Roylaty Mystery
There continues to be a mystery about a potential royalty liability that Deep Well might owe the nefarious band behind serial pump and dump operations such as Cougar, KDKN, Tamm Oil, CEC Northstar, and now Octagon 88.
Here is an extract from TAMO's SEC filing from june 2013:
(b) Sawn Lake Oil Sands Area - Alberta, Canada
We entered into a letter agreement with Vendors, 1004731 Alberta Ltd. and Muzz Investments Inc., dated November 7, 2007, whereby the Vendors agreed to sell, assign and transfer to us, their entire right, title and interest in a royalty agreement made between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation dated December 12, 2003 in consideration of the issuance of 4,000,000 shares of our common stock.
During the year ended March 31, 2010, the Company management performed an evaluation of its royalty agreement for purposes of determining the implied fair value of the assets at March 31, 2010. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2010. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $2,929,868, net of tax, or $0.04 per share during the year ended March 31, 2010 to reduce the carrying value of the royalty agreement to $945,068. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management's estimates.
On or about June 30, 2012, the Company exchanged this agreement for the outstanding debt owed to Asperago Holdings SA and recorded a loss on settlement of debt of $612,514. The Company no longer has any interests in the Sawn Lake area.
However. it appears that TAMO did not have ANY right to transfer its interest in Sawn Lake (the presumed overriding royalty) to ANYONE other than Deep Well, because Deep Well had exercised its option to buy back the royalty, as part of the settlement of the lawsuit against TAMO and the band of schemers whose machinations are well known and well exposed. Here is the relevant extract from Deep Well's 10K for the year ended Sept. 30, 2009. The implication is that Deep Well had an option to purchase this royalty, and if it exercised the option, it would do so in the form of a promissory note to Tamm. We know the option must haver been exercised, because one of the conditions of the settlement was that Tamm could appoint a director to Deep Well's board, and Don Hryhor was subsequently appointed:
On April 4, 2008, our Company commenced a lawsuit in the United States District Court for the District of Nevada against Tamm Oil and Gas Corp. (hereinafter referred to as “Tamm”) after attempting to clarify Tamm’s position and rectify Tamm’s violations. Our Company alleges that: Tamm engaged in an unlawful tender offer for our Company’s shares, violated United States federal and Nevada state law in connection with the tender offer, made public statements about our Company and activities related to our Company and our operations that are false and misleading, and made statements of purported ownership of our shares of common stock that are false and misleading. On August 22, 2008, our Company filed a First Amended Complaint in the lawsuit adding the following additional parties as defendants: Garry Tighe, William Tighe, Craig Auringer, Sean Dickenson, John Muzzin, Guido Hilekes, Peter Schriber, Olaf Herr, Arthur Sulzer, LB (Swiss) Private Bank Ltd., and Rahn & Bodmer Banquiers. The First Amended Complaint also added a civil conspiracy claim. The First Amended Complaint seeks:
1.)
injunctive relief to include and not be limited to a permanent injunction:
a.)
that requires defendants issue appropriate disclosures and retract false and misleading statements concerning Deep Well in their prior representations through SEC filings, press releases, and all other appropriate means;
b.)
that prohibits defendants from exercising the voting rights or any other rights granted through ownership of Deep Well shares on any shares acquired pursuant to their unlawful tender offer(s) for Deep Well shares, attempting otherwise to influence or control Deep Well or its management;
c.)
that prohibits defendants from transferring their Deep Well shares and/or accepting transfer of any Deep Well shares acquired through their tender offer(s) for Deep Well shares;
d.)
that prohibits defendants from acquiring any additional Deep Well shares and/or taking any other actions in furtherance of their tender offer(s) for Deep Well shares;
e.)
that prohibits defendants from further conducting the tender offer alleged in the First Amended Complaint;
f.)
that prohibits defendants from issuing any false, misleading or derogatory statements about Deep Well, relating to their investments in Deep Well, relating to their acquisition of Deep Well shares or relating to their control of any Deep Well assets;
g.)
that requires that the transactions through which defendants acquired Deep Well shares pursuant to the tender offer(s) for Deep Well shares be completely rescinded and unwound and that any transfers made pursuant to those acquisitions be reversed;
h.)
that requires defendants to comply with legal requirements in the making of any future tender offer or otherwise acquiring Deep Well shares;
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2.)
damages and/or treble damages in an amount to be established at trial;
3.)
attorneys’ fees and costs; and
4.)
all such other further relief as the Court deems just and equitable.
On September 14, 2009 and effective September 1, 2009, Deep Well and Tamm, Garry Tighe, William Tighe, Sean Dickenson, John Muzzin, Guido Hilekes, Peter Schriber, Olaf Herr, Arthur Sulzer, LB (Swiss) Private Bank, Ltd. and Rahn & Bodmer Co. (collectively, the “TAMM Parties”) entered into a full settlement and release with all of the defendants in Deep Well Oil & Gas, Inc. v. Tamm Oil & Gas Corp., et. al. (D. Nev., Case No. 3:08-cv-00173-ECR-RAM) in the United States District Court, District of Nevada. The settlement provides that we be granted an option (the “Option”) to purchase Tamm’s interest in the Royalty Agreement between Mikwec Energy Canada, Ltd. and Nearshore Petroleum Corporation. The Option price shall be determined by an independent appraisal of the fair market value of Tamm’s interest in the Royalty Agreement, and shall reflect a $400,000 reduction from the determined fair market value. Further, if we decide to exercise this Option we can pay for part of the Option by way of a promissory note, the terms of which will be determined. The settlement also provides that for the term of the promissory note Tamm may designate a director to our Company’s board of directors, and that Tamm’s designee shall thereafter be included in our Company’s slate of director nominees for any stockholder election of directors, until such time as our Company repays the debt it owes on the promissory note related to the Option. A Stipulated Judgment of Dismissal of the case was filed on September 15, 2009 and entered by the court on the same day. We have subsequently added Mr. Donald Hryhor to our Board of Directors.
So here is the question. How could TAMO have sold to Asperago holdings, the presumed royalty on which Deep Well already had exercised its option to purchase? What has become of this royalty? This two per cent potential royalty appears to have changed hands illegally. Is Asperago going to pop up out of the woodwork after Deep Well begins production and try to claim the royalty?
Mr. Wshaw, since you know Dr. Horst A. Schmid, maybe you could ask him what happened with this presumed royalty.
