6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a – 16 OR 15d – 16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of November 2010
Commission
File No. 0-53646
Eagleford
Energy Inc.
(Registrant’s
name)
1 King
Street West, Suite 1505
Toronto,
Ontario, Canada M5H 1A1
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40F
Form 20-F
x Form
40-F ¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
TABLE
OF CONTENTS
1. Business
Acquisition Report of Registrant dated November 12, 2010 as filed on SEDAR on
November 12, 2010.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Dated: November
12, 2010
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EAGLEFORD
ENERGY INC.
|
|
|
By:
|
/s/ James Cassina
|
|
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Name: James
Cassina
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||
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Title: President
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ITEM 1

BUSINESS
ACQUISITION REPORT
1 King
Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364 4039, Facsimile:
416 364-8244
1
FORM
51-102F4
Item
I Identity
of Company
|
1.1
|
Name
and Address of Company
|
Eagleford
Energy Inc. (“Eagleford Energy” or the “Company”)
1 King
Street West, Suite 1505
Toronto,
Ontario
M5H
1A1
|
1.2
|
Executive
Officer
|
The name
of the executive officer of Eagleford Energy who is knowledgeable about the
significant acquisition and this report is:
James
Cassina
President
and Director
Eagleford
Energy Inc.
Telephone:
416-364-4039
Facsimile:
416-364-8244
Item 2 Details
of Acquisition
|
2.1
|
Nature
of Business Acquired
|
On August
31, 2010, Eagleford Energy acquired all of the issued and outstanding membership
interests of Dyami Energy LLC a Texas limited liability corporation (“Dyami
Energy”). As a result, Dyami Energy became a wholly owned subsidiary of
Eagleford Energy. Dyami Energy is an exploration stage company engaged in
petroleum and natural gas exploration and development in Texas,
USA.
The
primary assets of Dyami Energy include a 75% working interest (56.25% net
revenue interest) before payout and a 61.50% working interest (46.125% net
revenue interest) after payout of production of the sum of $12,500,000 gross in
a lease comprising approximately 2,629 gross acres of land in Zavala County,
Texas (the “Matthews Lease”) and working interests ranging from 90% to 97% (net
revenue interests ranging from 67.5% to 72.75%) in a lease comprising
approximately 2,637 gross acres of land in Zavala County, Texas (the “Murphy
Lease”) (collectively “the Leases”). The Leases are located in Zavala County
which is part of the Maverick Basin of Southwest Texas and downdip from the
United States Geological Studies north boundary of the Smackover-Austin-Eagle
Ford total petroleum system. In addition, Eagleford Energy acquired
cash in the amount of $5,046.
|
2.2
|
Date
of Acquisition
|
Eagleford
Energy completed the acquisition of Dyami Energy on August 31,
2010.
2
|
2.3
|
Consideration
|
|
|
As
consideration for the acquisition, the Eagleford Energy issued 3,418,467
units of the Company at US$0.90 per unit or US $3,076,620 in the aggregate
in exchange for 100% of the issued and outstanding membership interests of
Dyami Energy and assumed US$960,000 of Dyami Energy debt by way of a
secured promissory note (the “Secured Note”). Each unit was comprised of
one common share and one-half a purchase warrant (the “Units”). Each full
warrant is exercisable into one additional common share at US$1.00 per
share on or before August 31, 2014. The Secured Note bears interest at 6%
per annum, is secured by the Leases and is payable on December 31, 2011 or
upon the Company closing a financing or series of financings in excess of
US$4,500,000.
|
|
2.4
|
Effect
on Financial Position
|
Upon the
acquisition of Dyami Energy, Eagleford Energy issued 3,418,467 units at US$0.90
per unit to the former members of Dyami Energy for an aggregate consideration of
US $3,076,620. After giving effect to the business combination at August 31,
2010 Eagleford Energy had 29,751,026 issued and outstanding common shares and
16,445,054 warrants to purchase common shares.
Eagleford
Energy also issued a Secured Note in the amount of US $960,000 in exchange
for a US $960,000 Note payable by Dyami Energy. The Secured Promissory Note
bears interest at 6% per annum and is payable on December 31, 2011 or upon the
Company closing a financing or series of financings in excess of US$4,500,000
The Secured Note is secured by the Leases.
The
members of Dyami Energy entered into lock up/escrow agreements on closing. The
members of Dyami Energy placed into escrow 50% of the Units (1,709,234 common
shares and 854,617 purchase warrants) until such time that the Company receives
a National Instrument 51-101 compliant report from an independent
engineering firm indicating at least 100,000 boe of proven reserves on either
the Murphy Lease or any formation below the San Miguel on the Matthews Lease
(the “Report”). In the event the Report is not received by the
Company within two years of the closing date of the acquisition, the escrow
units are returned to the Company for cancellation. In addition without
Eagleford Energy’s prior written consent, the members of Dyami Energy may not
offer, sell, contract to sell, grant any option to purchase, hypothecate,
pledge, transfer title to or otherwise dispose of any of the Units during the
period commencing on August 31, 2010 and ending on August 31, 2011 (the “Lock-Up
Period”). During the Lock-Up Period, the members of the Company may not effect
or agree to effect any short sale or certain related transactions with respect
to the Eagleford Energy’s common shares.
In
connection with the acquisition, the Company through Dyami
Energy entered into a one year employment agreement with Eric Johnson
under which (i) Eric Johnson will work for Dyami Energy in the capacity of Vice
President of Operations; (ii) Eric Johnson will receive an annual salary of
US$75,000 for the first year, such salary to accrue until it can be paid monthly
from Dyami Energy’s available cash reserves; and (iii) Eric Johnson will receive
850,000 common share purchase warrants, exercisable on an earn-out basis, for
the purchase of 850,000 common shares of Eagleford at a price of US$1.00 per
share during a period of five years from the date of issuance as
follows:
3
|
Event
|
Number
of
Warrants
Earned
|
|||
|
Enhanced
Oil Recovery Pilot Project Commencement(1)
|
100,000 | |||
|
$10,000,000
in Gross Sales(2)
|
100,000 | |||
|
$25,000,000
in Gross Sales(2)
|
100,000 | |||
|
$100,000,000
in Gross Sales(2)
|
100,000 | |||
|
$250,000,000
in Gross Sales(2)
|
100,000 | |||
|
$500,000,000
in Gross Sales(2)
|
100,000 | |||
|
Enhanced
Oil Recovery Phase 2 Project Commencement(3)
|
250,000 | |||
(1) Refers
to the commencement of an enhanced oil recovery system on the Matthews Lease
resulting in the production of oil from the San Miguel formation from a
configuration of 3 wells or more through an injection operation utilizing hot
water, steam, nitrogen, or other such enhanced oil recovery system (the EOR
Pilot Project) while Eric Johnson is an employee of the Dyami
Energy.
(2) Refers
to revenues generated from oil or gas produced on the Matthews Lease and Murphy
Lease while Eric Johnson is an employee of the Dyami Energy.
(3) Refers
to the production of oil from the San Miguel formation from an expansion of the
EOR Pilot Project on the Matthews Lease that results in the production of oil at
a rate of no less than 500 barrels a day net to Dyami Energy and continues at
such rate of production for no less than 180 consecutive days while Eric Johnson
is a full time employee of Dyami Energy.
Upon
closing the Dyami Energy acquisition, the Company’s consolidated Zavala County,
Texas mineral property interests includes a 85% working interest before payout
(69% working interest after payout) in the Matthews Lease comprising
approximately 2,629 gross acres of land and working interests ranging from 90%
to 97% in the Murphy Lease comprising approximately 2,637 gross acres. The
royalties payable on the Leases is 25%.
The
effect of the acquisition on the Company’s financial position is outlined in the
Company’s unaudited pro forma consolidated financial statements attached hereto.
The Company does not presently have any plans or proposals for material changes
in its business affairs or Dyami Energy that may have a significant effect on
the results of operations and financial position of the Company, including any
proposal to sell, lease or exchange all or a substantial part of the Company’s
assets or to make any material changes to the Company’s business or Dyami Energy
such as changes in corporate structure, management or
personnel.
4
|
2.5
|
Prior
Valuations
|
No
valuation required by securities legislation or a Canadian stock exchange or
market to support the consideration paid by the Company pursuant to the
acquisition of Dyami Energy has been obtained within the last twelve months by
the Company.
|
2.6
|
Parties
to the Transaction
|
No
informed person, affiliate, or affiliate of Eagleford Energy, as those terms are
defined under applicable securities legislation, was a party to the acquisition
of Dyami Energy.
|
2.7
|
Date
of Report
|
November 12, 2010
Item 3 Financial Statements
The
following financial statements and other information required by part 8 of
National Instrument 51-102 are attached hereto and form part of this business
acquisition report:
Schedule A – the audited financial
statements of Dyami Energy LLC from the date of Incorporation December 26, 2009
to August 31, 2010 together with notes thereto and auditors’ report
thereon.
Schedule B – the unaudited
consolidated interim financial statements of Eagleford Energy Inc., for the nine
month period ended May 31, 2010 together with notes thereto.
Schedule C - the unaudited
interim financial statements of Dyami Energy LLC from the date of Incorporation
December 26, 2009 to May 31, 2010 together with notes thereto.
Schedule D - the
unaudited pro forma
consolidated Balance Sheet of Eagleford Energy Inc. as at May 31, 2010 and the
unaudited statement of loss and comprehensive loss for the nine months ended May
31, 2010 together with notes thereto.
Additional
Information
Additional
information relating to the Company may be accessed and viewed via the System
for Electronic Data Analysis and Retrieval (“SEDAR”) at www.sedar.com. . Readers
can also access and view our Canadian public insider trading reports via the
System for Electronic Disclosure by Insiders at www.sedi.ca. Our U.S. public
filings are available at the public reference room of the U.S. Securities and
Exchange Commission (“SEC”) located at 100 F Street, N.E., Room 1580,
Washington, DC 20549 and at the website maintained by the SEC at
www.sec.gov.
5
Forward-looking
Statements Advisory
This
Business Acquisition Report contains certain forward-looking statements and
forward-looking information (collectively referred to herein as “forward-looking
statements”) within the mean of applicable Canadian securities laws. All
statements other than statement of present or historical fact are
forward-looking statements. In particular, this Business Acquisition Report
contains forward-looking statements relating to estimates of reserves.
Statements relating to “reserves” are forward-looking statements, as they
involve the implied assessment, based on certain estimates and assumptions that
the reserves described exist in the quantities predicted or estimated and can
profitably be produced in the future.
Although
management considers these assumptions to be reasonably based on information
currently available to it, they may prove to be incorrect. By their
very nature, forward-looking statements involve inherent risks and uncertainties
(both general and specific) and risks that forward-looking statements will not
be achieved. Undue reliance should not be placed on forward-looking
statements, as a number of important factors could cause the actual results to
differ materially from the beliefs, plans, objectives, expectation and
anticipations, estimates and intentions expressed in the forward-looking
statements.
The
forward-looking statements contained in this Business Acquisition Report are
made as of the date hereof and the Company does not undertake any obligation to
update publicly or to revise any of the included forward-looking statements,
except as required by applicable Canadian Securities law. The
forward-looking statements contained herein are expressly qualified by this
cautionary statement.
6
Schedule
A
Audited
financial statements of Dyami Energy LLC from the date of Incorporation December
26, 2009 to August 31, 2010 together with notes thereto and auditors’ report
thereon.
1
DYAMI
ENERGY LLC
TABLE
OF CONTENTS
|
Auditors’
Report
|
3
|
|
Balance
Sheet as of August 31, 2010
|
4
|
|
Statements
of Operations for the Period from December 26, 2009
|
|
|
(Inception)
to August 31, 2010
|
5
|
|
Statement
of Changes in Stockholders’ Equity from December 26, 2009
|
|
|
(Inception)
to August 31, 2010
|
6
|
|
Statement
of Cash Flows for the Period from December 26, 2009
|
|
|
(Inception)
to August 31, 2010
|
7
|
|
Notes
to Financial Statements
|
8
|
2
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Stockholders and Board of Directors
Dyami
Energy, LLC
Toronto,
Ontario, Canada
We have
audited the accompanying consolidated balance sheet of Dyami Energy, LLC as of
August 31, 2010 and the related consolidated statements of operations,
shareholders’ equity, and cash flows for the intial period from December 26,
2009 (inception) through August 31, 2010. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming that Dyami will
continue as a going concern. As discussed in Note 3 to the financial statements,
Dyami suffered losses from operations and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dyami Energy, LLC as of August 31,
2010 and the results of operations and cash flows for the initial period then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ MaloneBailey, LLP
MaloneBailey,
LLP
www.malonebailey.com
Houston,
Texas
October
12, 2010
3
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
BALANCE
SHEET
|
As
of
|
||||
|
August
31, 2010
|
||||
|
ASSETS
|
||||
|
Current
Assets
|
||||
|
Cash
|
$ | 5,046 | ||
|
Accounts
receivable
|
15,096 | |||
|
Accounts
receivable – related parties
|
10,688 | |||
|
Drilling
advances
|
6,830 | |||
|
Total
Current Assets
|
37,660 | |||
|
Oil
and Gas Properties
|
||||
|
Oil
and gas properties, successful efforts method
|
811,452 | |||
|
TOTAL
ASSETS
|
$ | 849,112 | ||
|
LIABILITIES
AND MEMBERS' EQUITY
|
||||
|
CURRENT
LIABILITIES:
|
||||
|
Accounts
payable
|
$ | 172,266 | ||
|
Accrued
expenses - related party
|
25,749 | |||
|
Advances
from related party
|
58,000 | |||
|
Note
payable - related party
|
960,000 | |||
|
Total
current liabilities
|
1,216,015 | |||
|
MEMBERS'
EQUITY
|
||||
|
Contributed
capital
|
238 | |||
|
Accumulated
deficit
|
(367,141 | ) | ||
|
TOTAL
MEMBERS' EQUITY
|
(366,903 | ) | ||
|
TOTAL
LIABILITIES AND
|
||||
|
MEMBERS'
EQUITY
|
$ | 849,112 | ||
4
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
STATEMENT
OF OPERATIONS
|
|
Period
from
December
26, 2009
|
|||
|
(inception)
to
|
||||
|
|
August
31, 2010
|
|||
|
Operating
expenses:
|
||||
|
Professional
fees
|
$ | 256,314 | ||
|
Exploration
expenses
|
106,008 | |||
|
Other
general and administrative
|
4,819 | |||
|
Loss
from operations
|
(367,141 | ) | ||
|
Non-operating
expense:
|
||||
|
Interest
expense
|
- | |||
|
|
||||
|
Net
loss
|
$ | (367,141 | ) | |
5
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
STATEMENT
OF CHANGES IN MEMBERS’ EQUITY
FOR THE
PERIOD FROM DECEMBER 26, 2009 (INCEPTION) TO AUGUST 31, 2010
|
Total
|
||||||||||||
|
Contributed
|
Accumulated
|
Members'
|
||||||||||
|
Capital
|
Deficit
|
Equity
|
||||||||||
|
Balance,
December 26, 2009 (Inception)
|
$ | - | $ | - | $ | - | ||||||
|
Capital
contributions
|
238 | - | 238 | |||||||||
|
Net
loss
|
- | (367,141 | ) | (367,141 | ) | |||||||
|
Balance,
August 31, 2010
|
$ | 238 | $ | (367,141 | ) | $ | (366,903 | ) | ||||
6
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
STATEMENT
OF CASH FLOWS
|
Period
from
December
26, 2009
|
||||
|
(inception)
to
|
||||
|
August
31, 2010
|
||||
|
Cash
flows from operating activities:
|
||||
|
Net
loss
|
$ | (367,141 | ) | |
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
|
Changes
in operating assets and liabilities:
|
||||
|
Accounts
receivable
|
(15,096 | ) | ||
|
Accounts
receivable – related parties
|
(10,688 | ) | ||
|
Other
current assets
|
(6,830 | ) | ||
|
Accounts
payable
|
172,266 | |||
|
Accrued
expenses - related party
|
25,749 | |||
|
Net
cash used in operating activities
|
(201,740 | ) | ||
|
Cash
flows from investing activities:
|
||||
|
Investments
in oil and gas properties
|
(811,452 | ) | ||
|
Net
cash used in investing activities
|
(811,452 | ) | ||
|
Cash
flows from financing activities:
|
||||
|
Proceeds
from capital contributions
|
238 | |||
|
Advances
from related party
|
58,000 | |||
|
Proceeds
from note payable - related party
|
960,000 | |||
|
Net
cash provided by financing activities
|
1,018,238 | |||
|
Increase
in cash
|
5,046 | |||
|
Cash,
beginning of period
|
- | |||
|
Cash,
end of period
|
$ | 5,046 | ||
|
Supplemental
disclosures of cash flow information:
|
||||
|
Cash
paid for interest
|
$ | - | ||
|
Cash
paid for income taxes
|
$ | - | ||
7
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
Notes to Financial
Statements
(1) Organization and Basis of
Presentation
Dyami
Energy LLC. (“Dyami” or the “Company”), is a Texas limited liability company
formed on December 26, 2009. The Company is an exploration stage
organization focused on the exploitation, development and production of oil and
natural gas in Southwest Texas, USA. Dyami has 1,000 membership
interests issued and outstanding as of August 31, 2010.
The
Company is in an exploration stage and consequently its financial statements
have been prepared in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic No. 915 which provides guidelines on
financial reporting requirements for exploration stage entities. All amounts
referred to herein are stated in United States dollars.
(2) Summary of Significant Accounting
Policies
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments with original maturities of
three months or less when acquired to be cash equivalents. The Company places
the majority of its cash and cash equivalents with financial institutions that
are insured by the Federal Deposit Insurance Corporation up to
$250,000. From time to time, the Company’s cash balances exceeded
FDIC insured limits. The Company mitigates this concentration of
credit risk by monitoring the credit worthiness of financial institutions and
its customers. The Company maintains any cash and cash equivalents
in excess of federally insured limits in prominent financial institutions
considered to be of high credit quality.
Accounts
Receivable and Allowance for Doubtful Accounts
The
Company establishes provisions for losses on accounts receivable if it
determines that it will not collect all or part of the outstanding balance. The
Company has receivables from joint interest owners. The Company has the ability
to withhold future revenue disbursements to recover non-payment of joint
interest billings on properties of which the Company is the operator. Accounts
receivable are written down to reflect management's best estimate or
realizability based upon known specific analysis, historical experience, and
other currently available evidence of the net collectible amount. There is no
allowance for doubtful accounts as of August 31, 2010.
Oil
and Gas Properties
The
Company accounts for its oil and natural gas properties using the successful
efforts method. Under this method of accounting, costs relating to the
acquisition of and development of proved areas are capitalized when incurred.
The costs of development wells are capitalized whether productive or
non-productive. Leasehold acquisition costs are capitalized when incurred. If
proved reserves are found on an unproved property, leasehold cost is transferred
to proved properties. Exploration dry holes are charged to expense when it is
determined that no commercial reserves exist. Other exploration costs, including
personnel costs, geological and geophysical expenses and delay rentals for oil
and natural gas leases, are charged to expense when incurred. The costs of
acquiring or constructing support equipment and facilities used in oil and gas
producing activities are capitalized. Production costs are charged to expense as
incurred and are those costs incurred to operate and maintain our wells and
related equipment and facilities. Disposition of oil and gas
properties are accounted for as a reduction of capitalized costs, with no gain
or loss recognized unless such adjustment would significantly alter the
relationship between capital costs and proved reserves of oil and gas, in which
case the gain or loss is recognized in the statement of
operations.
8
Depletion
and depreciation of proved oil and gas properties will be calculated on the
units-of-production method based upon estimates of proved reserves. Such
calculations include the estimated future costs to develop proved reserves.
Costs of unproved properties are not included in the costs subject to depletion.
These costs are assessed periodically for impairment. Costs in excess
of the present value of estimated future net revenues are charged to impairment
expense. As of August 31, 2010, all of the Company’s oil and natural gas
properties were unproved and were not subject to depletion.
Capitalized
Interest
Interest
from external borrowings is capitalized on major projects with an expected
construction period of one year or longer. Capitalized interest is added to the
cost of the underlying asset and is amortized over the useful lives of the
assets in the same manner as the underlying assets.
Asset
Retirement Obligation
ASC 41-20
(formerly FAS No. 143), requires that an asset retirement obligation (“ARO”)
associated with the retirement of a tangible long-lived asset be recognized as a
liability in the period in which it is incurred and becomes determinable. Under
this method, when liabilities for dismantlement and abandonment costs, excluding
salvage values, are initially recorded, the carrying amount of the related oil
and natural gas properties is increased. The fair value of the ARO asset and
liability is measured using expected future cash outflows discounted at the
Company’s credit-adjusted risk-free interest rate. Accretion of the liability is
recognized each period using the interest method of allocation, and the
capitalized cost is depleted using the units of production method. Should either
the estimated life or the estimated abandonment costs of a property change
materially, a new calculation is performed using the same methodology of taking
the abandonment cost and inflating it forward to its abandonment date and then
discounting it back to the present using the Company’s credit-adjusted-risk-free
rate. The carrying value of the asset retirement obligation is adjusted to the
newly calculated value, with a corresponding offsetting adjustment to the asset
retirement cost related to oil and gas property accounts.
Revenue
Recognition
Revenues
associated with sales of crude oil, natural gas, natural gas liquids, petroleum
and chemical products, and other items are recognized when title passes to the
customer, which is when the risk of ownership passes to the purchaser and
physical delivery of goods occurs, either immediately or within a fixed delivery
schedule that is reasonable and customary in the industry.
Revenues
associated with properties producing natural gas and crude oil, in which the
Company has an interest with other producers, are recognized based on the actual
volumes sold during the period. Any differences between volumes sold and
entitlement volumes, based on the Company’s net working interest, which are
deemed to be non-recoverable through remaining production, are recognized as
accounts receivable or accounts payable, as appropriate. Cumulative differences
between volumes sold and entitlement volumes are generally not
significant.
Revenues
associated with transactions commonly called buy/sell contracts, in which the
purchase and sale of inventory with the same counterparty are entered into “in
contemplation” of one another, are combined and reported net (i.e., on the same
income statement line).
Income
Taxes
The
Company is a limited liability company and is treated as a flow through entity
under the applicable provisions of the Internal Revenue
Code and local jurisdictions. Therefore, the Company is
not subject to income taxes, and any net income or loss as determined for income
tax purposes is allocated to the member based upon the provisions of the
Company’s Membership Operating Agreement.
Fair
Value of Financial Instruments
The
carrying value of accounts receivable, accounts payable, accrued expenses and
note payable-related party approximates fair value due to the short term nature
of these accounts.
9
Fiscal
year-end
The
Company’s year-end is August 31.
Recently
Issued Accounting Standards and Developments
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations,
financial position or cash flow.
(3) Going Concern
During
the period ended August 31, 2010, the Company has not generated any revenue and
therefore has been unable to generate cash flows sufficient to support its
operations and has been dependent on debt financing. In addition to negative
cash flow from operations, the Company has experienced recurring net losses, and
has an accumulated deficit of approximately $367,141.
These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
(4) Drilling Advances
The
Company is the designated operator of its oil and gas properties (see Note
5). In August 2010, the Company contracted to another party, Dawsey
Operating Company (“Dawsey”), the drilling operations of its Matthews/Dyami 1H
well. During the period ended August 31, 2010, the Company advanced
$58,000 to Dawsey (see Note 6). As of August 31, 2010, the Company
has a receivable from Dawsey of $6,830.
(5) Oil and Gas
Properties
Matthews
Lease
Effective
February 23, 2010, the Company bought a 75% working interest in an exploratory
area of 2,629 acres located in Zavala County, Texas (the “Matthews Lease”) for
$500,000 from OGR Energy Corporation (“OGR Energy”) (the “Purchase and Sale
Agreement”) OGR Energy owns a 15% working interest and Eagleford Energy Inc.
(“Eagleford Energy”) owns a 10% working interest. After production
revenue on the property reaches $12.5 million, the Company’s working interest
shall decrease by 13.5%. The royalties payable are 25% of the 75%
interest.
Pursuant
to the terms of the Purchase and Sale Agreement, the Company agreed to the
following activities on the Matthews Lease:
|
(a)
|
Within
one hundred eighty days following the Closing Date, the Company shall
commence operations to drill a well (the “Initial Test Well”) on the area
covered by the Matthews Lease to a depth of not less than 3,000 feet below
the surface or to the base of the San Miguel “D” formation. If
the Company fails to commence operations on the Initial Well within the
required time and drill the well to the required depth (or commence a
substitute well within 30 days of abandoning the Initial Test Well, in the
event the Initial test Well fails to reach the objective depth, all of the
interest acquired by the Company in the Matthews Lease shall be
transferred to OGR Energy without further
consideration;
|
|
(b)
|
After
completion of the Initial Test Well, the Company shall be required to
perform an injection operation to the Initial Test Well. If the Company
fails to commence operations to perform an injection operation on the
Initial Well on or before January 1, 2011, all of the interest acquired by
the Company in the Matthews Lease shall be transferred to OGR Energy
without further consideration;
|
10
|
(c)
|
In
addition to the operation in the Initial Test Well provided on (a) and (b)
above, on or before January 1, 2011, the Company shall commence a
horizontal well to test the Eagle Ford shale formation with a projected
lateral length of not less than 2,500 feet (the “Second Test
Well”). If the Company fails to commence operations on the
Second Test Well (or commence a substitute well within 30 days of
abandoning the Second Test Well, in the event the Second Test Well fails
to reach the objective depth), OGR Energy shall have, at its election, the
right to purchase from the Company all of the Company’s leasehold rights
to all depths below the base of the San Miguel formation for $100 per
acre, proportionately reduced to the percentage of interest acquired by
the Company, (a 75% working interest or
$197,206);
|
|
(d)
|
OGR
Energy shall be obligated to participate in each of the operations
provided for on (a), (b) and (c) above. If OGR Energy fails to
bear its share of the costs of such operations and top pay for the same in
a timely manner in accordance with the provisions of the corresponding
operating agreement (the “Matthews Lease Operating
Agreement”), OGR Energy is deemed to have forfeited the
interest in the well as to which it has failed to pay its share of costs,
and OGR Energy shall assign to the Company all of the interest its owns at
that time in such well and the leasehold acreage allocated thereto, in the
amount of twenty (20) acres for a San Miguel well, or one hundred sixty
(160) acres for the Eagle Ford Shale
well.
|
The
Company commenced operations to drill a well on the Matthews Lease Property in
the third week of August 2010. The Company is the designated operator
under the provisions of the Matthews Lease Operating Agreement.
Murphy
Lease
On
February 3, 2010 (the “Effective Date”), the Company bought a 100% working
interest in a 2,637 acre lease area also located in Zavala County, Texas (the
“Murphy Lease”) from Texas Land & Energy, LLC (“TL & E”)
for $237,330 (the “Assignment Agreement”). On the same date, the Company also
entered into an agreement with A. L. Dawsey pursuant to which the Company paid a
$10,000 prospect fee and a 10% carried interest on the drilling costs on the
first well drilled from surface to base of the Austin Chalk and a 3% carried
interest on the drilling costs on the first well drilled from the top of the
Eagle Ford shale to basement. Thereafter A. L. Dawsey has the right to
participate for a 10% and 3% working interest respectively. The
royalties payable under the Murphy Lease are 25%.
In
accordance with the Assignment Agreement, the Company agreed to commence
drilling (spud) a well to a depth to sufficiently test the Eagle Ford shale
within six (6) months from the Effective Date. If the Company fails
to commence drilling on such well within the 6 month period, (a) the Company
shall be liable to pay TL & E the amount of $25 per acre (the “Murphy Lease
Delay Payment”), which payment shall extend the period to commence the well for
another 6 month period or (b) the Company shall be required to release and
re-assign its rights to, and shall have no further interest in, the Murphy
Lease. During the development of the property covered by the Murphy
Lease, the Company is required to commence drilling of a well every 6 months, or
otherwise release and re-assign its rights to the Murphy Lease, but excluding
the unit acreage area it has already drilled and earned. Likewise, if
a producing well ceases to produce, and such well is not timely re-worked or
re-drilled within a 6 month period, the Company shall also be required to
release and re-assign its rights to the Murphy Lease.
On July
28, 2010, in accordance with an amendment to the Assignment Agreement (the
“Amendment”) entered into between the Company and TL & E, the Company paid
to an escrow agent $65,925 representing the Murphy Lease Delay Payment (the
“Escrow Deposit”). The Amendment provides that the Escrow Deposit
will be held by the escrow agent for a period of forty-five days, which period
began on August 4, 2010. On September 16, 2010, the Company and the
Murphy family (“Lessor”) agreed to a fifteen (15) day extension following the
original 45 day extension, and the Company also had a ten (10) day option
period, commencing immediately at the expiration of the 15-day extension period,
to commence spudding a well. The expiration date of the option was
October 12, 2010 (“Option Expiration Date”). The Company did not spud
on a well by the Option Expiration Date and the Escrow Deposit was considered as
payment in full of the Murphy Lease Delay Payment.
As of
August 31, 2010, all of the Company's investments in oil and gas properties are
located within the United States and contained in one cost center. As
no proven reserves related to these properties have been identified, the
properties are classified as “exploratory prospects” and are not currently
subject to amortization.
11
(6) Related Party
Transactions
On March
24, 2010, the Company borrowed $960,000 from Benchmark Enterprises, LLC under a
6% unsecured promissory note due on the earlier of March 24, 2011 or upon the
Company’s closing of a financing in excess of $4,500,000. The total interest
accrued at August 31, 2010 is $25,249. Benchmark is a member who owned a
34% interest immediately before the acquisition by Eagleford Energy (see Note 8)
..
As of
August 31, 2010, the Company has a receivable from Eagleford Energy of $9,442,
which pertains to Eagleford Energy’s share of costs as a 10% joint interest
owner on the Matthews Lease. Eagleford Energy acquired the Company
effective August 31, 2010 (see Note 8).
During
the period ended August 31, 2010, the Company received $58,000 from Eagleford
Energy that was used for the Company’s drilling activities.
(7) Commitments
and Contingencies
The
Company may from time to time become involved in legal proceedings arising in
the ordinary course of business. While the outcome of lawsuits cannot be
predicted with certainty, the Company is not currently a party to any proceeding
that it believes, if determined in a manner adverse to Dyami, could have a
potential material adverse effect on its financial condition, results of
operations or cash flows.
Additionally,
Dyami is subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. To the extent laws are enacted or other governmental action is taken
that restricts drilling or imposes environmental protection requirements that
result in increased costs to the oil and natural gas industry in general, the
business and prospects of Dyami could be adversely affected.
(8) Acquisition
Agreement with Eagleford Energy
Acquisition
Agreement
On August
31, 2010, Eagleford Energy, an Ontario, Canada corporation, bought all of the
membership interests of the Company, making the Company a wholly-owned
subsidiary in exchange for (i) units of Eagleford Energy at $0.90 per unit
valued at $3,140,000, and (ii) Eagleford Energy’s issuance of a
$960,000 secured promissory note to Benchmark in exchange for the Benchmark Note
(as discussed in Note 5). Each unit is comprised of one common
share and one-half a purchase warrant (the “Units”). Each full warrant is
exercisable into one additional common share at US$1.00 per share for a period
of four years from the date of issuance (the “Warrants”).The number of Units to
be issued to the members of Dyami is subject to certain working capital
adjustments at closing. The Eagleford Energy Note will bear interest at 6% per
annum, and is secured by the Matthews and Murphy Leases and will be payable on
December 31, 2011 or upon Eagleford Energy closing a financing or series of
financings in excess of US$4,500,000 (the “Acquisition Agreement”).
Purchase
Price Adjustment
Under the
terms of the Acquisition Agreement, to the extent the Company’s aggregate
liabilities at closing, excluding liabilities related to drilling contracts but
including the Benchmark Note, reduced by the amount of the Company’s cash and
accounts receivable at closing, are greater than $1,000,000, a corresponding
purchase price adjustment shall be made to reflect such greater amount and shall
be reflected in a reduction in the number of Units to be issued to the Company’s
members on a pro-rata basis.
Lock-Up
The
Acquisition Agreement provides that, without Eagleford Energy’s prior written
consent, the members of the Company may not offer, sell, contract to sell, grant
any option to purchase, hypothecate, pledge, transfer title to or otherwise
dispose of any Units or any of the shares issuable upon exercise of the Warrants
during the period commencing on the closing and ending on the 12 month
anniversary of the closing. The Acquisition Agreement also provides
that, during such Lock-Up Period, the members of the Company may not effect or
agree to effect any short sale or certain related transactions with respect to
Eagleford Energy’s common stock.
12
Share
Escrow
Under the
terms of the Acquisition Agreement, Eagleford Energy shall deliver to a
designated escrow agent certificates representing 50% of the Units (the “Escrow
Units”). The Escrow Units shall remain in escrow until such time that
Eagleford Energy receives an NI 51-101 report from an independent
engineering firm indicating at least 100,000 boe of proven reserves on either
the Murphy Lease or any formation below the San Miguel on the Matthews Lease
(the “Report”). The Escrow Units shall be held as a trust fund and
shall not be subject to any lien, attachment, trustee process or any other
judicial process of any creditor of the members of the Company, and shall be
held and disbursed solely for the purposes and in accordance with the terms of
the escrow agreement. In the event the Report is not received by Eagleford
Energy within two years of the closing, the escrow agent shall return the Escrow
Units to Eagleford Energy for cancellation. The members of the
Company may not assign or transfer any interest in the Escrowed Units while they
are held in escrow, however, the members of the Company are entitled to exercise
voting rights with respect to such escrowed shares.
(9) Subsequent
Events
On
October 8, 2010, the Company received written notice from OGR Energy and
Eagleford Energy confirming their participation in the drilling of the
Matthews/Dyami 1H well.
The
Company evaluated subsequent events through October 12,
2010.
13
Schedule
B
Unaudited
consolidated interim financial statements of Eagleford Energy Inc., for the nine
month period ended May 31, 2010 together with notes thereto.

EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Financial Statements
For
the period ended May 31, 2010
(Unaudited)
(Expressed
in Canadian Dollars)
Notice to
Reader
Management
has compiled the accompanying unaudited interim consolidated financial
information of Eagleford Energy Inc. consisting of the Consolidated Balance
Sheet as at May 31, 2010, Consolidated Statements of Loss, Comprehensive Loss
and Deficit, Consolidated Statements of Shareholders’ Equity and Consolidated
Statements of Cash Flows for the three and nine months ended May 31, 2010 and
2009 stated in Canadian Dollars. Eagleford Energy Inc.’s independent auditor has
not performed a review of these unaudited interim consolidated financial
statements in accordance with standards established by the Canadian Institute of
Chartered Accountants for a review of interim financial statements by an
entity’s auditor.
Suite
1505-1 King Street West, Toronto, Ontario M5H 1A1 Telephone: (416) 364-4039,
Facsimile: (416) 364-8244
1
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Balance Sheets
(Expressed
in Canadian Dollars)
|
May 31, 2010
|
August 31, 2009
|
|||||||
|
Assets
|
||||||||
|
Current
|
||||||||
|
Cash
and cash equivalents
|
$ | 25,531 | $ | 172,905 | ||||
|
Marketable
securities (Note 5)
|
1 | 1 | ||||||
|
Other
receivables
|
26,121 | 20,421 | ||||||
| 51,653 | 193,327 | |||||||
|
Oil
and gas interests (Note 6)
|
381,156 | 407,000 | ||||||
| $ | 432,809 | $ | 600,327 | |||||
|
Liabilities
and Shareholders' Equity
|
||||||||
|
Current
|
||||||||
|
Accounts
payable (Note 9)
|
$ | 149,157 | $ | 152,984 | ||||
|
Income
taxes payable
|
- | 10,215 | ||||||
|
Loans
payable (Note 10)
|
167,500 | 167,500 | ||||||
| 316,657 | 330,699 | |||||||
|
Long
term
|
||||||||
|
Asset
retirement obligations (Note 7)
|
3,845 | 3,634 | ||||||
| 320,502 | 334,333 | |||||||
|
Shareholders'
Equity
|
||||||||
|
Share
capital (Note 8)
|
877,086 | 825,386 | ||||||
|
Warrants
(Note 8)
|
417,934 | 431,134 | ||||||
|
Contributed
surplus (Note 8)
|
38,000 | 38,000 | ||||||
|
Deficit
|
(1,220,713 | ) | (1,028,526 | ) | ||||
| 112,307 | 265,994 | |||||||
| $ | 432,809 | $ | 600,327 | |||||
Going
concern (Note 1)
Related
Party Transactions and Balances (Note 9)
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
2
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Loss, Comprehensive Loss and Deficit
(Expressed
in Canadian Dollars)
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
|
May
31,
|
May
31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Oil
and gas operations
|
||||||||||||||||
|
Revenue
|
$ | 19,291 | $ | 32,796 | $ | 82,010 | $ | 33,121 | ||||||||
|
Royalties
|
(4,611 | ) | (4,364 | ) | (20,072 | ) | (4,454 | ) | ||||||||
| $ | 14,680 | $ | 28,432 | $ | 61,938 | $ | 28,667 | |||||||||
|
Operating
costs
|
11,306 | 26,498 | 52,488 | 26,857 | ||||||||||||
|
Depletion
|
6,836 | 8,057 | 25,844 | 8,264 | ||||||||||||
| 18,142 | 34,555 | 78,332 | 35,121 | |||||||||||||
|
Loss
from oil and gas operations
|
(3,462 | ) | (6,123 | ) | (16,394 | ) | (6,454 | ) | ||||||||
|
Expenses
|
||||||||||||||||
|
Management
fees (Note 9)
|
7,500 | 4,500 | 22,500 | 10,500 | ||||||||||||
|
Office
and general
|
538 | 3,518 | 1,905 | 3,735 | ||||||||||||
|
Professional
fees
|
41,528 | 40,144 | 104,286 | 40,263 | ||||||||||||
|
Transfer
and registrar costs
|
21,016 | 4,693 | 37,217 | 9,428 | ||||||||||||
|
Head
office services
|
1,100 | 3,900 | 9,915 | 9,952 | ||||||||||||
| 71,682 | 56,755 | 175,823 | 73,878 | |||||||||||||
|
Operating
loss for the period
|
(75,144 | ) | (62,878 | ) | (192,217 | ) | (80,332 | ) | ||||||||
|
Other
item
|
||||||||||||||||
|
Interest
|
- | 324 | 30 | 1,438 | ||||||||||||
|
Net
loss and comprehensive loss for the period
|
(75,144 | ) | (62,554 | ) | (192,187 | ) | (78,894 | ) | ||||||||
|
Deficit,
beginning of period
|
(1,145,569 | ) | (716,005 | ) | (1,028,526 | ) | (699,665 | ) | ||||||||
|
Deficit,
end of period
|
$ | (1,220,713 | ) | $ | (778,559 | ) | $ | (1,220,713 | ) | $ | (778,559 | ) | ||||
|
Loss
per share, basic and diluted
|
$ | (0.003 | ) | $ | (0.005 | ) | $ | (0.008 | ) | $ | (0.007 | ) | ||||
|
Weighted
average shares outstanding
|
24,483,646 | 11,878,061 | 24,295,847 | 11,732,302 | ||||||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
3
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Shareholders' Equity
(Expressed
in Canadian Dollars)
|
For the nine months ended May 31,
2010
|
|
SHARE
|
||||||||||||||||||||||||||||
|
CAPITAL
|
WARRANTS |
CONTRIBUTED
|
||||||||||||||||||||||||||
|
Number
|
Amount
|
Number
|
Amount
|
SURPLUS
|
DEFICIT
|
TOTAL
|
||||||||||||||||||||||
|
Balance,
August 31, 2009
|
24,232,559 | $ | 825,386 | 16,335,820 | $ | 431,134 | $ | 38,000 | $ | (1,028,526 | ) | $ | 265,994 | |||||||||||||||
|
Warrants
exercised for the period
|
550,000 | 51,700 | (550,000 | ) | (13,200 | ) | 38,500 | |||||||||||||||||||||
|
Net
loss for the period
|
(192,187 | ) | ||||||||||||||||||||||||||
|
Balance,
May 31, 2010
|
24,782,559 | $ | 877,086 | 15,785,820 | $ | 417,934 | $ | 38,000 | (1,220,713 | ) | $ | 112,307 | ||||||||||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
4
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statement of Cash Flows
(Expressed
in Canadian Dollars)
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
|
May
31,
|
May
31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Cash
provided by (used in)
|
||||||||||||||||
|
Operating
activities
|
||||||||||||||||
|
Net
loss for the period
|
$ | (75,144 | ) | $ | (62,554 | ) | $ | (192,187 | ) | $ | (78,894 | ) | ||||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||||||
|
Depletion
and accretion
|
6,911 | 8,121 | 26,055 | 8,329 | ||||||||||||
|
Changes
in non-cash working capital balances:
|
||||||||||||||||
|
Other
receivables
|
1,018 | (5,673 | ) | (5,700 | ) | (6,527 | ) | |||||||||
|
Accounts
payable
|
11,135 | (3,652 | ) | (3,827 | ) | (3,529 | ) | |||||||||
|
Income
taxes payable
|
- | - | (10,215 | ) | - | |||||||||||
| (56,080 | ) | (63,758 | ) | (185,874 | ) | (80,621 | ) | |||||||||
|
Investing
activities
|
||||||||||||||||
|
Cash
and cash equivalents on acquisition of 1354166 Alberta
Ltd.
|
- | - | - | 90,499 | ||||||||||||
|
Financing
activities
|
||||||||||||||||
|
Notes
payable
|
(118,000 | ) | ||||||||||||||
|
Issuance
of common shares for cash, net
|
- | - | - | 180,013 | ||||||||||||
|
Warrents
exercised
|
38,500 | - | 38,500 | - | ||||||||||||
| 38,500 | - | 38,500 | 62,013 | |||||||||||||
|
Decrease
in cash for the period
|
(17,580 | ) | (63,758 | ) | (147,374 | ) | 71,891 | |||||||||
|
Cash,
beginning of the period
|
43,111 | 338,375 | 172,905 | 202,726 | ||||||||||||
|
Cash,
end of the period
|
$ | 25,531 | $ | 274,617 | $ | 25,531 | $ | 274,617 | ||||||||
|
Cash
consists of:
|
||||||||||||||||
|
Cash
|
$ | 25,531 | $ | 47,842 | $ | 25,531 | $ | 47,842 | ||||||||
|
Cash
equivalents
|
- | 226,775 | - | 226,775 | ||||||||||||
| $ | 25,531 | $ | 274,617 | $ | 25,531 | $ | 274,617 | |||||||||
|
Non-cash
transactions:
|
||||||||||||||||
|
Acquisition
of subsidiary
|
$ | - | $ | - | $ | 445,528 | ||||||||||
|
Issuance
of units on acquisition of subsidiary
|
$ | - | $ | - | $ | (445,528 | ) | |||||||||
|
Shares
issued to settle debt
|
$ | - | $ | - | $ | 62,500 | ||||||||||
|
Supplemental
information:
|
||||||||||||||||
|
Income
Taxes Paid
|
$ | - | $ | - | $ | 10,215 | $ | - | ||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
5
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
1. Nature
of Business
The
Company's business focus consists of acquiring, exploring and developing oil and
gas interests. The recoverability of the amount shown for these properties is
dependent upon the existence of economically recoverable reserves, the ability
of the Company to obtain the necessary financing to complete exploration and
development, and future profitable production or proceeds from disposition of
such property. In
addition the Company holds a 0.3% net smelter return royalty on 8 mining claim
blocks located in Red Lake, Ontario which is carried on the consolidated balance
sheets at nil.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the payment of liabilities in
the ordinary course of business. The Company plans to obtain additional
financing by way of debt or the issuance of common shares or some other means to
service its current working capital requirements, any additional or unforeseen
obligations or to implement any future opportunities. Should the Company be
unable to continue as a going concern, it may be unable to realize the carrying
value of its assets and to meet its liabilities as they become due. These
consolidated financial statements do not include any adjustments for this
uncertainty.
The
Company has accumulated losses and cash flows from operations are negative which
raises doubt as to the validity of the going concern assumption. As at May 31,
2010, the Company had a working capital deficiency of $265,004 and an
accumulated deficit of $1,220,713. Management of the Company does not have
sufficient funds to meet its liabilities for the ensuing twelve months as they
fall due. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future, which
is at least, but not limited to, twelve months from the end of the reporting
period. The Company's ability to continue operations and fund its liabilities is
dependent on management's ability to secure additional financing and cash flow.
Management is pursuing such additional sources of financing and cash flow and
while it has been successful in doing so in the past, there can be no assurance
it will be able to do so in the future. Management is aware, in making its
assessment, of material uncertainties related to events or conditions that may
cast significant doubt upon the entity's ability to continue as a going concern.
Accordingly, they do not give effect to adjustments that would be necessary
should the Company be unable to continue as a going concern and therefore to
realize its assets and liquidate its liabilities and commitments in other than
the normal course of business and at amounts different from those in the
accompanying consolidated financial statements.
2.
Significant
Accounting Policies
The
Company’s unaudited consolidated financial statements for the period ended May
31, 2010 and 2009 include the accounts of the Company and its wholly owned
subsidiary1354166 Alberta Ltd. from the date of acquisition, February 27, 2009.
On November 12, 2009, the Company’s wholly owned subsidairy1406768 Ontario Inc.,
changed its name to Eagleford Energy Inc. On November 30, 2009 the Company
amalgamated with Eagleford Energy Inc. and upon the amalgamation the entity's
new name is Eagleford Energy Inc.
The
unaudited interim consolidated financial statements of Eagleford Energy Inc.
(“Eagleford” or the “Company”) have been prepared in accordance with accounting
principles generally accepted in Canada using the same accounting policies and
methods as those disclosed in the audited consolidated financial statements for
the year ended August 31, 2009.
6
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
2. Significant
Accounting Policies (cont’d)
For the
period ended May 31, 2010 and 2009, the preparation of our unaudited interim
consolidated financial statements in accordance with US GAAP would not have
resulted in material differences to the consolidated balance sheet or
consolidated statement of loss, comprehensive loss and deficit from our
unaudited interim consolidated financial statements prepared using Canadian
GAAP.
These
unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes for the
fiscal year ended August 31, 2009. In the opinion of management, all adjustments
considered necessary for the fair presentation have been included in these
unaudited interim financial statements. Operating results for the period ended
May 31, 2010 are not indicative of the results that may be expected for the full
year ended August 31, 2010.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Eagleford, the legal
parent, together with its wholly owned subsidiary, 1354166 Alberta Ltd. All
material inter-company transactions have been eliminated.
Marketable
Securities
At each
financial reporting period, the Company estimates the fair value of investments
which are held-for-trading, based on quoted closing bid prices at the
consolidated balance sheet dates or the closing bid price on the last day the
security traded if there were no trades at the consolidated balance sheet dates
and such valuations are reflected in the consolidated financial statements. The
resulting values for unlisted securities whether of public or private issuers,
may not be reflective of the proceeds that could be realized by the Company upon
their disposition. The fair value of the securities at May 31, 2010 was $1
(August 31, 2009 - $1).
Cash
and Cash Equivalents
The
Company classified cash, redeemable investment deposits, and deposits with
original maturities less than or equal to three months as cash and cash
equivalents.
Oil
and Gas Interests
The
Company follows the successful efforts method of accounting for its oil and gas
interest. Under this method, costs related to the acquisition,
exploration, and development of oil and gas interests are capitalized. The
Company carries as an asset, exploratory well costs if a) the well found a
sufficient quantity of reserves to justify its completion as a producing well
and b) the Company is making sufficient progress assessing the reserves and the
economic and operating viability of the project. If a property is not productive
or commercially viable, its costs are written off to
operations. Impairment of non-producing properties is assessed based
on management's expectations of the properties.
Costs
capitalized, together with the costs of production equipment, are depleted on
the unit-of-production method based on the estimated proved
reserves.
Proved
oil and gas properties held and used by the Company are reviewed for impairment
whenever events and circumstances indicate that the carrying amounts may not be
recoverable. Impairments are measured by the amount by which the asset’s
carrying value exceeds its fair value and is included in the determination of
net income for the year.
Revenue
Recognition
Revenues
associated with the sale of crude oil and natural gas are recorded when the
title passes to the customer. The customer has assumed the risks and rewards of
ownership, prices are fixed or determinable and collectability is reasonably
assured. The
Company does not enter into ongoing arrangements whereby it is required to
repurchase its products, nor does the Company provide the customer with a right
of return.
7
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
2. Significant
Accounting Policies (cont’d)
Royalties
As is
normal to the industry, the Company's future production is subject to crown
royalties. These amounts are reported net of related tax
credits.
Environmental and Site
Restoration Costs
The
Company recognizes an estimate of the liability associated with an asset
retirement obligation (“ARO”) in the financial statements at the time the
liability is incurred. The estimated fair value of the ARO is recorded as a
long-term liability with a corresponding increase in the carrying amount of the
related asset. The capitalized amount is depleted on a straight-line basis over
the estimated life of the asset. The liability amount is increased each
reporting period due to the passage of time and the amount of accretion to
operations in the period. The ARO can also increase or decrease due to changes
in the estimates of timing of cash flows or changes in the original estimated
undiscounted cost. Actual costs incurred upon settlement of the ARO are charged
against the ARO to the extent of the liability recorded.
Ceiling
Test
The
Company performs a ceiling test calculation in accordance with the Canadian
Institute of Chartered Accountants’ successful efforts method guidelines,
including an impairment test on undeveloped properties. The recovery of costs is
tested by comparing the carrying amount of the oil and natural gas assets to the
reserves report. If the carrying amount exceeds the recoverable amount, then
impairment would be recognized on the amount by which the carrying amount of the
assets exceeds the present value of expected cash flows using proved plus
probable reserves and expected future prices and costs. At May 31, 2010 the
Company recorded an impairment of Nil (August 31, 2009 - $105,805).
Foreign
Currencies
Assets
and liabilities denominated in currencies other than Canadian dollars are
translated at exchange rates in effect at the balance sheet date. Revenue and
expense items are translated at the average rates of exchange for the year.
Exchange gains and losses are included in the determination of net income for
the year.
Financial
Instruments
The
Company's financial instruments consist of certain instruments with short term
maturities. It is management's opinion that the Company is not
exposed to any significant interest rate or credit risks arising from these
financial instruments. The fair value of short term financial
instruments approximates the carrying value. All of the Company's
cash is held at one major financial institution.
Accounting
Estimates
The
preparation of the consolidated financial statements in conformity with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and the
disclosures of revenues and expenses for the reported year. Actual
results may differ from those estimates.
The
amounts recorded for depletion and amortization of oil and gas properties and
the valuation of these properties, are based on estimates of proved and probable
reserves, production rates, oil and gas prices, future costs and other relevant
assumptions. The effect on the consolidated financial statements of
changes in estimates in future periods could be significant.
Income
Taxes
The
Company accounts for income taxes under the asset and liability
method. Under this method, future income tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between financial reporting and tax bases of assets and liabilities and
available loss carry forwards and are measured using the substantively enacted
tax rates and laws that will be in effect when the differences are expected to
be reversed. A valuation allowance is established to reduce tax
assets if it is more likely than not that all or some portions of such tax
assets will not be realized.
8
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
2. Significant
Accounting Policies (cont’d)
Non-Monetary
Transactions
Transactions
in which shares or other non-cash consideration are exchanged for assets or
services are measured at the fair value of the assets or services involved in
accordance with Section 3830 (“Non-monetary Transactions”) of the Canadian
Institute of Chartered Accountants Handbook (“CICA Handbook”).
Stock-Based
Compensation
The
Company has a stock option plan. The fair value method of accounting is used to
account for stock options granted to directors, officers and employees whereby
the fair value of options granted is recorded as a compensation expense in the
consolidated financial statements. Compensation expense is based on the
estimated fair value at the time of the grant and recognized over the vesting
period of the option. Upon exercise of the options, the amount of the
consideration paid together with the amount previously recorded in contributed
surplus is recorded as an increase in share capital.
Loss
Per Share
Basic
loss per share is calculated by dividing the loss for the year by the weighted
average number of common shares outstanding during the year. Diluted loss per
share is computed using the treasury stock method. Under this method, the
diluted weighted average number of shares is calculated assuming the proceeds
that arise from the exercise of stock options and other dilutive instruments are
used to repurchase the Company’s shares at their weighted average market price
for the period.
3. Change
in Accounting Policy and Future Accounting Changes
Accounting
Changes
During
fiscal 2008 the Company adopted CICA Section 3865, “Hedges” which specifies
circumstances under which hedge accounting is permissible and how hedge
accounting may be performed. The Company currently does not have any
hedges.
During
fiscal 2008, the Company adopted CICA Section 3862, “Financial Instruments –
Disclosures” and Section 3863, “Financial Instruments–Presentation”, which will
replace Section 3861, “Financial Instruments – Disclosure and Presentation”.
These new sections 3862 (on disclosures) and 3863 (on presentation) replace
Section 3861, revising and enhancing its disclosure requirements, and carrying
forward unchanged its presentation requirements. Section 3862 complements the
principles recognizing measuring and presenting financial assets and financial
liabilities in Financial Instruments. Section 3863 deals with the classification
of financial instruments, from the perspective of the issuer, between
liabilities and equity, the classification of related interest, dividends,
losses and gains, and the circumstances in which financial assets and financial
liabilities are offset (see Note 12).
During
fiscal 2008, the Company adopted CICA 1535, “Capital Disclosures”. This new
pronouncement establishes standards for disclosing information about an entity’s
capital and how it is managed. Section 1535 also requires the disclosure of any
externally-imposed capital requirements, whether the entity has complied with
them, and if not, the consequences (see Note 13).
During
fiscal 2008 the Company adopted CICA Section 3031, “Inventories” which replaced
Section 3030 and establishes new standards for the measurement and disclosure of
inventories. The main features of the new Section are as
follows:
9
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
3.
Change
in Accounting Policy and Future Accounting
Changes (cont’d)
|
·
|
Measurement
of inventories at the lower of cost and net realizable
value
|
|
·
|
Consistent
use of either first-in, first-out or a weighted average cost formula to
measure cost
|
|
·
|
Reversal
of previous write-down to net realizable value when there is a subsequent
increase to the value of
inventories.
|
|
|
|
The
adoption of this standard did not have an impact on the Company’s financial
statements.
In
January 2009, the CICA issued EIC-173 which provides guidance on how to take
into account credit risk of an entity and counterparty when determining the fair
value of financial assets and financial liabilities, including derivative
instruments. The application of this EIC did not have a material effect on the
Company’s financial statements.
During
fiscal 2010 the Company adopted Section 3064, “Goodwill and Intangible Assets”.
This section replaces Section 3062, “Goodwill and Other Intangible Assets” and
Section 3450, “Research and Development Costs”. Various changes have
been made to other sections of the CICA Handbook for consistency purposes.
Section 3064 establishes standards for the recognition, measurement,
presentation and disclosure of goodwill subsequent to its initial recognition
and of intangible assets by profit-oriented enterprises. Standards concerning
goodwill are unchanged from the standards included in the previous Section 3062.
The adoption of this standard did not have an impact on the Company’s financial
statements.
During
fiscal 2010, the Company adopted amended Section 1400, “General Standard of
Financial Statement Presentation” which includes requirements to assess and
disclose the Company’s ability to continue as a going concern. The adoption of
this new section did not have an impact on the Company’s financial
statements.
Future
Accounting Changes
Business
Combinations, Consolidated Financial Statements and Non-controlling Interests –
The CICA issued three new accounting standards in January 2009: section 1582,
Business Combinations,
section 1601, Consolidated
Financial Statements, and section 1602, Non-controlling interests.
These new standards will be effective for fiscal years beginning on or after
January 1, 2011. The Company is in the process of evaluating the requirements of
the new standards.
Section
1582 replaces section 1581, and establishes standards for the accounting for a
business combination. It provides the Canadian equivalent to International
Financial Reporting Standard IFRS 3 – Business Combinations. The section
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after January 1, 2011.
Sections
1601 and 1602 together replace 1600 – Consolidated Financial Statements.
Section 1601 establishes standards for the preparation of consolidated
financial statements. Section 1601 applies to interim and annual consolidated
financial statements relating to fiscal years beginning on or after January 1,
2011.
Section
1602 establishes standards for accounting for a non-controlling interest in a
subsidiary in consolidated financial statements subsequent to a business
combination. It is equivalent to the corresponding provisions of International
Financial Reporting Standard IAS 27 - Consolidated and Separate Financial
Statements and applies to interim and annual consolidated financial
statements relating to fiscal years beginning on or after January 1, 2011. The
adoption of these new Standards are not expected to have any significant impact
on the Company’s Financial Statements.
10
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
3.
Change
in Accounting Policy and Future Accounting
Changes (cont’d)
In
December 2009, the CICA issued EIC 175 – “Multiple Deliverable Revenue
Arrangements” replacing EIC 142 – “Revenue Arrangements with Multiple
Deliverables”. This abstract was amended to: (1) provide updated guidance on
whether multiple deliverables exist, how the deliverables in an arrangement
should be separated, and the consideration allocated; (2) require, in situations
where a vendor does not have vendor-specific objective evidence (“VSOE”) or
third-party evidence of selling price, that the entity allocate revenue in an
arrangement using estimated selling prices of deliverables; (3) eliminate the
use of the residual method and require an entity to allocate revenue using the
relative selling price method; and (4) require expanded qualitative and
quantitative disclosures regarding significant judgments made in applying this
guidance. The accounting changes summarized in EIC 175 are effective for fiscal
periods beginning on or after January 1, 2011, with early adoption permitted.
Adoption may either be on a prospective basis or by retrospective application.
If the Abstract is adopted early, in a reporting period that is not the first
reporting period in the entity’s fiscal period, it must be applied
retrospectively from the beginning of the Company’s fiscal period of adoption.
The Company expects to adopt EIC 175 effective January 1, 2011. The Company does
not believe the standard will have a material impact on its consolidated
financial statements.
In
February 2008, the Accounting Standards Board “(AcSB)” confirmed that the use of
IFRS will be required in 2011 for publicly accountable enterprises in Canada. In
April 2008, the AcSB issued an IFRS Omnibus Exposure Draft proposing that
publicly accountable enterprises be required to apply IFRS, in full and without
modification, for fiscal years beginning on or after January 1, 2011. The
Company will issue its initial audited consolidated financial statements under
IFRS including comparative information for the year ending August 31,
2011.
The
eventual changeover to IFRS represents changes due to new accounting standards.
The transition from current Canadian GAAP to IFRS is a significant undertaking
that may materially affect the Company's reported financial position and results
of operations.
The
Company is assessing the potential impacts of this changeover and is developing
its IFRS changeover plan, which will include project structure and governance,
resourcing and training, analysis of key GAAP differences and a phased plan to
assess accounting policies under IFRS as well as potential exemptions to the
initial adoption of IFRS as permitted by IFRS Statement 1.
4.
Segmented
Information
The
Company’s only segment is oil and gas exploration and production. All reportable
segments are located in Canada.
5.
Marketable
Securities
|
May
31, 2010
|
||||
|
Investments
in quoted companies
|
||||
|
(market
value $1 (August 31, 2009 - $1))
|
$ | 1 | ||
6.
Oil
and Gas Interests
|
Net
book value at August 31, 2009
|
$ | 407,000 | ||
|
Accumulated
Depletion
|
(25,844 | ) | ||
|
Net
book value May 31, 2010
|
$ | 381,156 |
The
Company’s has a 0.5% non convertible gross overriding royalty in a natural gas
well located in the Haynes area of Alberta and a 5.1975% interest in a natural
gas unit located in the Botha area of Alberta, Canada.
11
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
7.
Asset
Retirement Obligation
The
Company’s asset retirement obligations result from net ownership interests in
natural gas assets including well sites, gathering systems and processing
facilities. The Company estimates the total undiscounted amount of cash flow
required to settle its asset retirement obligations at May 31, 2010 was
approximately $8,629 which will be incurred between 2009 and 2026 (August 31,
2009 $8,840). A credit-adjusted risk-free rate of 7 percent and an annual
inflation rate of 5 percent were used to calculate the future asset retirement
obligation.
|
Balance,
August 31, 2009
|
$ | 3,634 | ||
|
Accretion
expense
|
211 | |||
|
Balance,
May 31, 2010
|
$ | 3,845 |
8.
Share
Capital and Contributed Surplus
Authorized:
Unlimited
number of common shares
Unlimited
non-participating, non-dividend paying, voting redeemable preference
shares
Issued:
|
Common
Shares
|
Number
|
Amount
|
||||||
|
Balance
at August 31, 2009
|
24,232,559 | $ | 825,386 | |||||
|
Exercise
of warrants
|
550,000 | 51,700 | ||||||
|
Balance
at May 31, 2010
|
24,782,559 | $ | 877,086 | |||||
|
Warrants
|
Number
|
Exercise
Price
|
Expiry
Date
|
Amount
|
|||||||||
| 2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | ||||||||
| 2,600,000 | $ | 0.07 |
February
5, 2014
|
62,400 | |||||||||
| 1,000,256 | $ | 0.07 |
February
25, 2014
|
24,006 | |||||||||
| 10,160,564 | $ | 0.07 |
February
27, 2014
|
243,853 | |||||||||
|
Balance
at August 31, 2009
|
16,335,820 | $ | 431,134 | ||||||||||
|
Exercised
|
(550,000 | ) | $ | 0.07 |
February
5, 2014
|
(13,200 | ) | ||||||
|
Balance
at May 31, 2010
|
15,785,820 | $ | 417,934 | ||||||||||
The fair
value of the warrants was estimated using the Black-Scholes pricing
model.
12
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
8. Share
Capital and Contributed Surplus (cont’d)
|
Weighted
Average Shares Outstanding
|
||||||||||||||||
|
Three
Months Ended
|
Nine
months Ended
|
|||||||||||||||
|
May
31,
|
May
31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Weighted
average shares outstanding, basic
|
24,483,646 | 11,878,061 | 24,295,847 | 11,732,302 | ||||||||||||
|
Dilutive
effect of warrants
|
15,785,820 | 3,981,322 | 15,785,820 | 2,940,382 | ||||||||||||
|
Weighted
average shares outstanding, diluted
|
40,269,466 | 15,859,383 | 40,081,667 | 14,672,684 | ||||||||||||
The
effects of any potential dilutive instruments on loss per share related to the
outstanding warrants are anti-dilutive and therefore have been excluded from the
calculation of diluted loss per share.
Stock
Option Plan
The
Company has a stock option plan to provide incentives for directors, officers
and consultants of the Company. The maximum number of shares, which
may be set aside for issuance under the stock option plan, is 4,846,512 common
shares. To date, no options have been issued.
Contributed
Surplus
As part
of the April 14, 2008 debt conversion, Ms. Hall, the former President of the
Company, converted $50,000 of debt through the issuance of 500,000 common shares
at an attributed value of $0.10 per share and forgave $38,000 of debt owed to
her by the Company, which was recorded as an increase to contributed
surplus.
9.
Related
Party Transactions and Balances
The
following transactions with an individual related to the Company which arose in
the normal course of business have been accounted for at the exchange amount
being the amount agreed to by the related parties, which approximates the arms
length equivalent value:
|
May
31, 2010
|
May
31, 2009
|
|||||||
|
Management
fees to the former President and Director of the
Company
|
$ | 22,500 | $ | 10,500 | ||||
The
following balances owing to an individual related to the Company are included in
accounts payable and advances payable and are unsecured, non-interest
bearing and due on demand:
|
May
31, 2010
|
August
31, 2009
|
|||||||
|
Management
fees to the former President and Director of the
Company
|
$ | - | $ | 14,700 | ||||
|
10.
|
Loans
Payable
|
The loans
payable in the amount of $167,500 are unsecured, non-interest bearing and
repayable on demand. The amount of $110,000 is due to an arms length party.
On February 27, 2009, the Company entered into an agreement to settle
$62,500 of the $120,000 loan through the issuance of a total of 1,250,000 units
at an attributed value of $0.05 per unit. Each unit was comprised of
one common share and one common share purchase warrant. Each warrant
is exercisable until February 27, 2014 to purchase one common share at a
purchase price of $0.07 per share. The balance of the loan payable to a
shareholder is $57,500.
13
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
11.
Seasonality
and Trend Information
The
Company’s oil and gas operations is not a seasonal business, but increased
consumer demand or changes in supply in certain months of the year can influence
the price of produced hydrocarbons, depending on the circumstances. Production
from the Company’s oil and gas properties is the primary determinant for the
volume of sales during the year.
There are
a number of trends that have been developing in the oil and gas industry during
the past several years that appear to be shaping the near future of the
business.
The first
trend is the volatility of commodity prices. Natural gas is a commodity
influenced by factors within North America. A tight supply demand balance for
natural gas causes significant elasticity in pricing, whereas higher than
average storage levels tend to depress natural gas pricing. Drilling activity,
weather, fuel switching and demand for electrical generation are all factors
that affect the supply-demand balance. Recently, liquefied natural gas shipments
to North America have also resulted in natural gas supply and natural gas
pricing being based more on factors other than supply and demand in North
America. Changes to any of these or other factors create price
volatility.
Crude oil
is influenced by the world economy, Organization of the Petroleum Exporting
Countries' ("OPEC") ability to adjust supply to world demand and weather.
Political events also trigger large fluctuations in price levels. The global
financial crisis has reduced liquidity in financial markets thereby restricting
access to financing and has caused volatility to commodity prices. Petroleum
prices may remain volatile as a result of market uncertainties over the supply
and demand of these commodities due to the current state of the world economies,
OPEC actions and the ongoing global credit and liquidity concerns.
The
impact on the oil and gas industry from commodity price volatility is
significant. During periods of high prices, producers generate sufficient cash
flows to conduct active exploration programs without external capital. Increased
commodity prices frequently translate into very busy periods for service
suppliers triggering premium costs for their services. Purchasing land and
properties similarly increase in price during these periods. During low
commodity price periods, acquisition costs drop, as do internally generated
funds to spend on exploration and development activities. With decreased demand,
the prices charged by the various service suppliers also decline.
World oil
and gas prices are quoted in United States dollars and the price received by
Canadian producers is therefore effected by the Canadian/U.S. dollar exchange
rate, which will fluctuate over time. Material increases in the value of the
Canadian dollar may negatively impact production revenues from Canadian
producers. Such increases may also negatively impact the future value of such
entities' reserves as determined by independent evaluators. In recent years, the
Canadian dollar has increased materially in value against the United States
dollar.
A second
trend within the Canadian oil and gas industry is the "renewal" of private and
small junior oil and gas companies starting up business. These companies often
have experienced management teams from previous industry organizations that have
disappeared as a part of the ongoing industry consolidation. Many are able to
raise capital and recruit well qualified personnel. To the extent that this
trend continues, we will have to compete with these companies and others to
attract qualified personnel.
A third
trend currently affecting the oil and gas industry is the impact on capital
markets caused by investor uncertainty in the global economy. The capital market
volatility in Canada has also been affected by uncertainties surrounding the
economic impact that the Kyoto Protocol and other environmental initiatives will
have on the sector and, in more recent times, by the tax changes relating to
income trusts and other "specified investment flow-through" entities ("SIFTs")
and by the NRF and new Alberta government royalty programs implemented along
with the NRF. The impact of the NRF and these new royalty programs is still
being determined and will vary company to company based on the percentage of
production in Alberta, their commodity mix and depths of production, among other
things. The amount and degree of these impacts have yet to be
determined.
14
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
11.
Seasonality
and Trend Information (cont’d)
Pursuant
to the existing provisions of the Tax Act, to the extent that a SIFT has any
income for a taxation year after certain inclusions and deductions, the SIFT
will be permitted to deduct all amounts of income which are paid or become
payable by it to unit holders in the year. Under the legislation which received
Royal Assent on June 22, 2007, SIFTs will be liable for tax at a rate consistent
with the taxes currently imposed on corporations commencing in January 2011,
provided that the SIFT experiences only "normal growth" and no "undue expansion"
before then, in which case the tax could be imposed prior to the January 2011
deadline. Although the tax changes will not affect the method in which the
Company will be taxed, it may have an impact on the ability of a SIFT to
purchase producing assets from oil and gas exploration and production companies
(as well as the price that a SIFT is willing to pay for such an acquisition)
thereby affecting exploration and production companies' ability to be sold to a
SIFT which has been a key "exit strategy" in recent years for oil and gas
companies. This may be a benefit for the Company as it will compete with SIFTs
for the acquisition of oil and gas properties from junior producers. However, it
may also limit the Company’s ability to sell producing properties or pursue an
exit strategy.
12.
Financial
Instruments and Risk Factors
The
Company is exposed to financial risk, in a range of financial instruments
including cash, other receivables and accounts payable and income taxes payable
and loans payable. The Company manages its exposure to financial risks by
operating in a manner that minimizes its exposure to the extent practical. The
main financial risks affecting the Company are discussed below.
Fair
Value of Financial Instruments
The fair
value measurement of assets and liabilities recognized on the consolidated
balance sheet are categorized into levels within a fair value hierarchy based on
the nature of valuation inputs.
The fair
value hierarchy has the following levels:
|
Level 1:
|
Quoted
prices in active markets for identical assets or
liabilities;
|
|
Level 2:
|
Inputs
other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or
indirectly;
|
|
Level 3:
|
Inputs
for the asset or liability that are not based on observable market
data.
|
The fair
value hierarchy for financial instruments measured at fair value is Level 1 for
cash, other receivables, accounts payable and loans payable are classified as
Level 3.
The
carrying amounts of cash, other receivables and accounts payable approximates
their fair values because of the short-term maturities of the
items. The loans payable are non-interest bearing with no
specific terms of repayment and due on demand. The fair values of
these amounts have not been disclosed because the cash flow stream of the loans
payable are not determinable.
15
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
|
12.
|
Financial
Instruments and Risk
Factors (cont’d)
|
The fair
value of financial instruments at May 31, 2010 and August 31, 2009 is summarized
as follows:
|
May 31, 2010
|
August 31, 2009
|
|||||||||||||||
|
Amount
|
Fair
Value
|
Amount
|
Fair
Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 25,531 | $ | 25,531 | $ | 172,905 | $ | 172,905 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Other
receivables
|
$ | 26,121 | $ | 26,121 | $ | 20,421 | $ | 20,421 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 149,157 | $ | 149,157 | $ | 152,984 | $ | 71,672 | ||||||||
|
Income
Taxes Payable
|
$ | - | $ | - | $ | 10,215 | $ | 10,215 | ||||||||
|
Loans
payable
|
$ | 167,500 | $ | 167,500 | $ | 167,500 | $ | 167,500 | ||||||||
Credit
Risk
Credit
risk arises when a failure by counter parties to discharge their obligations
could reduce the amount of future cash inflows from financial assets on hand at
the balance sheet date. Receivables from natural gas marketers are collected on
the 25th day of
each month following production. The Company’s policy to mitigate credit risk
associated with these balances is to establish relationships with credit-worthy
marketers. The majority of the Company’s natural gas is marketed through a major
international energy company. There are no other material accounts receivable
that the Company deemed uncollectible.
Foreign
Exchange Risk
The
prices received by the Company for the production of natural gas and natural gas
liquids are primarily determined in reference to U.S. dollars but are settled
with the Company in Canadian dollars. The Company’s cash flow for commodity
sales will therefore be impacted by fluctuations in foreign exchange rates. The
Company considers this risk to be limited.
Interest
Rate Risk
Interest
rate risk refers to the risk that the value of a financial instrument or cash
flows associated with the instrument will fluctuate due to changes in market
interest rates. The Company is not exposed to interest rate risk.
Based on
management's knowledge and experience of the financial markets, the Company
believes that the movements in interest rates that are reasonably possible over
the next twelve month period will not have a significant impact on the
Company.
Liquidity
Risk
Liquidity
risk includes the risk that, as a result of our operational liquidity
requirements:
• The
Company will not have sufficient funds to settle transaction on the due
date;
• The
Company will be forced to sell financial assets at a value which is less than
what they are worth; or
• The
Company may be unable to settle or recover a financial asset at
all.
The
Company considers this risk to be limited.
16
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
|
12.
|
Financial
Instruments and Risk
Factors (cont’d)
|
Commodity
Price Risk
Commodity
price risk is the risk that the fair value or future cash flows will fluctuate
as a result of changes in commodity prices. Commodity prices for petroleum and
natural gas are impacted by world economic events that dictate the levels of
supply and demand.
The
Company believes that movement in commodity prices that are reasonably possible
over the next twelve month period will not have a significant impact on the
Company.
Commodity
Price Sensitivity
The
following table summarizes the sensitivity of the fair value of the Company’s
risk management position for the nine months ended May 31, 2010 and 2009 to
fluctuations in natural gas prices, with all other variables held constant. When
assessing the potential impact of these price changes, the Company believes that
10 percent volatility is a reasonable measure.
Fluctuations
in natural gas prices potentially could have resulted in unrealized gains
(losses) impacting net income as follows:
|
May
31,
|
May
31,
|
|||||||||||||||
|
2010
|
2009
|
|||||||||||||||
|
Increase
10%
|
Decrease
10%
|
Increase
10%
|
Decrease
10%
|
|||||||||||||
|
Revenue
|
$ | 90,211 | $ | 73,809 | $ | 36,433 | $ | 29,809 | ||||||||
|
Net
loss
|
$ | (183,986 | ) | $ | (200,388 | ) | $ | (75,582 | ) | $ | (82,206 | ) | ||||
Market
Risk
Market
risk represents the risk of loss that may impact our financial position, results
of operations, or cash flows due to adverse changes in financial market prices,
including interest rate risk, foreign currency exchange rate risk, commodity
price risk, and other relevant market or price risks. We do not have activities
related to derivative financial instruments or derivative commodity instruments.
We hold equity securities which have been written down to $1 on our consolidated
balance sheet. Our primary risk relates to commodities price
risk.
The oil
and gas industry is exposed to a variety of risks including the uncertainty of
finding and recovering new economic reserves, the performance of hydrocarbon
reservoirs, securing markets for production, commodity prices, interest rate
fluctuations, potential damage to, or malfunction of, equipment and changes to
income tax, royalty, environmental or other governmental
regulations.
We
mitigate these risks to the extent we are able by:
• utilizing
competent, professional consultants as support teams to company
staff.
• performing
careful and thorough geophysical, geological and engineering analyses of each
prospect.
• focusing
on a limited number of core properties.
Market
risk is the possibility that a change in the prices for natural gas, natural gas
liquids, condensate and oil, foreign currency exchange rates, or interest rates
will cause the value of a financial instrument to decrease or become more costly
to settle.
17
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
|
13.
|
Capital
Management
|
The
Company’s objectives when managing capital is to safeguard the entity’s ability
to continue as a going concern. The Company sets the amount of capital in
proportion to risk. The Company manages the capital structure and makes
adjustments to it in light of changes in economic conditions and the risk
characteristics of any underlying assets. The board of directors does not
establish quantitative return on capital criteria for management, but rather
relies on the expertise of the Company's management to sustain future
development of the business.
Currently,
the Company does not have any operational cash requirements other than
administrative expenditures. The Company’s revenue producing properties are
fully developed and there are no further outlays or expenses projected to
develop these properties at this time.
Management
reviews its capital management approach on an ongoing basis and believes that
this approach, given the relative size of the Company, is
reasonable.
There
were no changes in the Company’s capital management during the period ended May
31, 2010.
The
Company is not subjected to any externally imposed capital
requirements.
|
14.
|
Subsequent
Events
|
On June
11, 2010, the Company acquired from an arms length party a 10% working interest
(7.5% net revenue interest) before payout and a 7.5% working interest (5.625%
net revenue interest) after payout of production of the sum of $15,000,000 gross
in approximately 2,629 gross acres of land in the Maverick Basin in Zavala
County, Southwest Texas (the “Zavala County Interest”).
The
Company paid USD $200,000 as consideration for the Zavala County Interest,
satisfied by the payment of $25,000 in cash and a $175,000 5% secured promissory
note on closing. The acquisition was closed in escrow pending receipt of
Defensible Title for the Zavala County Interest.
Under the
terms of the 5% secured promissory note, the principal sum of $100,000 is due on
December 31, 2010, and the balance of principal of $75,000 together with any
unpaid interest is due on June 30, 2011. The Company may, in its sole
discretion, prepay any portion of the principal amount. The note is secured by
the Zavala County Interest.
Effective
June 10, 2010, the Company retained Gar Wood Securities, LLC (“Gar Wood”) to act
as Investment Banker/Financial Advisor to the Company for a period of two years.
Under the terms of the Gar Wood Engagement, the Company will pay a fee
consisting of an aggregate of 1,500,000 common share purchase warrants (the
“Warrants”) as follows:
|
-
|
1,000,000
common share purchase Warrants exercisable at US$1.00 per common share
expiring on December 10, 2011 and issuable in three equal tranches on June
10, 2010, December 10, 2010 and June 10,
2011.
|
|
-
|
500,000
common share purchase Warrants exercisable at US$1.50 per common share
expiring on June 10, 2012 and issuable in three equal tranches on June 10,
2010, December 10, 2010 and June 10,
2011.
|
The
common shares represented by the Warrants have piggyback registration
rights.
18
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the period ended May 31, 2010
|
14.
|
Subsequent
Events (cont’d)
|
In
addition, the Company will pay to Gar Wood a cash success fee of 6% of the gross
proceeds from private placements of the Company’s securities should they result
through direct Gar Wood introductions.
Should
Gar Wood be successful in raising Eagleford over US$5.0 million by way of
private placements of the Company’s securities on or before September 30, 2010,
the Company will grant for a period of one year, a right of first refusal to Gar
Wood, on a non-exclusive basis, to act as the Company’s Investment
Banker/Financial Advisor.
Effective
June 11, 2010 in connection with the Gar Wood Engagement the Company has agreed
to indemnify and hold harmless Gar Wood, its affiliates directors, officers and
agent from or against any losses, claims, damages or liabilities (or actions,
including shareholder actions in respect thereof) related to or arising out of
such engagement.
On June
11, 2010 the Company engaged a consultant to provide investor relations services
to the Company for a period of three months at a rate of US $5,000 per month
payable in advance.
On June
18, 2010 Sandra Hall resigned as President, Secretary and a Director of the
Company and James Cassina was appointed as the new President. In addition, Colin
McNeil, P. Geoph (“McNeil”) was appointed as a Director.
Subsequent
to May 31, 2010 1,550,000 common share purchase warrants at $0.07 were exercised
for an aggregate of $108,500.
On July
15, 2010 William Jarvis resigned as a Director of the
Company.
19
Schedule
C
Unaudited
interim financial statements of Dyami Energy LLC from the date of Incorporation
December 26, 2009 to May 31, 2010 together with notes thereto.
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
FINANCIAL
STATEMENTS
May
31, 2010
DYAMI
ENERGY LLC
TABLE
OF CONTENTS
|
Balance
Sheet as of May 31, 2010 (Unaudited)
|
2
|
|
Statements
of Operations for the Period from December 26, 2009
|
|
|
(Inception)
to May 31, 2010 and Three Months Ended May 31, 2010
(Unaudited)
|
3
|
|
Statement
of Changes in Stockholders’ Equity from December 26, 2009
|
|
|
(Inception)
to May 31, 2010 (Unaudited)
|
4
|
|
Statement
of Cash Flows for the Period from December 26, 2009
|
|
|
(Inception)
to May 31, 2010 (Unaudited)
|
5
|
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
BALANCE
SHEET
(Unaudited)
|
As
of
|
||||
|
May
31, 2010
|
||||
|
ASSETS
|
||||
|
Current
Assets
|
||||
|
Cash
|
$ | 107,187 | ||
|
Accounts
receivable (Note 5)
|
4,574 | |||
|
Accounts
receivable – related parties (Note 5)
|
3,672 | |||
|
Prepaid
expenses
|
3,000 | |||
|
Total
Current Assets
|
118,433 | |||
|
Oil
and Gas Properties
|
||||
|
Oil
and gas properties, successful efforts method (Note 4)
|
769,184 | |||
|
TOTAL
ASSETS
|
$ | 887,617 | ||
|
LIABILITIES
AND MEMBERS' EQUITY
|
||||
|
CURRENT
LIABILITIES:
|
||||
|
Accounts
payable
|
$ | 92,107 | ||
|
Accrued
expenses - related party (Note 5)
|
12,231 | |||
|
Note
payable - related party (Note 5)
|
960,000 | |||
|
Total
current liabilities
|
1,064,338 | |||
|
TOTAL
LIABILITIES
|
1,064,338 | |||
|
MEMBERS'
EQUITY
|
||||
|
Contributed
capital
|
238 | |||
|
Accumulated
deficit
|
(176,959 | ) | ||
|
TOTAL
MEMBERS' EQUITY
|
(176,721 | ) | ||
|
TOTAL
LIABILITIES AND
|
||||
|
MEMBERS'
EQUITY
|
$ | 887,617 | ||
2
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
STATEMENTS
OF OPERATIONS
FOR THE
PERIOD FROM DECEMBER 26, 2009 (INCEPTION) TO MAY 31, 2010 AND
FOR THE
THREE MONTHS ENDED MAY 31, 2010
(Unaudited)
|
Period
|
Three
Months
|
|||||||
|
Ended
|
Ended
|
|||||||
|
May
31, 2010
|
May
31, 2010
|
|||||||
|
Operating
expenses:
|
||||||||
|
Professional
fees
|
$ | 153,914 | $ | 141,924 | ||||
|
Exploration
expenses
|
19,720 | 19,720 | ||||||
|
Other
general and administrative
|
3,325 | 1,744 | ||||||
|
Loss
from operations
|
(176,959 | ) | (163,388 | ) | ||||
|
Non-operating
expense:
|
||||||||
|
Interest
expense
|
- | - | ||||||
|
Net
loss
|
$ | (176,959 | ) | $ | (163,388 | ) | ||
3
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
STATEMENT
OF CHANGES IN MEMBERS’ EQUITY
FOR THE
PERIOD FROM DECEMBER 26, 2009 (INCEPTION) TO MAY 31, 2010
(Unaudited)
|
Total
|
||||||||||||
|
Contributed
|
Accumulated
|
Members'
|
||||||||||
|
Capital
|
Deficit
|
Equity
|
||||||||||
|
Balance,
December 26, 2009 (Inception)
|
$ | - | $ | - | $ | - | ||||||
|
Capital
contributions
|
238 | - | 238 | |||||||||
|
Net
loss
|
- | (176,959 | ) | (176,959 | ) | |||||||
|
Balance,
May 31, 2010
|
$ | 238 | $ | (176,959 | ) | $ | (176,721 | ) | ||||
4
DYAMI
ENERGY LLC
(An
Exploration Stage Company)
STATEMENT
OF CASH FLOWS
FOR THE
PERIOD FROM DECEMBER 26, 2009 (INCEPTION) TO MAY 31, 2010
(Unaudited)
|
Period
Ended
|
||||
|
May
31, 2010
|
||||
|
Cash
flows from operating activities:
|
||||
|
Net
loss
|
$ | (176,959 | ) | |
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
|
Changes
in operating assets and liabilities:
|
||||
|
Accounts
receivable
|
(4,574 | ) | ||
|
Accounts
receivable – related party
|
(3,672 | ) | ||
|
Prepaid
expenses
|
(3,000 | ) | ||
|
Accounts
payable
|
92,107 | |||
|
Accrued
expenses - related party
|
12,231 | |||
|
Net
cash used in operating activities
|
(83,867 | ) | ||
|
Cash
flows from investing activities:
|
||||
|
Investments
in oil and gas properties
|
(769,184 | ) | ||
|
Net
cash used in investing activities
|
(769,184 | ) | ||
|
Cash
flows from financing activities:
|
||||
|
Proceeds
from capital contributions
|
238 | |||
|
Proceeds
from note payable - related party
|
960,000 | |||
|
Net
cash provided by financing activities
|
960,238 | |||
|
Increase
in cash
|
107,187 | |||
|
Cash,
beginning of period
|
- | |||
|
Cash,
end of period
|
$ | 107,187 | ||
|
Supplemental
disclosures of cash flow information:
|
||||
|
Cash
paid for interest
|
$ | - | ||
|
Cash
paid for income taxes
|
$ | - | ||
5
|
(1)
|
Organization
and Basis of Presentation
|
Dyami
Energy LLC. (“Dyami” or the “Company”), is a Texas limited liability company
formed on December 26, 2009. The Company is an exploration stage
organization focused on the exploitation, development and production of oil and
natural gas in Southwest Texas, USA. Dyami has 1,000 membership
interests issued and outstanding as of May 31, 2010.
The
Company is in an exploration stage and consequently its financial statements
have been prepared in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic No. 915 which provides guidelines on
financial reporting requirements for exploration stage entities. All amounts
referred to herein are stated in United States dollars.
|
(2)
|
Summary
of Significant Accounting Policies
|
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments with original maturities of
three months or less when acquired to be cash equivalents. The Company places
the majority of its cash and cash equivalents with financial institutions that
are insured by the Federal Deposit Insurance Corporation up to
$250,000. From time to time, the Company’s cash balances exceeded
FDIC insured limits. The Company mitigates this concentration of
credit risk by monitoring the credit worthiness of financial institutions and
its customers. The Company maintains any cash and cash equivalents
in excess of federally insured limits in prominent financial institutions
considered to be of high credit quality.
Accounts
Receivable and Allowance for Doubtful Accounts
The
Company establishes provisions for losses on accounts receivable if it
determines that it will not collect all or part of the outstanding balance. The
Company has receivables from joint interest owners. The Company has the ability
to withhold future revenue disbursements to recover non-payment of joint
interest billings on properties of which the Company is the operator. Accounts
receivable are written down to reflect management's best estimate or
realizability based upon known specific analysis, historical experience, and
other currently available evidence of the net collectible amount. There is no
allowance for doubtful accounts as of May 31, 2010.
Oil
and Gas Properties
The
Company accounts for its oil and natural gas properties using the successful
efforts method. Under this method of accounting, costs relating to the
acquisition of and development of proved areas are capitalized when incurred.
The costs of development wells are capitalized whether productive or
non-productive. Leasehold acquisition costs are capitalized when incurred. If
proved reserves are found on an unproved property, leasehold cost is transferred
to proved properties. Exploration dry holes are charged to expense when it is
determined that no commercial reserves exist. Other exploration costs, including
personnel costs, geological and geophysical expenses and delay rentals for oil
and natural gas leases, are charged to expense when incurred. The costs of
acquiring or constructing support equipment and facilities used in oil and gas
producing activities are capitalized. Production costs are charged to expense as
incurred and are those costs incurred to operate and maintain our wells and
related equipment and facilities. Disposition of oil and gas
properties are accounted for as a reduction of capitalized costs, with no gain
or loss recognized unless such adjustment would significantly alter the
relationship between capital costs and proved reserves of oil and gas, in which
case the gain or loss is recognized in the statement of
operations.
6
DYAMI
ENERGY LLC
(an
Exploration Stage Company)
Notes
to Financial Statements
(Unaudited)
Depletion
and depreciation of proved oil and gas properties will be calculated on the
units-of-production method based upon estimates of proved reserves. Such
calculations include the estimated future costs to develop proved reserves.
Costs of unproved properties are not included in the costs subject to depletion.
These costs are assessed periodically for impairment. Costs in excess
of the present value of estimated future net revenues are charged to impairment
expense. As of May 31, 2010, all of the Company’s oil and natural gas properties
were unproved and were not subject to depletion.
Capitalized
Interest
Interest
from external borrowings is capitalized on major projects with an expected
construction period of one year or longer. Capitalized interest is added to the
cost of the underlying asset and is amortized over the useful lives of the
assets in the same manner as the underlying assets.
Asset
Retirement Obligation
ASC 41-20
(formerly FAS No. 143), requires that an asset retirement obligation (“ARO”)
associated with the retirement of a tangible long-lived asset be recognized as a
liability in the period in which it is incurred and becomes determinable. Under
this method, when liabilities for dismantlement and abandonment costs, excluding
salvage values, are initially recorded, the carrying amount of the related oil
and natural gas properties is increased. The fair value of the ARO asset and
liability is measured using expected future cash outflows discounted at the
Company’s credit-adjusted risk-free interest rate. Accretion of the liability is
recognized each period using the interest method of allocation, and the
capitalized cost is depleted using the units of production method. Should either
the estimated life or the estimated abandonment costs of a property change
materially, a new calculation is performed using the same methodology of taking
the abandonment cost and inflating it forward to its abandonment date and then
discounting it back to the present using the Company’s credit-adjusted-risk-free
rate. The carrying value of the asset retirement obligation is adjusted to the
newly calculated value, with a corresponding offsetting adjustment to the asset
retirement cost related to oil and gas property accounts.
Revenue
Recognition
Revenues
associated with sales of crude oil, natural gas, natural gas liquids, petroleum
and chemical products, and other items are recognized when title passes to the
customer, which is when the risk of ownership passes to the purchaser and
physical delivery of goods occurs, either immediately or within a fixed delivery
schedule that is reasonable and customary in the industry.
|
Revenues
associated with properties producing natural gas and crude oil, in which
the Company has an interest with other producers, are recognized based on
the actual volumes sold during the period. Any differences between volumes
sold and entitlement volumes, based on the Company’s net working interest,
which are deemed to be non-recoverable through remaining production, are
recognized as accounts receivable or accounts payable, as appropriate.
Cumulative differences between volumes sold and entitlement volumes are
generally not significant.
|
|
Revenues
associated with transactions commonly called buy/sell contracts, in which
the purchase and sale of inventory with the same counterparty are entered
into “in contemplation” of one another, are combined and reported net
(i.e., on the same income statement
line).
|
Income
Taxes
The
Company is a limited liability company and is treated as a flow through entity
under the applicable provisions of the Internal Revenue
Code and local jurisdictions. Therefore, the Company is
not subject to income taxes, and any net income or loss as determined for income
tax purposes is allocated to the member based upon the provisions of the
Company’s Membership Operating Agreement.
7
DYAMI
ENERGY LLC
(an
Exploration Stage Company)
Notes
to Financial Statements
(Unaudited)
Fair
Value of Financial Instruments
The
carrying value of accounts receivable, accounts payable, accrued expenses and
note payable-related party approximates fair value due to the short term nature
of these accounts.
Fiscal
year-end
The
Company’s year-end is August 31.
Recently
Issued Accounting Standards and Developments
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations,
financial position or cash flow.
|
(3)
|
Going
Concern
|
During
the period ended May 31, 2010, the Company has not generated any revenue and
therefore has been unable to generate cash flows sufficient to support its
operations and has been dependent on debt financing. In addition to negative
cash flow from operations, the Company has experienced recurring net losses, and
has an accumulated deficit of approximately $176,959.
These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
|
(4)
|
Oil
and Gas Properties
|
Matthews
Lease
Effective
February 23, 2010, the Company bought a 75% working interest in an exploratory
area of 2,629 acres located in Zavala County, Texas (the “Matthews Lease”) for
$500,000 from OGR Energy Corporation (“OGR Energy”) (the “Purchase and Sale
Agreement”). OGR Energy owns a 15% working interest and Eagleford Energy Inc.
(“Eagleford Energy”) owns a 10% working interest. After production
revenue on the property reaches $12.5 million, the Company’s working interest
shall decrease by 13.5%. The royalties payable are 25% of the 75%
interest.
Pursuant
to the terms of the Purchase and Sale Agreement, the Company agreed to the
following activities on the Matthews Lease:
|
(a)
|
Within
one hundred eighty days following the Closing Date, the Company shall
commence operations to drill a well (the “Initial Test Well”) on the area
covered by the Matthews Lease to a depth of not less than 3,000 feet below
the surface or to the base of the San Miguel “D” formation. If
the Company fails to commence operations on the Initial Well within the
required time and drill the well to the required depth (or commence a
substitute well within 30 days of abandoning the Initial Test Well, in the
event the Initial Test Well fails to reach the objective depth, all of the
interest acquired by the Company in the Matthews Lease shall be
transferred to OGR Energy without further
consideration;
|
|
(b)
|
After
completion of the Initial Test Well, the Company shall be required to
perform an injection operation to the Initial Test Well. If the Company
fails to commence operations to perform an injection operation on the
Initial Test Well on or before January 1, 2011, all of the interest
acquired by the Company in the Matthews Lease shall be transferred to OGR
Energy without further
consideration;
|
8
DYAMI
ENERGY LLC
(an
Exploration Stage Company)
Notes
to Financial Statements
(Unaudited)
|
(c)
|
In
addition to the operation in the Initial Test Well provided on (a) and (b)
above, on or before January 1, 2011, the Company shall commence a
horizontal well to test the Eagle Ford shale formation with a projected
lateral length of not less than 2,500 feet (the “Second Test
Well”). If the Company fails to commence operations on the
Second Test Well (or commence a substitute well within 30 days of
abandoning the Second Test Well, in the event the Second Test Well fails
to reach the objective depth), OGR Energy shall have, at its election, the
right to purchase from the Company all of the Company’s leasehold rights
to all depths below the base of the San Miguel formation for $100 per
acre, proportionately reduced to the percentage of interest acquired by
the Company, ( a 75% working interest or
$197,206);
|
|
(d)
|
OGR
Energy shall be obligated to participate in each of the operations
provided for on (a), (b) and (c) above. If OGR Energy fails to
bear its share of the costs of such operations and top pay for the same in
a timely manner in accordance with the provisions of the corresponding
operating agreement (the “Matthews Lease Operating
Agreement”), OGR Energy is deemed to have forfeited the
interest in the well as to which it has failed to pay its share of costs,
and OGR Energy shall assign to the Company all of the interest its owns at
that time in such well and the leasehold acreage allocated thereto, in the
amount of twenty (20) acres for a San Miguel well, or one hundred sixty
(160) acres for the Eagle Ford Shale
well.
|
The
Company commenced operations to drill a well on the Matthews Lease Property in
the third week of August 2010. The Company is the designated operator
under the provisions of the Matthews Lease Operating Agreement.
Murphy
Lease
On
February 3, 2010 (the “Effective Date”), the Company entered into an assignment
agreement (the “Assignment Agreement”) with Texas Land & Energy LLC (“TL
& E”), pursuant to which the Company paid a total of $237,330 in
cash, to acquire a 100% working interest in a lease area also located
in Zavala County, Texas (the “Murphy Lease”). Upon the Effective Date, the
Company also entered into an agreement on the Murphy Lease with A. L. Dawsey,
pursuant to which the Company paid a $10,000 prospect fee and granted to A.L.
Dawsey a 10% carried interest on the drilling costs on the first well drilled
from surface to base of the Austin Chalk and a 3% carried interest on the
drilling costs on the first well drilled from the top of the Eagle Ford Shale to
basement. Thereafter A.L. Dawsey has the right to participate for a 10% and 3%
working interest, respectively. The Murphy Lease covers an area of
approximately 2,637 acres of land. The royalties payable under the
Murphy Lease are 25%.
In
accordance with the Assignment Agreement, the Company agreed to commence
drilling (spud) a well to a depth to sufficiently test the Eagle Ford Shale
within six (6) months from the Effective Date. If the Company fails
to commence drilling on such well within the 6 month period, (a) the Company
shall be liable to pay TL & E the amount of $25 per acre (the “Murphy Lease
Delay Payment”), which payment shall extend the period to commence the well for
another 6 month period or (b) the Company shall be required to release and
re-assign its rights to, and shall have no further interest in, the Murphy
Lease. During the development of the property covered by the Murphy
Lease, the Company is required to commence drilling of a well every 6 months, or
otherwise release and re-assign its rights to the Murphy Lease, but excluding
the unit acreage area it has already drilled and earned. Likewise, if
a producing well ceases to produce, and such well is not timely re-worked or
re-drilled within a 6 month period, the Company shall also be required to
release and re-assign its rights to the Murphy Lease.
On July
28, 2010, in accordance with an amendment to the Assignment Agreement (the
“Assignment Agreement Amendment”) entered into between the Company and TL &
E, the Company paid to an escrow agent $65,925 representing the Murphy Lease
Delay Payment (the “Escrow Deposit”). The Assignment Agreement
Amendment provides that the Escrow Deposit will be held by the escrow agent for
a period of forty-five days, which period begins on August 4, 2010. If the
Company spuds in a well within the 45-day period, the Escrow Deposit shall be
returned to the Company, otherwise, the Escrow Deposit shall be considered as
payment in full of the Murphy Lease Delay Payment.
9
DYAMI
ENERGY LLC
(an
Exploration Stage Company)
Notes
to Financial Statements
(Unaudited)
As of May
31, 2010, all of the Company's investments in oil and gas properties are located
within the United States and contained in one cost center. As no
proven reserves related to these properties have been identified, the
properties are classified as “exploratory prospects” and are not currently
subject to amortization.
|
(5)
|
Related
Party Transactions
|
On March
24, 2010, the Company borrowed $960,000 from Benchmark Enterprises, LLC under a
6% unsecured promissory note due on the earlier of March 24, 2011 or upon the
Company’s closing of a financing in excess of $4,500,000. The total interest
accrued at May 31, 2010 is $10,731. Benchmark is a member of the
Company.
As of May
31, 2010, the Company has a receivable from SourceRework Program, Inc. (“Source
Rework”) amounting to $3,672, of which $2,629 and $1,043 pertain to billings for
Source Rework’s share of delay payment rentals and legal opinion
costs, respectively, on the Matthews Lease. Source Rework’s
President is Eric Johnson, who is the majority member of the
Company.
As of May
31, 2010, the Company has an accrued liability amounting to $1,500 to its sole
director arising from director fees.
|
(6)
|
Commitments
and Contingencies
|
The
Company may from time to time become involved in legal proceedings arising in
the ordinary course of business. While the outcome of lawsuits cannot be
predicted with certainty, the Company is not currently a party to any proceeding
that it believes, if determined in a manner adverse to Dyami, could have a
potential material adverse effect on its financial condition, results of
operations or cash flows.
Additionally,
Dyami is subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. To the extent laws are enacted or other governmental action is taken
that restricts drilling or imposes environmental protection requirements that
result in increased costs to the oil and natural gas industry in general, the
business and prospects of Dyami could be adversely affected.
|
(7)
|
Subsequent
Events
|
Acquisition
Agreement
On August
10, 2010, the Company entered into an acquisition agreement (the “Acquisition
Agreement”) with Eagleford Energy Inc. (“Eagleford Energy”), an Ontario, Canada
corporation, to acquire 100% of the issued and outstanding membership interests
of the Company, making the Company a wholly-owned subsidiary of Eagleford Energy
(the “Acquisition Transaction”) in exchange for (i) units of Eagleford Energy
valued at $3,140,000, and (ii) Eagleford Energy’s issuance of a
$960,000 secured promissory note (the “Eagleford Energy Note”) to Benchmark in
exchange for the Benchmark Note (as discussed in Note 5). Each
unit is to be comprised of one common share (“Purchase Price Shares”) and
one-half of a purchase warrant (“Purchase Price Warrants”) (collectively, the
“Units”). Each full warrant is exercisable into one additional common share at
US$1.00 per share for a period of four years from the date of issuance. The
number of Units to be issued to the members of Dyami is subject to certain
working capital adjustments at closing. The Eagleford Energy Note will bear
interest at 6% per annum, and will be secured by the Matthews and Murphy Leases
and will be payable on December 31, 2011 or upon Eagleford Energy closing a
financing or series of financings in excess of US$4,500,000.
10
DYAMI
ENERGY LLC
(an
Exploration Stage Company)
Notes
to Financial Statements
(Unaudited)
Purchase
Price Adjustment
Under the
terms of the Acquisition Agreement, to the extent the Company’s aggregate
liabilities at closing, excluding liabilities related to drilling contracts but
including the Benchmark Note, reduced by the amount of the Company’s cash and
accounts receivable at closing, are greater than $1,000,000, a corresponding
purchase price adjustment shall be made to reflect such greater amount and shall
be reflected in a reduction in the number of Units to be issued to the Company’s
members on a pro-rata basis.
Lock-Up
The
Acquisition Agreement provides that, without Eagleford Energy’s prior written
consent, the members of the Company may not offer, sell, contract to sell, grant
any option to purchase, hypothecate, pledge, transfer title to or otherwise
dispose of any of Purchase Price Shares or Purchase Price Warrants or any of the
shares issuable upon exercise of Purchase Price Warrants during the period
commencing on the closing and ending on the 12 month anniversary of the closing
(the “Lock-Up Period”). The Acquisition Agreement also provides that,
during such Lock-Up Period, the members of the Company may not effect or agree
to effect any short sale or certain related transactions with respect to the
Eagleford Energy’s common stock.
Share
Escrow
Under the
terms of the Acquisition Agreement, Eagleford Energy shall deliver to a
designated escrow agent certificates representing 50% of the Units (the “Escrow
Units”). The Escrow Units shall remain in escrow until such time that
Eagleford Energy receives an NI 51-101 Report (the “Report”) from an
independent engineering firm indicating at least 100,000 boe of proven reserves
on either the Murphy Lease or any formation below the San Miguel on the Matthews
Lease. The Escrow Units shall be held as a trust fund and shall not
be subject to any lien, attachment, trustee process or any other judicial
process of any creditor of the members of the Company, and shall be held and
disbursed solely for the purposes and in accordance with the terms of the Escrow
Agreement. In the event the Report is not received by Eagleford Energy within
two years of the closing, the escrow agent shall return the Escrow Units to
Eagleford Energy for cancellation. The members of the Company may not
assign or transfer any interest in the escrowed shares while they are held in
escrow, however, the members of the Company are entitled to exercise voting
rights with respect to such escrowed shares.
Closing
of Acquisition Agreement
Prior to
closing the Acquisition Transaction, the Company must satisfy Eagleford Energy
that the Company has either commenced or is prepared to commence operations to
drill a test well on the Matthews Lease in compliance with its obligations under
the Matthews Lease.
The
Acquisition Transaction is scheduled to be closed by August 31, 2010, subject to
satisfaction of all conditions as set forth in the Acquisition
Agreement.
The
Company evaluated subsequent events through August 20, 2010.
11
Schedule
D
Unaudited pro forma consolidated
Balance sheet of Eagleford Energy Inc. as at May 31, 2010 and the unaudited
statement of loss and comprehensive loss for the nine months ended May 31, 2010
together with notes thereto.

|
Pro
Forma Consolidated Balance Sheet
|
|||||||||||||
|
At
May 31, 2010
|
|||||||||||||
|
Expressed
in Canadian Dollars
|
|||||||||||||
|
(Unaudited)
|
|
Eagleford
|
||||||||||||||||||||
|
Eagleford
|
Dyami
|
Pro
Forma
|
Energy
Inc.
|
|||||||||||||||||
|
Energy
Inc.
|
Energy
LLC
|
Adjustments
|
Notes
|
Pro
Forma
|
||||||||||||||||
|
Assets
|
||||||||||||||||||||
|
Current
|
||||||||||||||||||||
|
Cash and cash
equivalents
|
$ | 25,531 | $ | 112,139 | $ | - | $ | 137,670 | ||||||||||||
|
Prepaid
expenses
|
- | 3,139 | - | 3,139 | ||||||||||||||||
|
Other
receivables
|
26,121 | 4,785 | - | 30,906 | ||||||||||||||||
|
Accounts receivable - related
party
|
3,842 | - | 3,842 | |||||||||||||||||
|
Marketable
securities
|
1 | - | - | 1 | ||||||||||||||||
| 51,653 | 123,905 | - | 175,558 | |||||||||||||||||
|
Oil
and gas interests
|
- | |||||||||||||||||||
|
Developed
|
381,156 | 381,156 | ||||||||||||||||||
|
Undeveloped
|
804,720 | 4,403,698 |
(i)
|
5,208,418 | ||||||||||||||||
|
Total
oil and gas interests
|
381,156 | 804,720 | 4,403,698 | - | 5,589,574 | |||||||||||||||
|
Total
Assets
|
$ | 432,809 | $ | 928,625 | $ | 4,403,698 | $ | 5,765,132 | ||||||||||||
|
Liabilities
and Shareholder’s Equity
|
||||||||||||||||||||
|
Current
|
||||||||||||||||||||
|
Accounts
payable
|
$ | 149,157 | $ | 96,362 | $ | 25,000 |
(ii)
|
$ | 270,519 | |||||||||||
|
Note payable-related
party
|
- | 1,004,352 | (1,004,352 | ) |
(i)
|
- | ||||||||||||||
|
Accrued expenses - related
parties
|
- | 12,797 | - | 12,797 | ||||||||||||||||
|
Loans
payable
|
167,500 | - | - | 167,500 | ||||||||||||||||
| 316,657 | 1,113,511 | (979,352 | ) | 450,816 | ||||||||||||||||
|
Long
Term
|
||||||||||||||||||||
|
Asset retirement
obligations
|
3,845 | - | - | 3,845 | ||||||||||||||||
|
Secured note payable - related
party
|
1,004,352 |
(i)
(iii)
|
1,004,352 | |||||||||||||||||
| 3,845 | - | 1,004,352 | - | 1,008,197 | ||||||||||||||||
|
Total
Liabilities
|
320,502 | 1,113,511 | 25,000 | - | 1,459,013 | |||||||||||||||
|
Shareholders’
Equity
|
||||||||||||||||||||
|
Share
capital
|
877,086 | - | 2,829,979 |
(i)
|
3,682,065 | |||||||||||||||
| (25,000 | ) |
(ii)
|
||||||||||||||||||
|
Warrants
|
417,934 | - | 1,388,833 |
(i)
|
1,806,767 | |||||||||||||||
|
Contributed
Surplus
|
38,000 | 249 | (249 | ) |
(i)
|
38,000 | ||||||||||||||
|
Deficit
|
(1,220,713 | ) | (185,135 | ) | 185,135 |
(i)
|
(1,220,713 | ) | ||||||||||||
| 112,307 | (184,886 | ) | 4,378,698 | 4,306,119 | ||||||||||||||||
|
Total Liabilities and Shareholders’
Equity
|
$ | 432,809 | $ | 928,625 | $ | 4,403,698 | $ | 5,765,132 | ||||||||||||
|
The
accompanying notes are an integral part of these unaudited pro forma
consolidated financial statements.
|

|
Pro
Forma Consolidated Statement of Loss and Comprehensive
Loss
|
|||||
|
For
the nine months ended May 31, 2010
|
|||||
|
Expressed
in Canadian Dollars
|
|||||
|
(Unaudited)
|
|
Nine
Months
Ended
May
31, 2010
Eagleford
Energy
Inc.
|
From
Incorporation
December
26, 2009
to
May 31, 2010
Dyami
Energy
LLC
|
Pro
Forma
Adjustments
|
Notes
|
Eagleford
Energy
Inc. Pro Forma
|
|||||||||||||
|
Oil
and Gas Operations
|
|||||||||||||||||
|
Revenue
|
$ | 82,010 | $ | - | $ | - | $ | 82,010 | |||||||||
|
Royalties
|
(20,072 | ) | - | (20,072 | ) | ||||||||||||
| 61,938 | - | 61,938 | |||||||||||||||
|
Operating
costs
|
52,488 | - | - | 52,488 | |||||||||||||
|
Depletion
|
25,844 | - | - | 25,844 | |||||||||||||
| 78,332 | - | - | 78,332 | ||||||||||||||
|
Loss
from oil and gas operations
|
(16,394 | ) | - | - | (16,394 | ) | |||||||||||
|
Expenses
|
|||||||||||||||||
|
Management
fees
|
22,500 | - | - | 22,500 | |||||||||||||
|
Office and
general
|
1,905 | 3,479 | - | 5,384 | |||||||||||||
|
Professional
fees
|
104,286 | 161,025 | - | 265,311 | |||||||||||||
|
Transfer and registrar
costs
|
37,217 | - | - | 37,217 | |||||||||||||
|
Head office
services
|
9,915 | - | - | 9,915 | |||||||||||||
|
Exploration
expenses
|
- | 20,631 | 20,631 | ||||||||||||||
| 175,823 | 185,135 | - | 360,958 | ||||||||||||||
|
Operating
loss for the period
|
(192,217 | ) | (185,135 | ) | - | (377,352 | ) | ||||||||||
|
Other
item
|
|||||||||||||||||
|
Interest
|
30 | - | - | 30 | |||||||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (192,187 | ) | $ | (185,135 | ) | $ | - | $ | (377,322 | ) | ||||||
|
Loss
per share basic and diluted
|
$ | (0.01 | ) | ||||||||||||||
|
The
accompanying notes are an integral part of these unaudited pro forma
consolidated financial statements.
|
||||||||||||
![]() |
||
|
Notes
to the Unaudited Pro Forma Consolidated Financial
Statements
|
||
|
As
at and for the nine months ended May 31, 2010
|
||
|
(Expressed
in Canadian Dollars)
(Unaudited)
|
||
|
(1)
|
Basis
of Presentation
|
All
monetary transactions referred to herein are expressed in Canadian Funds, unless
otherwise noted. The unaudited pro forma consolidated balance sheet
at May 31, 2010, and the unaudited consolidated statement of loss and
comprehensive loss for nine months ended May 31, 2010 (the “Unaudited Pro Forma
Consolidated Financial Statements”) of Eagleford Energy Inc. (“Eagleford” or the
“Company”) have been prepared by management and gives effect to the following
transactions as if they had occurred as at May 31, 2010.
The
acquisition of 100% of the issued and outstanding membership interests of Dyami
Energy LLC, a Texas limited liability corporation (“Dyami Energy”). Dyami Energy
is an exploration stage company. The Unaudited Pro Forma Consolidated Financial
Statements have been prepared to reflect the Company’s acquiring 100% the issued
and outstanding membership interests of Dyami Energy.
The
primary assets of Dyami Energy include a 75% working interest before payout
which reduces to a 61.50% working interest after payout of $12,500,000 of
production in a lease comprising approximately 2,629 gross acres of land in
Zavala County, Texas (the “Matthews Lease”) and working interests ranging from
90% to 97% (net revenue interests after royalties ranging from 67.5% to 72.75%)
in a lease comprising approximately 2,637 gross acres of land in Zavala County,
Texas (the “Murphy Lease”) (collectively, the “Leases”). The royalties payable
on the leases are 25%.
The
accompanying Unaudited Pro Forma Consolidated Financial Statements have been
prepared from information derived from the financial statements described below.
Management recommends the Unaudited Pro Forma Consolidated Financial Statements
should be read in conjunction with such financial statements and notes
thereto.
|
|
a.
|
The
audited financial statements of Dyami Energy from Incorporation December
26, 2009 to August 31, 2010 together with notes
thereto;
|
|
|
b.
|
The
unaudited consolidated financial statement of Eagleford for the nine
months ended May 31, 2010 together with notes thereto;
and
|
|
|
c.
|
The
unaudited financial statements of Dyami Energy for the period from
Incorporation December 26, 2009 to May 31,
2010.
|
The
Unaudited Pro Forma Consolidated Financial Statements have been prepared by
management in conformity with accounting principles generally accepted in
Canada. The unaudited pro forma consolidated balance sheet gives effect to the
transactions and assumptions described in the notes below as if they had
occurred at the date of the balance sheet, and the unaudited pro forma
consolidated statements of loss and comprehensive loss gives effect to the
transactions and assumptions described in the notes below as if they had
occurred at the beginning of the period.
The
Unaudited Pro Forma Consolidated Financial Statements may not be indicative
either of the results that actually would have occurred had the events reflected
herein had taken place on the dates indicated, or of results which may be
obtained in the future.
Accounting
policies used in the preparation of the Unaudited Pro Forma Consolidated
Financial Statements are in conformity with those disclosed in Eagleford’s
audited consolidated financial statements for the year ended August 31,
2009.
In the
opinion of management, the Unaudited Pro Forma Consolidated Financial Statements
include all necessary adjustments for the fair presentation of the ongoing
entity.
![]() |
||
|
Notes
to the Unaudited Pro Forma Consolidated Financial
Statements
|
||
|
As
at and for the nine months ended May 31, 2010
|
||
|
(Expressed
in Canadian Dollars)
(Unaudited)
|
||
|
(2)
|
Pro
Forma Assumptions and Adjustments
|
The
Unaudited Pro Forma Consolidated Financial Statements give effect to the
following assumptions and adjustments:
(i) On
August 31, 2010, Eagleford acquired 100% of the issued and outstanding
membership interests of Dyami Energy LLC, a Texas limited liability corporation
(“Dyami Energy”).The purchase price was satisfied by (a) the issuance of
3,418,467 units of the Company at US$0.90 per unit for an aggregate of
US$3,076,620. Each unit is comprised of one common share and one-half of a
purchase warrant. Each full warrant is exercisable into one additional common
share at US$1.00 per share on or before August 31, 2014 (the “Units”); and (b)
the assumption of US$960,000 of Dyami Energy debt by way of a secured promissory
note (the “Note”). The Note bears interest at 6% per annum, is
secured by the Leases and is payable on December 31, 2011 or upon the Company
closing a financing or series of financings in excess of
US$4,500,000.
All US
monetary considerations were exchanged using the Bank of Canada noon rate of
$1.0462 at May 31, 2010. Eagleford will account for the transaction using the
purchase method of accounting and as a result, the share capital and deficit of
Dyami Energy are eliminated.
The fair
value of the Dyami Energy transaction at May 31, 2010 was approximately
US$3,965,422 paid through the issuance of 3,418,467 Eagleford Units and the
assumption and issuance of a US$960,000 Note. For purposes of preparing the
unaudited pro forma consolidated balance sheet, a preliminary allocation of the
US dollar purchase price converted to Canadian dollars as at the date of
acquisition August 31, 2010, to the fair values of the assets and liabilities
acquired is as follows:
|
(i)
|
Consideration:
|
||||
|
Issuance
of 3,418,467 Eagleford units
|
$ | 4,218,812 | |||
|
Total
consideration
|
$ | 4,218,812 | |||
|
Allocated
to:
|
|||||
|
Cash
|
112,139 | ||||
|
Other
receivable
|
8,627 | ||||
|
Prepaid
expenses
|
3,139 | ||||
|
Oil
and gas interests
|
5,208,418 | ||||
|
Accounts
payable and accrued liabilities
|
(96,362 | ) | |||
|
Accrued
expenses-related party
|
(12,797 | ) | |||
|
Note
payable
|
(1,004,352 | ) | |||
|
Net
assets acquired
|
$ | 4,218,812 | |||
|
(ii)
|
Incurred
transaction costs:
|
||||
|
Financial
advisory, legal and other expenses
|
$ | 25,000 | |||
![]() |
||
|
Notes
to the Unaudited Pro Forma Consolidated Financial
Statements
|
||
|
As
at and for the nine months ended May 31, 2010
|
||
|
(Expressed
in Canadian Dollars)
(Unaudited)
|
||
|
(2)
|
Pro
Forma Assumptions and Adjustments
(cont’d)
|
(i) The
above purchase price allocation has been determined from information available
to the management of Eagleford and incorporated estimates. The allocation of the
purchase price to the assets and liabilities of Dyami Energy will be finalized
after all actual results have been obtained and the final fair values of the
assets and liabilities have been determined, and accordingly, the above purchase
price equation may change.
(ii) the
expected costs to complete the acquisition of Dyami Energy are estimated to be
$25,000. The legal and related costs are accrued as payable and recorded as a
reduction to share capital.
(iii)
the assumption of the US$960,000 of Dyami Energy debt by way of a Note is
payable on December 31, 2011 or upon the Company closing a financing or series
of financings in excess of US$4,500,000 and has been re-classified as a long
term liability.
(3) Share
Capital
The
authorized, issued and outstanding share capital of Eagleford after giving
effect to the pro forma assumptions and adjustments described in Note 2 are as
follows:
|
Authorized
|
||||||||
|
Unlimited
non-participating, non-dividend paying, voting redeemable preference
shares
|
||||||||
|
Unlimited
number of common shares – no par value
|
||||||||
|
Issued
|
||||||||
|
Common
shares
|
Number
|
Amount
|
||||||
|
Balance
at May 31, 2010
|
24,782,559 | $ | 877,086 | |||||
|
Common
shares issued to Dyami Energy members to effect
business combination
|
3,418,467 | 2,804,979 | ||||||
|
Pro
Forma Common Shares
|
28,201,026 | $ | 3,682,065 | |||||
|
Warrants
|
Number
of
Warrants
|
Exercise
Price
|
Expiry
Date
|
Amount
|
|||||||||
|
Balance
at May 31, 2010
|
15,785,820 | $ | 417,934 | ||||||||||
|
Warrants
issued to Dyami Energy members to effect business
combination
|
1,709,234 | $ | US 1.00 |
August
31, 2014
|
1,388,833 | ||||||||
|
Pro
Forma Warrants
|
17,495,054 | $ | 1,806,767 | ||||||||||
![]() |
||
|
Notes
to the Unaudited Pro Forma Consolidated Financial
Statements
|
||
|
As
at and for the nine months ended May 31, 2010
|
||
|
(Expressed
in Canadian Dollars)
(Unaudited)
|
||
(4) Pro
forma earnings per share
The pro
forma income per share has been based on the following amounts, which have been
adjusted to reflect the 3,418,467 Eagleford units issued to effect the business
combination:
|
May
31, 2010
|
||||
|
Eagleford
common shares issued at May 31, 2010
|
24,782,559 | |||
|
Issued
pursuant to the business combination (note 2)
|
3,418,467 | |||
|
Eagleford
pro forma common shares outstanding - basic
|
28,201,026 | |||
|
Eagleford
warrants issued at May 31, 2010
Eagleford
warrants issued to Dyami Energy members to effect business combination
(note 2)
|
15,785,820 1,709,234 | |||
|
Eagleford
pro forma common shares outstanding - diluted
|
45,696,080 | |||
The
effects of any potential dilutive instruments on loss per share related to the
outstanding warrants are anti-dilutive and therefore have been excluded from the
calculation of diluted loss per share.