13, 2007, the Company announced it had partnered with Zappa Resources Ltd. To sign a Farmout
and Option Agreement to explore and develop the Newbrook oil prospect. Successful execution of the full terms
of the agreement will yield Goldnev and Zappa each a 30% working interest in three sections of land in the
Newbrook oil prospect, located approximately 30 kilometers from Edmonton, Alberta.
On November 28, 2007, the Company announced that based upon the positive results of the first phase of the oil
shale core hole drilling program that the Company had approved and begun preparations for a second phase 10
core hole drilling program planned for the spring of 2008 on its prospective oil shale permits in Pasquia Hills,
Saskatchewan.
On December 18, 2007, the Company held its Annual General and Special Meeting of the Shareholders at which
time motions were approved to change the Stock Option Plan from a 20% Fixed Plan to a 10% Rolling Plan . In
addition a motion was approved authorizing the directors at their discretion to change the name of the company.
On December 19, 2007, a total of $75,500 was raised through a private placement of secured convertible
debentures. Interest is calculated and payable quarterly at a rate of 12% per year expiring December 19, 2008.
The debentures are convertible into units at $0.15 per unit with each unit consisting of one common share and
one common share purchase warrant. Each warrant is exercisable within 12 months from date of grant at $0.25
per warrant.
Results of Operations
At December 31, 2007, the Company had negative working capital deficiency of $54,306 compared with a
negative working capital deficiency of $209,403 at December 31, 2006. Sales from oil and gas were $24,171
during the quarter, compared with $16,338 in the previous year’s quarter and the net loss for the quarter of
$263.213 increased from $185,448 compared to same quarter last year. Overhead & Administrative expenses
increased to $267,750 from $89,485.
Capital Resources
The Company may require additional funding to meet its obligations and the costs of its operations.
The Company's future capital requirements will depend on many factors, including costs of exploration and
development of the properties, cash flow from operations, costs to complete well production, if warranted, and
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competition and global market conditions. The Company's potential recurring operating losses and growing
working capital needs may require that it obtain additional capital to operate its business.
The Company will depend partly on outside capital to complete the exploration and development of the oil and
gas properties. Such outside capital will include the sale of additional common shares. There can be no assurance
that capital will be available as necessary to meet these continuing exploration and development costs or, if the
capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity
securities by the Company may result in a significant dilution in the equity interests of its current shareholders. If
the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and
future success may be adversely affected.
Related Party Transactions
The Company entered into the following transactions with related parties during the period:
During the three month period ended December 31, 2007, the Company incurred management fees of $73,000
(2006 - $30,000) to companies controlled by directors. The Company also incurred office rent of $15,786 (2006 -
$Nil) and consulting fees of $23,723 (2006 - $18,993) to a company controlled by a director.
During the nine month period ended December 31, 2007, the Company incurred management fees of $294,000
(2006 - $90,000) to companies controlled by directors. The Company also incurred office rent of $47,695 (2006 -
$Nil) and consulting fees of $69,252 (2006 - $39,750) to a company controlled by a director.
As at December 31, 2007, $7,856 (March 31, 2007 - $35,856) was owing to directors of the Company, and
$29,450 (March 31, 2007 - $37,448) was owing to companies controlled by directors. All the amounts are
included as part of accounts payable, and are non-interest bearing with no fixed terms of repayment.
A director of the Company is a 50% shareholder of Transaction. On July 25, 2006, a total of $147,000 was raised
from Transaction through a private placement of secured convertible debentures. Interest was calculated and
payable monthly at a rate of 10% over the six month term of the loan, expiring January 25, 2007. In February
2007, the principal balance plus accrued interest of $14,700 was repaid on the debenture. At December 31, 2007,
$5,170 (March 31, 2007 - $2,252) was owing to Transaction.
A director of the Company is a 50% shareholder of Transaction, On April 1, 2007, the Company and Transaction
entered into a contract operating agreement, pursuant to which Transaction agreed to provide oil and gas contract
operating services to the Company for its Provost and Noel properties. Under the terms of the contract operating
agreement Transaction was granted a five (5%) percent carried interest in both the Provost and Noel properties.
A director of the Company is a 100% shareholder of Chapman Petroleum Engineering Ltd. (“Chapman”), an oil
and gas engineering evaluation firm. On July 2005, the Company entered into an engineering evaluation services
agreement with Chapman pursuant to which on an as needed basis Chapman Engineering would provide oil and
gas engineering and evaluation services to the Company
Financial Instruments
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The Company's financial instruments consist of cash, receivables, marketable securities, deposits, investments and
accounts payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial instruments. The fair value of these
financial instruments approximates their carrying values, unless otherwise noted.
Subsequent Events
(a) On January 27, 2007, the Company announced positive laboratory analysis results had been confirmed
from the first phase three core hole drilling program on its Pasquia Hills oil shale permits.
(b) On January 30, 2008, the Company clarified the intention of its news release of January 28, 2008,
announcing laboratory results on the oil yield of the core samples from the recent core hole drilling
program on its Pasquia Hills oil shale permits. The clarification stated that “Any volumes quoted in that
press release were intended solely to assist in the understanding of the laboratory results and were not
intended to indicate an estimate of Prospective or Contingent Resources on this property. This laboratory
work was the first phase in Goldnev’s planned activity for the region and the Company has not yet
prepared any resource estimates covering the Pasquia Hills permits.
© On February 4, 2008, the Company issued a total of 952,381 common share in relation to $100,000 of
secured
(d) On February 6, 2007, the Company announced that it had engaged the services of Chapman Petroleum
Engineering Ltd., www.chapeng.ab.ca to prepare a National Instrument 51-101 compliant report on the
Contingent and/or Prospective Resources on its oil shale permits in Pasquia Hills, Saskatchewan (“the
Resource Report”). The Resource Report is intended to provide information to better inform and educate
the public of the potential of Goldnev’s oil shale discovery at Pasquia Hills and to assist the Corporation
in planning future activity.
(e) Subsequent to period end, 11,873,465 warrants were exercised for gross proceeds of approximately
$1,424,815.80 and the debenture for $100,000 was converted resulting in the issuance of 952,381
common shares and warrants exercisable for a period of 12 months. The total amount of shares issued in
the subsequent period was 12825,846.