This Annual Report on Form 20-F contains
forward-looking information. Forward-looking information includes statements relating to future actions, prospective products,
future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates,
outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives
of management of Strata Oil & Gas Inc. (hereinafter referred to as the “Company,” “Strata” or “we”)
and other matters. Forward-looking information may be included in this Annual Report on Form 20-F or may be incorporated by reference
from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many
of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,”
“estimates” or similar expressions in this Annual Report on Form 20-F or in documents incorporated by reference in
this Annual Report on Form 20-F. The Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information or future events.
The Company has based the forward-looking
statements relating to the Company’s operations on management’s current expectations, estimates and projections about
the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially
from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including,
but not limited to general economic and business conditions, competition, and other factors, including those described in Item
3.D., “Risk Factors.”
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
The following sets forth selected financial
information of Strata prepared in accordance with accounting principles generally accepted in the United States for the fiscal
years ended December 31, 2013, 2012, 2011, 2010 and 2009.
The selected financial information and
operating information may not be indicative of Strata’s future performance and should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” The selected financial data as at and for these
periods have been extracted from, and are qualified by reference to the audited consolidated financial statements included herein
at Item 18.
SELECTED OPERATIONS DATA
(in U.S. dollars)
|
|
Strata Oil & Gas Inc.
|
|
|
|
Years Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Revenue
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Expenses
|
|
|
574,609
|
|
|
|
241,995
|
|
|
|
177,252
|
|
|
|
972,357
|
|
|
|
331,369
|
|
Other income (expense), net
|
|
|
(2,223,560
|
)
|
|
|
(1,614,795
|
)
|
|
|
1,806,507
|
|
|
|
4,474,395
|
|
|
|
(6,209,807
|
)
|
Net income (loss)
|
|
$
|
(2,798,169
|
)
|
|
|
(1,856,790
|
)
|
|
$
|
1,629,255
|
|
|
$
|
3,502,038
|
|
|
$
|
(6,541,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
$
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
0.05
|
|
|
$
|
(0.10
|
)
|
Basic weighted average number of common shares outstanding (in millions)
|
|
|
80.0
|
|
|
|
71.3
|
|
|
|
68.8
|
|
|
|
66.4
|
|
|
|
62.9
|
|
Diluted weighted average number of common shares outstanding (in millions)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
69.2
|
|
|
|
73.2
|
|
|
|
N/A
|
|
BALANCE SHEET DATA
(in U.S. Dollars)
|
|
Strata Oil & Gas Inc.
|
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
440,612
|
|
|
$
|
134,125
|
|
|
$
|
217,504
|
|
|
$
|
151,283
|
|
|
$
|
79,447
|
|
Other current assets
|
|
|
72,199
|
|
|
|
5,222
|
|
|
|
23,827
|
|
|
|
51,157
|
|
|
|
43,822
|
|
Deposits
|
|
|
121,870
|
|
|
|
123,634
|
|
|
|
116,172
|
|
|
|
114,139
|
|
|
|
94,533
|
|
Property and equipment, net
|
|
|
–
|
|
|
|
–
|
|
|
|
1,361
|
|
|
|
2,244
|
|
|
|
4,467
|
|
Oil and gas property interests
|
|
|
7,784,848
|
|
|
|
8,195,885
|
|
|
|
7,901,703
|
|
|
|
7,967,915
|
|
|
|
8,398,439
|
|
Total assets
|
|
|
8,419,529
|
|
|
|
8,458,866
|
|
|
|
8,260,567
|
|
|
|
8,286,738
|
|
|
|
8,620,708
|
|
Current liabilities
|
|
|
5,180,432
|
|
|
|
2,377,418
|
|
|
|
541,947
|
|
|
|
2,097,438
|
|
|
|
7,284,197
|
|
Asset retirement obligations
|
|
|
139,623
|
|
|
|
138,129
|
|
|
|
127,688
|
|
|
|
119,041
|
|
|
|
104,653
|
|
Additional paid-in capital
|
|
|
21,304,071
|
|
|
|
21,069,422
|
|
|
|
21,028,596
|
|
|
|
21,025,596
|
|
|
|
20,371,947
|
|
(Accumulated deficit) retained earnings
|
|
|
(18,663,755
|
)
|
|
|
(15,865,586
|
|
|
|
(14,008,796
|
)
|
|
|
(15,638,051
|
)
|
|
|
(19,140,089
|
)
|
Total liabilities and stockholders’ equity
|
|
|
8,419,529
|
|
|
|
8,458,866
|
|
|
|
8,260,567
|
|
|
|
8,286,738
|
|
|
|
8,620,708
|
|
Dividends
We have never paid or declared dividends on our shares of common
stock.
Exchange Rates
In this Annual Report, unless otherwise
specified, all dollar amounts are expressed in United States Dollars (USD$). The Government of Canada permits a floating
exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$), therefore, this Annual Report may contain
conversions of certain amounts in United States dollars into the Company’s functional currency, Canadian dollars, based upon
the exchange rate in effect at the end of the month or of the fiscal year to which the amount relates, or the exchange rate on
the date specified. For such purposes, the exchange rate means the daily noon historical exchange rate as reported online by the
Bank of Canada at http://www.bankofcanada.ca/rates/exchange/10-year-lookup and reference “U.S dollar (noon)”. These
translations should not be construed as representations that the Canadian dollar amounts actually represent such United States
dollar amounts or that Canadian dollars could be converted into United States dollars at the rate indicated or at any other rate.
The following table sets forth the exchange
rates for the Canadian Dollar at the end of each of the three fiscal years ended December 31, 2013, 2012 and 2011, and the average
rates for the period and the range of high and low rates for the period. The data for March, 2014 and for each
month during the most recent six months is also provided.
Exchange Rates for Canadian Versus U.S. Dollars
The exchange rate as of December 31, 2013
was CDN $1.06 per U.S. $1.00.
The exchange rate as of March 21, 2014
was CDN $1.12 per U.S. $1.00.
Exchange Rates for Canadian Versus U.S. Dollars
(High/low
rates for latest six months)
|
|
High
|
|
Low
|
March, 2014
|
|
1.13
|
|
1.10
|
February, 2014
|
|
1.12
|
|
1.10
|
January, 2014
|
|
1.12
|
|
1.06
|
December, 2013
|
|
1.07
|
|
1.06
|
November, 2013
|
|
1.06
|
|
1.04
|
October 2013
|
|
1.05
|
|
1.03
|
September 2013
|
|
1.05
|
|
1.03
|
Exchange Rates
for Canadian Versus U.S. Dollars
|
|
Average ($)
|
For the twelve months ended December 31, 2013
|
|
1.03
|
For the twelve months ended December 31, 2012
|
|
1.00
|
For the twelve months ended December 31, 2011
|
|
0.99
|
For the twelve months ended December 31, 2010
|
|
1.00
|
For the twelve months ended December 31, 2009
|
|
1.14
|
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
D. Risk Factors
An investment in the Company has a high
degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the
other information in this Annual Report. If any of the following risks actually occur, our business, operating results
and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a
part of your investment.
RISKS RELATING TO OUR COMPANY
1. We
are an exploration stage company, with limited operating history, which raises substantial doubt as to our ability to successfully
develop profitable business operations and makes an investment in our common shares very risky.
We have only recently commenced oil and
gas exploration operations. Our prospects must be considered in light of the risks, expenses and difficulties frequently
encountered in establishing a business in the oil and natural gas industries. We have yet to generate any revenues from
operations. There is nothing at this time on which to base an assumption that our business operations will prove to
be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors,
including:
|
·
|
our ability to raise adequate working capital;
|
|
·
|
success of our exploration and development;
|
|
·
|
demand for natural gas and oil;
|
|
·
|
the level of our competition;
|
|
·
|
our ability to attract and maintain key management and employees; and
|
|
·
|
our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.
|
To achieve profitable operations, we must,
alone or with others, successfully execute on the factors stated above. If we are not successful in executing any of
the above stated factors, our business will not be profitable and may never even generate any revenue, which make our common shares
a less attractive investment and may harm the trading of our common shares trading on the OTCBB and OTC Markets.
2. At
this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their investment.
Because the nature of our business is expected
to change as a result of shifts in the market price of oil and natural gas, competition, and the development of new and improved
technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication
of future performance.
Our management may incorrectly estimate
projected occurrences and events within the timetable of its business plan, which would have an adverse effect on our results of
operations and, consequently, make our common shares a less attractive investment and harm the trading of our common shares trading
on the OTCBB and OTC Markets. Investors may find it difficult to sell their shares on the OTCBB and OTC Markets.
3. If
capital is not available to fund future operations, we will not be able to pursue our business plan and operations would come to
a halt and our common shares would be nearly worthless.
Cash on hand is not sufficient to fund
our anticipated operating needs for the next twelve months. We will require substantial additional capital to participate
in the development of our properties which have not had any production of oil or natural gas as well as for acquisition and/or
development of other producing properties. Because we currently do not have any cash flow from operations we need to
raise additional capital, which may be in the form of loans from current shareholders and/or from private equity offerings. Our
ability to access capital will depend on our success in participating in properties that are successful in exploring for and producing
oil and gas at profitable prices. It will also be dependent upon the status of the capital markets at the time such
capital is sought. Should sufficient capital not be available, the development of our business plan could be delayed
and, accordingly, the implementation of our business strategy would be adversely affected. In such event it would not be likely
that investors would obtain a profitable return on their investments or a return of their investments at all.
4. We
are heavily dependent on Ron Daems, our CEO, President and Chairman. The loss of Mr. Daems, whose knowledge, leadership
and technical expertise upon which we rely, would harm our ability to execute our business plan.
Our success depends heavily upon the continued
contributions of Ron Daems, whose knowledge, leadership and technical expertise would be difficult to replace. Our success
is also dependent on our ability to retain and attract experienced engineers, geoscientists and other technical and professional
staff. We do not maintain any key person insurance on Mr. Daems. If we were to lose his services, our ability
to execute our business plan would be harmed and we may be forced to cease operations until such time, if ever, we could hire a
suitable replacement for Mr. Daems.
5. Volatility
of oil and gas prices and markets could make it more difficult for us to achieve profitability and less likely for investors in
our common shares to receive a return on their investment.
Our ability to achieve profitability is
substantially dependent on prevailing prices for natural gas and oil. The amounts and price obtainable for any oil and
gas production that we achieve will be affected by market factors beyond our control. If these factors are not favorable
over time to our financial interests, it is likely that owners of our common shares will lose their investments. Such factors include:
|
·
|
worldwide or regional demand for energy, which is affected by economic conditions
|
|
·
|
the domestic and foreign supply of natural gas and oil
|
|
·
|
domestic and foreign governmental regulations
|
|
·
|
political conditions in natural gas and oil producing regions
|
|
·
|
the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels
|
|
·
|
the price and availability of other fuels
|
6. Drilling
wells is speculative, often involving significant costs that may be more than our estimates. Any material inaccuracies
in drilling costs, estimates or underlying assumptions will reduce the profitability of our business and will negatively affect
our results of operations.
Developing and exploring for natural gas
and oil involves a high degree of operational and financial risk, which precludes definitive statements as to the time required
and costs involved in reaching certain objectives. The budgeted costs of drilling, completing and operating wells are
often exceeded and can increase significantly when drilling costs rise due to a tightening in the supply of various types of oilfield
equipment and related services. Drilling may be unsuccessful for many reasons, including title problems, weather, cost
overruns, equipment shortages and mechanical difficulties. Moreover, the successful drilling of a natural gas or oil
well does not ensure a profit on investment. Exploratory wells bear a much greater risk of loss than development wells. A
variety of factors, both geological and market-related, can cause a well to become uneconomical or only marginally economic such
as:
|
·
|
blow-outs and surface cratering
|
|
·
|
uncontrollable flows of oil, natural gas, and formation water
|
|
·
|
natural disasters, such as hurricanes and other adverse weather conditions
|
|
·
|
pipe, cement, or pipeline failures
|
|
·
|
embedded oil field drilling and service tools
|
|
·
|
abnormally pressured formations
|
|
·
|
environmental hazards, such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases
|
If we experience any of these problems,
it could affect well bores, gathering systems and processing facilities, which could adversely affect our ability to conduct operations. We
could also incur substantial losses as a result of:
|
·
|
severe damage to and destruction of property, natural resources and equipment
|
|
·
|
pollution and other environmental damage
|
|
·
|
clean-up responsibilities
|
|
·
|
regulatory investigation and penalties
|
|
·
|
suspension of our operations
|
|
·
|
repairs to resume operations
|
7. The
unavailability or high cost of drilling rigs, equipment, supplies, personnel and other services could adversely affect our ability
to execute on a timely basis our development, exploitation and exploration plans within our budget.
Shortages or an increase in cost of drilling
rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial condition and
results of operations. Drilling activity in the geographic areas in which we conduct drilling activities may increase,
which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel
and the services and products of other vendors to the industry. Increased drilling activity in these areas may also
decrease the availability of rigs. We do not have any contracts with providers of drilling rigs and, consequently we
may not be able to obtain drilling rigs when we need them. Therefore, our drilling and other costs may increase further
and necessary equipment and services may not be available to us at economical prices.
8. We
are subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or
feasibility of doing business.
Development, production and sale of natural
gas and oil in Canada are subject to extensive laws and regulations, including environmental laws and regulations. We
may be required to make large expenditures to comply with environmental and other governmental regulations. Matters
subject to regulation include:
|
·
|
location and density of wells
|
|
·
|
the handling of drilling fluids and obtaining discharge permits for drilling operations
|
|
·
|
accounting for and payment of royalties on production from state, federal and Indian lands
|
|
·
|
bonds for ownership, development and production of natural gas and oil properties
|
|
·
|
transportation of natural gas and oil by pipelines
|
|
·
|
operation of wells and reports concerning operations
|
Under these laws and regulations, we could
be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs
and other environmental damages. Failure to comply with these laws and regulations may also result in the suspension
or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws
and regulations could change in ways that substantially increase our costs. Accordingly, any of these liabilities, penalties,
suspensions, terminations or regulatory changes could result in a material adverse affect on our financial condition and results
of operations which could potentially force us to cease our business operations.
9. Our
oil and gas operations may expose us to environmental liabilities.
If we experience any leakage of crude oil
and/or gas from the subsurface portions of a well, our gathering system could cause degradation of fresh groundwater resources,
as well as surface damage, potentially resulting in suspension of operation of a well, fines and penalties from governmental agencies,
expenditures for remediation of the affected resource and liabilities to third parties for property damages and personal injuries. In
addition, any sale of residual crude oil collected as part of the drilling and recovery process could impose liability on us if
the entity to which the oil was transferred fails to manage the material in accordance with applicable environmental health and
safety laws.
10. Exploratory
drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our
financial position.
Drilling operations generally involve a
high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions,
blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor and other risks are involved. We
may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to
insure. Incurring any such liability may have a material adverse effect on our financial position and operations.
11. The
potential profitability of oil and gas ventures depends upon factors beyond our control.
The potential profitability of oil and
gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and
gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls or any combination of these
and other factors, as well as responsive to changes in domestic, international, political, social, and economic environments. Additionally,
due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly
difficult, if not impossible, to project. These changes and events may materially affect our financial performance.
12. Our
auditors’ opinion on our December 31, 2013 financial statements includes an explanatory paragraph in respect to there being
substantial doubt about our ability to continue as a going concern.
We have incurred net losses of $15,914,965
from July 1, 2005 (the date we commenced our oil and gas operations) to December 31, 2013. Our financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification
of liabilities that might be necessary in the event the Company cannot continue in existence. We anticipate generating
losses for at least the next 12 months. Therefore, there is substantial doubt about our ability to continue operations
in the future as a going concern. We will need to obtain additional funds in the future. Our plans to deal
with this cash requirement include loans from existing shareholders, raising additional capital from the private sale of our equity
securities or entering into a strategic arrangement with a third party. If we cannot continue as a viable entity, our
shareholders may lose some or all of their investment in our company.
13. If
we do not maintain the property lease payments on our properties, we will lose our interest in the properties as well as losing
all monies incurred in connection with the properties.
We have two land packages in Alberta, Canada
that were acquired through auction directly from the Government of Alberta. The land packages are made up of a number
of underlying individual leases. All of our leases require annual lease payments to the Alberta provincial government. See
Item 4.D for a more detailed description of the property obligations. If we do not continue to make the annual lease
payments, we will lose our ability to explore and develop the properties and we will not retain any kind of interest in the properties.
14. We
may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience
than we do in locating and commercializing oil and natural gas reserves.
The natural gas and oil market is intensely
competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing
competitors or with any new competitors. We compete with many exploration companies that have significantly greater
personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater
resources and reputations may result in our failure to maintain or expand our business.
15. We
expect losses to continue in the future because we have no oil or gas reserves and, consequently, no revenue to offset losses.
Based upon the fact that we currently do
not have any oil or gas reserves, we expect to incur operating losses in the next 12 months. The operating losses will
occur because there are expenses associated with the acquisition, exploration, and development of natural gas and oil properties
that do not have any income-producing reserves. Failure to generate revenues may cause us to go out of business. We
will require additional funds to achieve our current business strategy and our inability to obtain additional financing will interfere
with our ability to expand our current business operations.
16. Because
we are in the exploration stage of operations of our business our securities are considered highly speculative.
We are in the exploration stage of our
business. As a result, our securities must be considered highly speculative. We are engaged in the business
of exploring and, if warranted and feasible, developing natural gas and oil properties. Our current properties are without
known reserves of natural gas or oil. Accordingly, we have not generated any revenues nor have we realized a profit
from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short
term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves
of natural gas and oil, which itself is subject to numerous risk factors as set forth herein. Since we have not generated
any revenues, we will have to raise additional funds through loans from existing shareholders, the sale of our equity securities
or strategic arrangement with a third party in order to continue our business operations.
17. Since
our Directors work for other natural resource exploration companies, their other activities for those other companies could slow
down our operations or negatively affect our profitability.
Our Officers and Directors are not required
to work exclusively for us and they do not devote all of their time to our operations. In fact, our Directors work for
other natural resource exploration companies. Therefore, it is possible that a conflict of interest with regard to their
time may arise based on their consulting or employment by such other companies. Their other activities could slow our
operations and may reduce our financial results because of the slowdown in operations. It is expected that each of our
Directors will devote approximately 1 hour per week to our operations on an ongoing basis, and when required will devote whole
days and even multiple days at a stretch when property visits are required or when extensive analysis of information is needed.
RISKS RELATING TO OUR COMMON SHARES
18. We
may, in the future, issue additional common shares, which would reduce our investors’ percentage of ownership and may dilute
our share value.
Our Articles of Incorporation authorize
the issuance of an unlimited number of common shares without par value and an unlimited number of preferred shares without par
value. The future issuance of our unlimited authorized common shares may result in substantial dilution in the percentage
of our common shares held by our then existing shareholders. We may value any common shares issued in the future on
an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may
have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market
for our common shares.
19. Our
common shares are subject to the "Penny Stock" Rules of the SEC and we have no established market for our securities,
which make transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Section 15(g) of the Securities Exchange
Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the Commission require broker-dealers dealing in penny stocks
to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for the investor's account. These rules may
have the effect of reducing the level of trading activity in the secondary market, if and when one develops. Potential
investors in the Company’s common stock are urged to obtain and read such disclosures carefully before purchasing any shares
that are deemed to be "penny stock." Moreover, the Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has
a market price of less than USD $5.00 per share or with an exercise price of less than USD $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
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That a broker or dealer approve a person's account for transactions in penny stocks; and
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that the broker or dealer receive from
the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to
be purchased.
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In order to approve a person's account
for transactions in penny stocks, the broker or dealer must:
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Obtain financial information and investment experience objectives of the person; and
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make a reasonable determination that
the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny stocks.
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The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market,
which, in highlight form sets forth:
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The basis
on which the broker or dealer made the suitability determination; and
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that the broker or dealer received a signed, written agreement
from the investor prior to the transaction.
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Generally, brokers may be less willing
to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common shares and may cause a decline in the market value of our stock.
Pursuant to the Penny Stock Reform Act
of 1990, broker-dealers are further obligated to provide customers with monthly account statements. Compliance with the foregoing
requirements may make it more difficult for investors in the Company's stock to resell their shares to third parties or to otherwise
dispose of them in the market or otherwise.
20. We
are a “foreign private issuer”, and you may not have access to the information you could obtain about us if we were
not a “foreign private issuer”.
We are considered a "foreign
private issuer" under the Securities Act of 1933, as amended. As a foreign private issuer we will not have to
file quarterly reports with the SEC nor will our Directors, Officer and 10% stockholders be subject to Section 16 of the
Exchange Act. As a foreign private issuer we will not be subject to the proxy rules of Section 14 of the Exchange
Act. Furthermore, Regulation FD does not apply to non-U.S. companies and will not apply to us. Accordingly, you
may not be able to obtain some of the information about us that you could obtain if we were not a “foreign private
issuer”.
21. Because
we do not intend to pay any cash dividends on our Common shares, our stockholders will not be able to receive a return on their
shares unless they sell them.
We intend to retain any future earnings
to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common
shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on
their shares unless they sell them.
22. We
may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.
If we are a “passive foreign investment
company” or “PFIC” as defined by Federal tax laws, U.S. Holders will be subject to U.S. federal income taxation
under one of two alternative tax regimes at the election of each such U.S. Holder. Federal tax laws define a PFIC as a corporation
that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year is “passive income”,
which generally includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value
(or, if we elect, adjusted tax basis), of its assets that produce or are held for the production of “passive income”
is 50% or more. Whether we are a PFIC in any year and the tax consequences relating to PFIC status will depend on the
composition of our income and assets, including cash. U.S. Holders should be aware, however, that if we become a PFIC,
we may not be able or willing to satisfy record-keeping requirements that would enable U.S. Holders to make an election to treat
us as a “qualified electing fund” for purposes of one of the two alternative tax regimes applicable to a PFIC, which
would result in adverse tax consequences to our shareholders who are U.S. citizens.
23. Because
we are organized under the Canada Business Corporations Act and all of our assets and certain of our Officers and Directors are
located outside the United States, it may be difficult for an investor to enforce judgments obtained against us or our Officers
and Directors within the United States.
All of our assets are located outside of
the United States and we do not currently maintain a permanent place of business within the United States. In addition, certain
of our Directors and Officers are nationals and/or residents of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect
service of process or enforce within the United States any judgments obtained against us or our Officers or Directors, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition,
there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against
us or our Directors and Officers predicated upon the civil liability provisions of the securities laws of the United States or
any state thereof. There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions
brought in Canada against us or our Directors and Officers predicated upon the securities laws of the United States or any state
thereof.
Item 4. Information on the Company
A. History and Development of Strata
Oil & Gas Inc.
Strata Oil & Gas Inc. is a
company principally engaged in the acquisition and exploration of oil and gas properties. We were incorporated under the laws
of the State of Nevada on November 18, 1998 and commenced operations in January 1999. We completed our initial public
offering in February 2000. The Company operates in the oil and gas industry with a focus on Canada’s carbonate-hosted
bitumen deposits. The Company has interests in a total of 18 oil sands leases located in Northern Alberta,
Canada.
Continuance to Canada
We are presently incorporated under the
Canada Business Corporations Act. On April 22, 2003, the Company filed a registration statement to effect a continuation of our
corporate jurisdiction from the State of Nevada to Canada on Form S-4 with the United States Securities and Exchange Commission
(SEC). The Form S-4 was declared effective on or about July 7, 2004. On September 13, 2004, Strata filed a Form 8-A with the SEC
registering its class of common shares under Section 12(g) of the Exchange Act.
Discontinued Operations
Until the end of June 2005, the Company
had developed software that was designed to allow users to interface with and manage databases and customer relationships. On June
29, 2005 a majority of the Company’s shareholders approved a change in the business of the Company from software development
to oil and gas exploration.
B. Business Overview
REFER TO SECTION 4.A “HISTORY AND
DEVELOPMENT OF STRATA OIL & GAS INC.” FOR INFORMATION REGARDING THE COMPANY’S HISTORY AND BUSINESS ACTIVITIES.
BUSINESS DESCRIPTION
The Company currently has interests in
oil sands properties located in the Peace River and Wabiskaw areas of Northern Alberta, Canada.
The Company is an exploration stage company
and there is no assurance that a commercially viable oil or gas deposit exists on any of its properties. Further evaluation
will be required on each property before a final evaluation as to the economics and legal feasibility of the property is determined.
The Company originally had an interest
in 43 oil sands leases in northern Alberta, Canada. In December 2010, the Company sold 25 of its oil sands leases to
an Alberta company. As of December 31, 2013 the Company currently has interests in oil sands properties located in the
Peace River and Wabiskaw areas of Northern Alberta, Canada including 17 leases in the Peace River oil sands area and one lease
in the Athabasca oil sands area.
MATERIAL EFFECTS OF GOVERNMENT REGULATION
Development, production and sale of natural
gas and oil in Canada are subject to extensive laws and regulations, including environmental laws and regulations. The
oil and gas leases currently held by the Company are owned by the Province of Alberta and are managed by the Department of Energy. We
may be required to make large expenditures to comply with environmental and other governmental regulations. Matters
subject to regulation include:
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location and density of wells
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the handling of drilling fluids and obtaining discharge permits for drilling operations
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accounting for and payment of royalties on production from state, federal and Indian lands
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bonds for ownership, development and production of natural gas and oil properties
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transportation of natural gas and oil by pipelines
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operation of wells and reports concerning operations
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Under these laws and regulations, we could
be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs
and other environmental damages. Failure to comply with these laws and regulations may also result in the suspension
or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws
and regulations could change in ways that substantially increase our costs. Accordingly, any of these liabilities, penalties,
suspensions, terminations or regulatory changes could have a material adverse affect on our financial condition and results of
operations which could potentially force us to cease our business operations.
SEASONALITY, DEPENDENCY UPON PATENTS,
LICENSES, CONTRACTS, PROCESSES, SOURCES AND AVAILABILITY OF RAW MATERIALS
Certain of the Company’s properties
are in remote locations and subject to significant temperature variations and changes in working conditions. It may
not be possible to actively explore the Company’s properties in Alberta throughout the year due to seasonal changes in the
weather. If exploration is pursued at the wrong time of year, the Company may incur additional costs to address issues
relating to the weather.
Shortages or an increase in cost of drilling
rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial condition and
results of operations. Drilling activity in the geographic areas in which we conduct drilling activities may increase,
which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel
and the services and products of other vendors to the industry. Increased drilling activity in these areas may also
decrease the availability of rigs. We do not have any contracts with providers of drilling rigs and consequently we
may not be able to obtain drilling rigs when we need them. Therefore, our drilling and other costs may increase further
and necessary equipment and services may not be available to us at economical prices.
COMPETITION
The natural gas and oil exploration
industry is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully
with our existing competitors or with any new competitors. We compete with many exploration companies that have significantly
greater personnel, financial, managerial, and technical resources. This competition from other companies with
greater resources and reputations may result in our failure to maintain or expand our business.
C. Organizational Structure
The Company is not part of a group and
has no subsidiaries.
D. Property, Plant and Equipment
CORPORATE OFFICES
We do not own any real property. Our
corporate offices are located at 10010 - 98 Street, PO Box 7770, Peace River, Alberta T8S 1T3. We believe that the facilities
will be adequate for the foreseeable future.
OIL SANDS LEASES
The Company currently has an interest in
18 oil sands leases in northern Alberta, Canada. 17 of the leases are located in the Peace River oil sands area, and
1 lease is located in the Athabasca oil sands area.
Oil Sands Background
“Oil Sands” refers to unconsolidated,
bitumen-saturated sands containing varying amounts of clay and rock material. The bitumen content refers to a heavy,
viscous crude oil that generally does not flow under natural reservoir conditions. As a result, it cannot be recovered
from a conventional well the way lighter oil is most often produced. The oil sands are contained in three major areas
beneath an approximate 140,800 square kilometers (54,363 square miles) of north-eastern Alberta - an area larger than the state
of Florida. As of December 2002, according to the Alberta Department of Energy, these three areas, Athabasca/Wabiskaw,
Peace River, and Cold Lake, contained 1.6 trillion barrels of bitumen in-place, of which 174 billion barrels are proven reserves
that can be recovered using current technology.
These deposits contain a significant amount
of oil but until recently the cost of extraction has created a barrier to economic development. Extraction of oil from
oil sands requires technologically intensive activity and the input of significant amounts of energy to exploit the oil sands deposits. There
are two main types of oil sands production methods: mining and in-situ. Oilsands mining is accomplished using an open
pit operation whereby the oil sands are dug up and trucked to a processing facility. For oil sands reservoirs too deep
to support economic surface mining, some form of in-situ recovery is required to produce bitumen. In-situ production
is similar to that of conventional oil production where oil is recovered through a well. The Alberta Energy and Utilities
Board estimates that 80 percent of the total bitumen ultimately recovered will be with in-situ techniques. Numerous
in-situ technologies have been developed that apply thermal energy to heat the bitumen and allow it to flow to the well bore.
There are some oil sands reservoirs where
primary or “cold” production is possible. The lighter bitumen in these areas can flow towards a well and
bitumen production can be enhanced by the co-production of sand, thereby creating a down hole cavity around the well bore which
facilitates the flow of oil towards the well. This type of production technology is commonly referred to as “Cold
Heavy Oil Production with Sand” (“CHOPS”). While this type of bitumen is marginally lighter and less
viscous than the conventional bitumen found in mineable and other in-situ reserves, it is also slightly heavier than the conventional
“Heavy Oil” reservoirs produced in the “heavy oil belt” region, located around the central Alberta - Saskatchewan
border. Another production technology, which may be suitable for some of the lighter oil sands reservoirs, is the use
of horizontal well bores. Horizontal production wells, which have been drilled up to more than 2 kilometers away from
their surface locations, have been successfully applied to cold in-situ bitumen production, where it is suitable. In
general, open pit oil sands mines are found in central Athabasca deposits, while in-situ bitumen production technology is used
in the Cold Lake, south Athabasca, and Peace River deposits, where the overburden thickness exceeds 50 meters.
Oil in oil sands is found mainly in high
porosity quartz arenites to arkosic sands that cover large areas and lie up-dip from the purported source rocks to the southwest. There
are also vast amounts of heavy oil as well in fractured carbonate rocks of 10-14% porosity underlying a large triangular region
of north central Alberta. In addition, there is a large amount of heavy oil in a series of thinner blanket sands and
channel sands extending all the way from Suffield, Alberta to zones overlying the Cold Lake Oil Sands near Bonnyville, and extending
well into Saskatchewan. The latter deposits called the ‘heavy oil belt” are the sites of the most development
attention because the oil is less viscous and it can be produced using either CHOPS or horizontal well technology.
The source rocks for the oil sands are
from the Cretaceous and Jurassic shales in the Alberta Syncline. Rapid sedimentation of organic rich argillaceous material
caused large flow volumes to be generated as the result of compaction. Deep burial of the kerogeneous source rocks allowed
organic diagenesis to occur resulting in the generation of oil and gas from the kerogen. The oil sands are 98% un-cemented
(unconsolidated sandstones). The ingress of bitumen has essentially stopped diagenetic processes and the sands do show
strong evidence of the early effects of pressure solution and re-crystallization but true cementation is quite rare as are significant
calcite cemented zones.
Carboniferous Oil Sands
Strata has focused its efforts on carbonate-hosted
bitumen sands. The carbonates are the next challenge in the Alberta oil sands industry. Like oil sands two decades ago,
carbonates represent an enormous and relatively untapped petroleum resource. The means for producing bitumen from carbonates is
still being studied. The nature of the carbonate triangle in Alberta tends to vary and there is unlikely to be a single
one-size -fits-all strategy for production. Cold production may be possible in some areas although in most cases production
requires an in-situ treatment. Various technologies have been tested and others considered, including similar technologies to those
employed in oil sands (cyclic steam, SAGD, etc.). Bitumen carbonates are still being studied, and as yet there are several techniques
which may prove to be effective. We are in the process of determining the most efficient means of producing the bitumen
from our Peace River project.
Carbonate oil sands are an unconventional
resource that remains almost untapped. While much of the world now knows about Alberta’s vast oil sands resource,
many people are unaware that a bitumen resource of similar magnitude is locked in carbonate rock. According to a report
by Petroleum Technology Alliance Canada (PTAC), 26% of Alberta’s bitumen resources are contained in carbonate rather than
sand formations. One northern Alberta carbonate formation alone — the Devonian-age Grosmont complex — has
bitumen volumes in place comparable to the huge Athabasca oil sands deposit. This comparison is made in the 176-page official history
of the Alberta Oil Sands Technology and Research Authority (AOSTRA), the long-since disbanded provincial agency set up in 1974
to promote bitumen recovery technologies. The history devotes four well-illustrated pages to bitumen carbonates. The
resource received serious attention during the AOSTRA years with a series of pilot tests running in the Grosmont formation between
1975 and 1987. However, oil prices fell and funding was cut. The remotely located and little known bitumen
carbonates were largely forgotten until Royal Dutch Shell plc paid nearly $500 million for leases in 2006.
Contained in a roughly triangular 70,000
square-kilometer area of northern Alberta called the Carbonate Triangle, the deposits may be the most technically challenging of
the province’s bitumen resources. The basic difference between oil sands and bitumen carbonates is the former is bitumen
mixed with unconsolidated sand, which can be either mined or produced from wells. The latter, as the name implies, is bitumen in
carbonate rock — both dense limestone and heavily karsted rock. Grosmont bitumen is even heavier than the Athabasca bitumen
and the reservoir is extremely variable, meaning that a single recovery method is unlikely to work throughout the formation. The
lack of understanding of the heterogeneous nature of the reservoir is the main hurdle for developing successful bitumen recovery
schemes. The bitumen is contained in a dual porosity system — both in the vugs (cavities or fractures) and in the rock matrix
itself. The vugs could potentially be good news in that they could conceivably improve permeability once the viscosity
of the bitumen is raised by heat or other means, but bad news if they serve as channels for steam to escape from the area of interest. In
the karsted areas, these irregular cavities and tunnels are often the diameter of a man’s arm, and sometimes much larger. According
to the PTAC review of the pilot results, challenges of drilling through this karsted rock include the potential for loss of drilling
fluids into the formation, and problems with the placement of cement to maintain a strong well-to-formation bond.
DROWNED AREA OIL SANDS LEASE
Acquisition of Interest
On September 7, 2005 the Company
acquired a 100% interest in Alberta Oil Sands Lease #7400100011 (the “Drowned Property’). The rights
to the Drowned Property were acquired for a payment of CDN $25,000 (USD $20,635) as well as other closing costs of CDN$9,874
(USD $8,150). The Drowned Property covers 512 hectares of land in the Drowned Area of the Wabiskaw oil sands in the West
Athabasca area of Northern Alberta. The lease gives the Company the right to explore the Drowned Property covered
by the lease.
Strata's acquisition of the Drowned Property
lease includes an overriding 4% royalty agreement with the vendor. The royalty is to be paid on a well-to-well basis and is payable
on all petroleum substances produced by any well on the Property. In addition, the Company must pay the Province of Alberta CDN
$1,792 (USD $1,798) per year to maintain its right to the lease. The lease is subject to a royalty payable to the Government of
Alberta.
Alberta's project-based generic oil sands
royalty regime operates on the principle of revenue minus cost. Royalty is paid at one of two rates, depending on the project’s
financial status. The deciding factor is the project’s payout date
.
A project has “reached payout”
once its cumulative revenues have exceeded its cumulative costs. Before the payout date, the applicable royalty is 1%
of the project’s gross revenue. This low rate recognizes the high costs, long lead times and high risks associated with oil
sands investment. It prevents undue strain on the developer’s financial resources during the most critical, start-up stages
of the project. After the payout date, the applicable royalty is the greater of 1% of the project’s gross revenue
or 25% of the net revenue for the period
.
Location
The Drowned Property lies near the southern
edge of the Wabiskaw Heavy Oil/Oil sands field in west Athabasca approximately 45km south of the town of Wabiskaw or 60km Northeast
of Slave Lake.
Lease Number
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Hectares
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Townships
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Range
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Section
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7400100011
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512
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75, 76
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23
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1 and 36
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Drowned Project Lease Information
The Drowned Property is comprised of a
single lease with the Government of the Province of Alberta, Canada. The lease is a fifteen-year lease and expires on
October 4, 2015.
Lease Number
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Hectares
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Rent / Hectare
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Annual Minimum Lease Payments
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7400100011
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512
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CDN $3.50 (USD $3.51) per year
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CDN $1,792 (USD $1,798) per year
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Regional Geology
Regionally, the Wabiskaw Reservoir consists
of three overlapping en-echelon sand bodies interpreted as shoreface sand which coarsen upwards from shale to fine sand. The
three bodies are informally referred to as Wabiskaw “A” Sand, Wabiskaw “B” Sand, and Wabiskaw “C”
Sand. The three bodies are separated from each other by shales and each has proven to be correlatable and mappable over
a wide area. All three bodies contain bitumen, but only the bitumen sand of the Wabiskaw “A” is being cold
produced at the present time. The “B” and “C” are generally thinner and contain smaller bitumen
accumulations.
Gas and water are also significant components
of the reservoir fluids in the Wabiskaw sands. Several associated gas fields are currently in production. There
may be a distinct basal water leg below the bitumen. This is especially true in the southwestern part of the Wabiskaw
reservoirs.
The deposit lies above the western part
of the Athabasca oil sands and extends westward somewhat beyond the McMurray Formation edge. In many regions, the Wabiskaw
is oil rich and it overlies the McMurray forming two stacked reservoirs. Detrital matter arrived mainly from the west
but mixed with a small component of sediments from the shield. The bitumen is highly viscous and is at a depth of 100
to 700 meters. The Wabiskaw is classified as the lowest Member of the Clearwater Formation and therefore overlies the
McMurray Formation. The reservoir and the thickness of oil-saturated material vary from 0 to 10 meters.
Property Geology
Several pre-existing bore holes indicate
that neither the Wabiskaw “A” sand nor the Wabiskaw “B” sand is present on the Company’s Drowned
Property, although it appears that 0 to 4 meters of a thin bitumen-bearing Wabiskaw “C” sand may be present. In
addition, the McMurray Formation is present beneath the Wabiskaw and fills a local north-south oriented valley system incised into
the older limestone basement. These McMurray valley filled sediments appear to be complex, consisting mainly of water-bearing
silts and clays, and hold only minor, discontinuous, bitumen-bearing sands of an unknown quality. The Wabiskaw and McMurray
sands lie at a depth of 550 to 600 meters and the Grand Rapids reservoir lies at a depth of 425 to 500 meters.
Previous Work
Historically, the Drowned Project has had
four wells drilled on it by companies owning the gas exploration rights. The geophysical well logs demonstrate the presence of
bitumen in all four wells, one of which shows the presence of oil sands. The Company did not undertake any exploration
work on the Drowned Property in 2013.
Planned Work by the Company for 2014
The Company has focused its exploration
efforts on its Peace River Property and as a result, does not have any current plans to undertake an exploration program on the
Drowned Property in 2014.
PEACE RIVER OIL SANDS LEASES
The following are two maps showing the
location of the Company’s 17 oil sands leases in the Peace River region of northern Alberta, Canada.
Acquisition of Interest
The Company has entered into a series of
leases in multiple transactions with the Province of Alberta in the Peace River area of Alberta, Canada (the “Peace River
Property”). All of the leases were acquired through a public auction process that requires the Company to submit
sealed bids for land packages being auctioned by the provincial government. Upon being notified that it has submitted
the highest bid for a specific land parcel the Company immediately pays the Government the bid price and enters into a formal lease
with the government. The bid price includes the first year’s minimum annual lease payments. The specific
transactions entered into by the Company are as noted below.
Date
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Number of Leases
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Land Area
(Hectares)
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Annual Minimum Lease Payments
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June 15, 2006
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3
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4,864
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CDN $17,024 / USD $17,077
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October 19, 2006
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4
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3,584
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CDN $12,544 / USD $12,583
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November 2, 2006
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4
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5,632
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CDN $19,712 / USD $19,773
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January 11, 2007
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4
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4,608
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CDN $16,128 / USD $16,178
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January 24, 2007
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2
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2,304
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CDN $8,064 / USD $8,089
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17
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20,992
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CDN $73,472 / USD $73,700
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The Peace River Property consists of a
total of 20,992 hectares of land in a region of northern Alberta known as Peace River. The leases are subject to royalties
payable to the Government of Alberta. Alberta's project-based generic oil sands royalty regime operates on the principle
of revenue minus cost. Royalty is paid at one of two rates, depending on the project’s financial status. The
deciding factor is the project’s payout date
.
A project has “reached payout” once its cumulative
revenues have exceeded its cumulative costs. Before the payout date, the applicable royalty is 1% of the project’s
gross revenue. This low rate recognizes the high costs, long lead times and high risks associated with oil sands investment. It
prevents undue strain on the developer’s financial resources during the most critical, start-up stages of the project. After
the payout date, the applicable royalty is the greater of 1% of the project’s gross revenue or 25% of the net revenue for
the period
.
Location
The Peace River Property lies in the Peace
River oil sands field in Alberta approximately 40 to 50 kilometers northeast of the town of Peace River. These holdings
are situated near Cadotte Lake.
Peace River Project Lease Information
The Peace River Property interest (hereinafter
referred to as “Cadotte West”, “Cadotte Central”, “Cadotte East” or collectively the “Cadotte
Leases” is comprised of 17 leases with the Government of the Province of Alberta, Canada. All of the leases are for
a 15-year term, require minimum annual lease payments, and grant the Company the right to explore for potential oil sands opportunities
on the respective lease.
Regional Geology
The Peace River Cretaceous clastic reservoir
consists of a complex stratigraphy similar in nature to the Athabasca Deposit to the east. These are thought to comprise
fossil estuarine systems where the best reservoirs are contained in tidal inlet and barrier sands. Secondary reservoir
targets may be tidal delta, bayhead delta, tidal channel, and tidal flat sands. The Peace River Carboniferous reservoir
consists of platform sediments with relatively few reef building organisms. Structurally, the Peace River strata dip
to the southwest and the elevation of the bitumen-bearing interval lies between 50 and 100 meters below sea level or at a depth
of between 680 to 790 meters below the surface.
Property Geology (Cadotte Leases)
Strata has focused its efforts on the bitumen
resources contained in the Debolt/Elkton carbonate Carboniferous Formation and the Bluesky/Gething clastic Cretaceous Formation
in the Cadotte area. In particular, our exploration programs to date have focused on 29 sections in the Cadotte area
located in Townships 86 and 87, Ranges 18 and 19W (the “Target Area”).
The nature of the geology of the carbonate
sequence in the Target Area has a significant influence on the distribution of the bitumen resource. The principal reference
source for this section is the Alberta Research Council’s publication, “Geological Atlas of the Western Canada Sedimentary
Basin”. The sequence that hosts the bitumen deposits is the Rundle Group of Lower Carboniferous age. The
Rundle Group in this area includes three stratigraphic units which, in ascending order, are the Pekisko, Shunda and Debolt Formations. From
place-to-place the Debolt Formation may also include another distinct unit, the Elkton Member. In the Cadotte Lease
area, the Elkton Member is usually present, as long as the overlying unconformity with the Cretaceous sequence has not eroded the
entire Debolt Formation sequence. Although there are many intervals that are bitumen enriched in the Rundle sequence
in the Cadotte Lease area, the principal enrichment zones occur in the Elkton Member, the upper half of the Debolt but usually
not right at the top of the formation and, to a lesser extent, in the Shunda Formation. The high grade zones of enrichment
are those that occur in the Elkton Member and the Debolt Formation.
A Cretaceous clastic sequence that includes
the Gething and Bluesky Formations at the base, unconformably overlies the Carboniferous rocks in this area. All the
beds dip gently to the west with those lying below the unconformity having a somewhat greater dip than those above it. This
causes the sequence below the unconformity to be eroded to a greater degree to the east and to be less complete, compared with
the west. These westerly dips are the result of post-depositional tectonic events and do not reflect the original orientation
of the accumulation of sediment. The Carboniferous sequence of the Rundle assemblage accumulated as a result of a series
of prograding events that developed in a southerly to southwesterly direction.
The Carboniferous sequence mainly includes
platform sediments that show generally shallower-water characteristics up-section. In a basinward direction the depositional
facies proceed from beach and lagoonal environments through shoals of the shelf margin to marine basin muds. The lithologies
that result include high energy siliciclastics of the beach environment, through various types of carbonates on the platform and
its slope to shale in the deep marine environment. There even appear to be beds present that have the character of unconsolidated
coarse sediments. Several transgressive events therefore resulted in the accumulation of clastic sediments interbedded
with carbonate units.
The carbonate units included relatively
few reef building organisms and thus there was little tendency for irregular geological bodies such as reefs to form in this sequence
in this area. From one well to the next the regular nature of the deposition that took place at this time is apparent
and it is relatively easy to show the correlation that exists between the same units in adjacent wells in the target area. This
feature of regular bed continuity is in strong contrast to the variability of the clastic units of the overlying Cretaceous sequence
as seen in the Athabasca region.
It is also most noteworthy that the bitumen
enrichment is strongly influenced by the bedded nature and continuity of the sediments. It is readily possible in many
cases to show the same details of the enriched sequence in adjacent wells even when they are spaced a kilometer or more apart. This
has a very strong impact on the selection of data separation distances for the classification of resources; in this sequence an
equivalent assurance of existence is achieved with much wider spacing of wells than that used in the classification of bitumen
resources for the Cretaceous surface mineable oil sand deposits presently being explored and developed near Fort McMurray.
Previous Work
During the winter drill season of 2006
– 2007, Strata drilled four wells on the Cadotte leases. Three of these wells were within the Cadotte Central
Target Area and one was in the Cadotte East leases. All of the wells were drilled and cored. Three wells
were drilled with cores in the Cadotte Central Target Area, two of which were cased allowing for production testing with the ability
to re-enter these wells for future testing. The other well was abandoned due to drilling fluid losses during drilling
which did not allow the well to be cased for testing in the future. The fourth well drilled in the Cadotte East location
was cored and cased. Due to natural gas flowing from the well, to which the Company did not have the rights to, additional
borehole tests were not conducted. The cores of all of these wells were tested and examined in a laboratory in Calgary. The
results of these tests were that cold production was not viable. However, the results indicated that the bitumen would
flow at approximately 85°C. These results will allow the Company to explore different means of extraction in addition
to steam.
Former leaseholders have drilled wells
on and around the Company’s Target Area. Geophysical well logs are of variable quality but generally consist of
a full suite of tools to evaluate the potential reservoirs. With respect to available drilling data, the leases of the
Target Area are drilled at an average spacing of one well per section. However, not all of these existing wells were
drilled to investigate the sequence located on the Company’s Cadotte leases. The effective average spacing with wells that
have penetrated the Carboniferous sequence is approximately 0.8 wells per section. This spacing is from twenty-three
wells on or immediately adjacent to the leases. There are an additional two hundred nineteen wells in the surrounding
area, the data from which has also been referenced and inspected by the Company to assist with its evaluation of the Cadotte leases.
However, the quality of the data from the
wells of different vintage is quite variable. Several of the wells were drilled in the 1950’s. The
drilling records and logs for these wells are sometimes poor or absent or they may be less complete than those of more recently
drilled wells. A database search was done to identify higher quality data which was restricted to wells drilled since
1970 and this, plus the new Strata wells was used as the primary reference data. A total of eighteen wells of this vintage
are located on or immediately adjacent to the lease blocks. The well log data from these wells is the primary source
of information on the leases available for the present evaluation but this was supplemented by high quality data from a further
thirty-nine more distant wells in the area.
Planned Work by the Company for 2014
In 2013, Strata successfully completed
the 51-101 compliant Technical Resource Evaluation of its Cadotte West and Cadotte Central holdings located in the Peace River
region. The evaluation added 1.4 billion barrels of Petroleum-Initially-In-Place (PIIP as per the COGE Handbook definition) to
Strata’s present resource base bringing it to a total of 3.4 billion barrels in place and completing a step that brings the
Company to the cusp of the completion of Phase 1 of a five phase plan to develop its holding. Recent significant investment activity
by large companies, our neighbors in the carbonate triangle, demonstrate clearly that the process of committing billions to the
production of bitumen and other key infrastructure such as pipelines, is now gaining momentum quickly.
Also in 2013 Strata initiated a study to
further evaluate the characteristics of its Debolt formation reservoir relative to the geologically older Grosmont reservoir to
the east. The core analysis provided new findings to validate the positive economics of the Cadotte oil project. This in-depth
study conducted for Strata’s Debolt reservoir revealed reservoir quality rock as well as a primary pay zone that may be much
thicker than previously estimated.
Going forward in 2014, Strata intends to
continue to work with potential partners to discuss potential funding arrangements which would facilitate further development of
the property. Once financing has been secured, the Company plans to undertake an engineering and production testing/drilling
program in the Cadotte Central target area. The Company does not currently have any plans to complete any land acquisitions
in 2014.
Cadotte Central – Contingent
Bitumen Resource
In the United States, registrants, including
foreign private issuers like us, are required to disclose proved reserves using the standards contained in Rule 4-10(a) of the
United States Securities and Exchange Commission’s (“SEC”) Regulation S-X.
The Company completed the drilling of its
first four wells in the winter drilling season of 2006 – 2007. Strata had engaged Norwest Corporation (”Norwest”)
of Calgary, Alberta, Canada to assist Strata with the planning and undertaking of its exploration of the Cadotte Central leases. On
August 16, 2007 Norwest completed a technical report titled Evaluation of In-Place Bitumen Resources – Cadotte Central Leases
and on February 29, 2008 Norwest Questa Engineering Corporation (“Norwest Questa”) of Golden, Colorado completed
a report titled Preliminary Feasibility Study of the Cadotte Central Leases, Alberta, Canada. On April 28,
2010 Norwest completed a follow up report titled Cadotte Project – Resource Reclassification 2013 Norwest Report. All
of these reports are available to the public on the
www.sec.gov
web site. All discussion in this section is qualified
by reference to the three reports above and readers are advised to read the three technical reports in their entirety.
Evaluation of In-Place Bitumen Resources
– Cadotte Central Leases – August 16, 2007
The study was designed to comply with the
requirements of National Instrument 51-101 and the resource classification scheme and criteria elaborated in Volume 1, of the Canadian
Oil and Gas Evaluation Handbook. Recoverable bitumen volumes were not addressed in this report because no estimate of
the recovery factor was available at the time. Mr. Geoff Jordan, P. Geol., former Senior Vice President of Norwest Corporation
and a qualified person as defined by National Instrument 51-101 was responsible for the preparation of the technical information
in the report.
The amount of exploration drilling and
testing on the Cadotte Target Area was sufficient for that part of the Peace River Oil Sand deposit to be classified as a Discovered
Resource (the classification system was subsequently changed such that the Discovered Resource would now be called Discovered Petroleum
Initially In-Place (PIIP)). The classification of the Discovered Resource into Low, Best ("Most Likely") and
High categories was based on the following criteria:
|
○
|
The Low Estimate includes all of the material that has a minimum grade of 8 wt% and a minimum thickness of 10 m;
|
|
○
|
The Best (Most Likely) Estimate includes all of the material that has a minimum grade of 8 wt% but no minimum thickness; and
|
|
○
|
The High Estimate includes all of the material without any grade or thickness constraint. Hence the latter is an estimate of the original bitumen in place for the zones under investigation in the Cadotte Target Area.
|
The results of the different estimates
for the Original Bitumen In Place (“OBIP”) are presented on the following table:
Effective OBIP
for the Cadotte Area by Target Zone
in millions of Stock Tank Barrels (MMSTB), Using 8% wt Cut-off
Formation
|
|
Low
Estimate
|
|
Best
(Most Likely)
Estimate
|
|
High
Estimate
|
Bluesky/Gething
|
|
N/A
|
|
N/A
|
|
103
|
Debolt
|
|
1,443
|
|
1,500
|
|
1,503
|
Elkton
|
|
N/A
|
|
490
|
|
644
|
Total
|
|
1,443
|
|
1,990
|
|
2,251
|
In the Bluesky/Gething Formations the results
indicate that there are some areas where grades above the threshold of 8 wt% occur but these are somewhat scattered and there are
no areas where especially high grade results were found. At the same time, the ore thickness is generally relatively
low.
It is important to note that the resource
estimates presented in this report are made for quantities on an in-place basis. This is not an estimate of quantities
that may be recovered. Such an estimate could not be made at the time because there was no reliable value available
for the bitumen recovery factor that should be applied. Such a factor is determined as a result of the completion of
various engineering tests and analyses.
The accuracy of resource estimates is,
in part, a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. Given
the data available at the time this report was prepared, the estimates presented herein are considered reasonable. However,
they should be accepted with the understanding that additional data and analysis available subsequent to the date of the estimates
may necessitate revision. These revisions may be material. There is no guarantee that all or any part of
the estimated resources of bitumen will be recoverable.
Neither Strata nor Norwest make any express
or implied warranties or guarantees of any kind concerning this report; including without limitation any implied warranty of merchantability
or fitness for a particular purpose. Specifically, neither Strata nor Norwest make any warranties or guarantees that
any property identified in this report will produce oil and/or gas in any quantity, or that any property identified in this report
will produce or receive any economic, commercial, or other benefit.
Readers of this 20-F are advised to read
the August 16, 2007 report titled Evaluation of In-Place Bitumen Resources - Cadotte Leases, that is publicly available on the
www.sec.gov
web site and was filed by the Company on September 27, 2007 under cover of 6-K.
Preliminary Feasibility Study of the
Cadotte Leases, Alberta, Canada – February 29, 2008
The preliminary feasibility report was
prepared in compliance with Canadian National Instrument 51-101 guidelines for disclosure concerning oil and gas resources in Canada. NI
51-101 requires that the procedures and criteria of the Canadian Oil and Gas Evaluation Handbook (“COGE Handbook) be used
for resource classification and these standards and criteria have been used in this report. In this case it has been
found that the estimate of potentially recoverable bitumen in the Cadotte Target Area at the time of the report could not be classified
as a Contingent Resource. The major factor was that there is no pilot project at the time that applied in-situ recovery
methods to bitumen in a hardrock carbonate host that could be used as a demonstration of recoverability. This meant
that existing pilot projects in clastic hosts, which have different physical characteristics from carbonates, had to be used for
performance prediction. This additional risk prevented the “Contingent Resource” classification being made. The
additional factors that also prevented classification as a Contingent Resource include:
|
1.
|
A lack of a cost estimate for the full-field development and operation of a bitumen recovery and upgrading project;
|
|
2.
|
Lack of permeability data for the target zones; and
|
|
3.
|
Limited geologic and reservoir data samples for the target zones
|
The Norwest August 16, 2007 report resource
estimate is classified as “Discovered Resources”, in accordance with the criteria and former classification scheme
of the COGE Handbook. The current version of the COGE Handbook has re-titled “Discovered Resources” as “Discovered
Petroleum Initially In Place” (“Discovered PIIP”). The Pre-Feasibility estimate prepared by Norwest
Questa is compliant with the requirements of National Instrument 51-101 with respect to classifying the resource as Discovered
PIIP. Dr. John D. Wright, Ph.D., P.E., who was President and Chief Engineer, of Norwest Questa Engineering Corporation
at the time of the preparation of the Preliminary Feasibility, is a qualified person as defined by National Instrument 51-101. Dr.
Wright supervised the preparation of the technical information in this report.
The analogy method was utilized to develop
recovery factors that were applied to the OBIP estimates to obtain a low, most likely, and high estimate for potentially recoverable
bitumen. Several projects using technology similar to that expected to be implemented on the Cadotte leases were used
as analogies for a bitumen recovery method and a resultant range of recovery factors. Shell’s Carmon Project (“Carmon
Creek”) was one of the primary analogies utilized by Norwest for the recovery factor estimates. Norwest reviewed
the Carmon Creek Project and concluded that some bitumen bearing stratigraphy on Strata’s land correlates with the same stratigraphy
at Carmon Creek. Over the last 25 years, Shell has tested numerous recovery methods at Peace River and has recently
concluded that Horizontal Cyclic Steam (“HCS”) is the optimal recovery method for Carmon Creek. The Preliminary
Feasibility Study for Cadotte is based on the application of that method of extraction, as well as the Shell Carmon Project well
layout and designs which were obtained from various public disclosure reports.
A production schedule was developed for
the Cadotte leases over the key Target Area of twenty nine sections. Each section, which has an area of one square mile,
is about the same size as the Carmon Project pad and development block design. Each pad and development block includes
20 wells of 1,400 m length, each of which is about 600 m in the vertical direction and 800 m horizontally. In the design
the pads are “brought on stream” over a four year build-up period. The development block sequence is implemented
such that the highest grade and thickest ore blocks are addressed first as long as the local infrastructure is able to service
those areas. During the main period of development, the daily production rate for the leases is about 56,000 barrels. The
production life for this schedule exceeds 20 years. Cost estimates for this preliminary feasibility study were obtained
from a review of public literature.
Based on the analogy method with an adjustment
for difference between gross and effective OBIP calculations, Norwest Questa estimated the following recovery factors for application
to the effective OBIP deterministic cases:
|
○
|
17 percent for the Low estimate
|
|
○
|
26 percent for the Most Likely estimate, and
|
|
○
|
38 percent for the High estimate.
|
Norwest Questa then applied the estimated
recovery factors shown above to the effective OBIP estimates from the August 16, 2007 report, which is the in-place Best estimate
at an 8 wt% grade cut-off, to obtain the Low, Most Likely, and High Resource estimates for the Cadotte Area.
On April 28, 2010 Norwest issued a report
upgrading the resource classification to “Contingent Resource” from “Discovered Resource”, in accordance
with the criteria and former classification scheme of the COGE Handbook. The Resource Reclassification report prepared
by Norwest is compliant with the requirements of National Instrument 51-101 with respect to classifying the resource as “Contingent”. Geoff
Jordan, P. Geol., Senior Geologist at Norwest Corporation prepared the Resource Reclassification report, is a qualified person
as defined by National Instrument 51-101.
With the Cadotte Recoverable bitumen quantity
classified as a Contingent Resource, it is a requirement for reporting to identify and list the contingencies. These
are as follows:
|
○
|
The company will have to develop a suitable Debolt Formation carbonate Pilot to demonstrate the technical and commercial viability of operating any specific planned in situ recovery method for this project. The cost estimate for development of the project includes a provision for completing this work;
|
|
○
|
|
The company will have to obtain all of the legal permits necessary for the initiation of the project and for construction and operation of it;
|
|
○
|
|
The company will have to secure a suitable market for the bitumen;
|
|
○
|
|
The company will have to ensure that all of the environmental requirements, including those that relate to water usage and disposal are satisfied.
|
The 2010 Norwest Corporation report modified
the classification of the resources, and not the quantities, to reflect the following recoverable portion of the effective OBIP
estimates:
Contingent Resource for the Cadotte Area by Target Zone in millions of Stock Tank Barrels (MMSTB)
Formation
|
|
Low
Estimate
|
|
Most Likely
Estimate
|
|
High
Estimate
|
Bluesky/Gething
|
|
N/A
|
|
N/A
|
|
39
|
Debolt
|
|
245
|
|
390
|
|
571
|
Elkton
|
|
N/A
|
|
127
|
|
245
|
Total
|
|
245
|
|
517
|
|
855
|
In 2008 Norwest Questa conducted an initial
economic evaluation of the Cadotte area, at a level of study consistent with that of a Preliminary Feasibility Study, based on
the Most Likely potentially recoverable Discovered PIIP estimate of 517 MMSTB. Based on a forecast price of $65 per
barrel and constant costs, this Preliminary Feasibility economic analysis indicated that the development of the Cadotte area was
economically viable with a net present value (discounted at 10%) of cash flows before income taxes of about $1.2 billion.
In 2010 Norwest Corporation completed a
revised sensitivity analysis based on three different oil prices. The assumptions utilized in the 2010 economic evaluation
were based on a review of published public data for similar projects. The analogy method was originally utilized to
develop recovery factors that were applied to the original bitumen-in-place estimates to obtain a low, most likely, and high estimate
for potentially recoverable bitumen. Several projects using technology similar to that expected to be implemented on
Strata's Cadotte Project were used as analogies for a bitumen recovery method and a resultant range of recovery factors. See
the table below for the 2010 revised sensitivity analysis:
Revised 2010
Summary of Economic Evaluations
at Different Oil Price Assumptions ($US
Billions)
Oil Price
|
Gross Oil
Revenue
|
Net
Investment
|
Total
Operating
Expenses
|
Crown
Royalties
|
Cumulative
Cash Flow
|
Cumulative
Disc. (10%)
Cash Flow
|
IRR
|
Constant $85 WTI
|
27.1
|
1.9
|
12.1
|
4.1
|
9.1
|
1.3
|
28%
|
Constant $75 WTI
|
22.2
|
1.9
|
12.1
|
2.4
|
5.8
|
0.6
|
20%
|
Constant $95 WTI
|
32.1
|
1.9
|
12.1
|
5.9
|
12.1
|
1.9
|
36%
|
Based on forecast prices and costs, this
revised economic analysis indicates that the development of the Cadotte area is economically viable with a return on capital investment
of 28% and Net Present Value (“NPV”) discounted at 10% of $1.3 billion. At a WTI crude oil pride of $85
per barrel, the impact of the planned royalty change is only about a 1% reduction of return on capital investment. At
a constant $75 per barrel WTI price, the return on capital investment is just over 20%. Based on the favorable results
of the pre-feasibility and revised economic analysis, the Cadotte area warrants further evaluation including a pilot well test
program and feasibility level project design and cost estimates.
This report is limited in scope to document
only the potentially recoverable portion of the Contingent Resource, formerly referred to as Discovered Petroleum Initially In
Place (Discovered PIIP), within the Target Area of the Cadotte properties. This report does not attempt to place a Fair
Market Value on that resource portion.
Norwest Corporation reserves the right
to revise its opinions of all estimates of resources if new information is deemed sufficiently credible to do so.
The accuracy of any estimate is a function
of available time, data, geological engineering, commercial interpretation, and judgment. While the resource estimates
presented herein are believed to be reasonable, they should be viewed with an understanding that additional analysis of new data
may justify their revision and Norwest Corporation reserves the right to make such revisions.
Readers of this 20-F Annual Report are
advised to read the February 29, 2008 report titled Preliminary Feasibility Study of the Cadotte Leases, Alberta, Canada,
and the April 28, 2010 report titled Cadotte Project - Resource Reclassification that were filed under cover of Form 6-K on March
6, 2008 and December 23, 2010, respectively, and are publicly available on the
www.sec.gov
web site.
Cadotte West – Bitumen Resource
Strata's Cadotte West project is located
on 22 sections northwest of Shell's Carmon Creek Project and is contiguous to the company's Cadotte Central property holdings in
Peace River. Data from prior years drill logs in the area indicate the Bluesky/Gething, Debolt, and Elkton ore zones are present
on the lease. This same data reports bitumen in these ore zones.
Historical information obtained from logs
in the area indicates the Net Thickness of the Bluesky/Gething ore zone in this region appears to range from about 10 m to 25 m.
There are actually two ore zones in the Bluesky/Gething in this area and these appear to individually thicken and come together
to the south. Additionally, the logs include confirmation of hydrocarbons in the cuttings samples and are noted to have fluorescence
response for hydrocarbons. This does not show the grade but it shows that bitumen is present in the ore zone. The resistivity responses
for hydrocarbons in the elastic interval are strong and this indicates that there is a good chance that the zone contains bitumen
at ore grade concentrations.
The same logs indicate that the ore zone
of the Debolt can be expected to be present throughout the Cadotte West Area. This zone appears to be 25 m to 30 m thick. The logs
consistently record that the interval of the Debolt ore zone has "vuggy porosity". This is the same as the Debolt reported
under Cadotte Central Target area. The records consistently record strong hydrocarbon fluorescence in this interval, and note "oil
saturation" or "strong oil saturation" in the cuttings from well to well over this interval. This suggests that
the bitumen ore potential of the zone in this area is much the same as that found in the Cadotte Central Target Area.
Evaluation of
Bitumen Resources – Cadotte Central and West Leases Technical Report – May 10, 2013
The ”Technical Report Evaluation
of Bitumen Resources Cadotte Central and West Leases” was prepared by Norwest Corporation, Mr. Geoff Jordan, Professional
Geologist.
This report is designed to comply with
the requirements of National Instrument 51-101 and the resource classification scheme and criteria elaborated in the current edition,
Volume 1, of the Canadian Oil and Gas Evaluation Handbook. Elsewhere in this report the latter is referred to as the COGE Handbook.
These leases are referred to as Cadotte
Central which was formerly referred to as the “Cadotte Target Area”, Cadotte West and Cadotte East. The Cadotte Central
and Cadotte West areas are contiguous lease blocks that adjoin each other. Cadotte East is a group of three lease areas that are
not contiguous and that do not adjoin the Cadotte Central and West areas. The resource estimates in the present report only apply
to the contiguous leases of the Cadotte Central plus Cadotte West area. No bitumen evaluation has been made for Cadotte East as
part of the present work.
The amount of exploration drilling and
testing in the Cadotte Central area is sufficient for that part of the Peace River Oil Sand deposit to be classified as a Discovered
Resource or Discovered Petroleum Initially in Place (PIIP). As the Cadotte West leases are not drilled, an estimate of the in-place
resource is technically in the COGE classification of “Undiscovered.” However, it is the author’s opinion that
there is sufficient evidence from the wells drilled in the surrounding areas for the judgment to be made that the bitumen bearing
formations, the Bluesky, the Debolt and the Elkton, are all expected to be present on the Cadotte West leases. Hence, in this report,
the in place bitumen resource on Cadotte West is considered to be Discovered PIIP and is classified as such. The classification
of the Discovered PIIP into Low, Best and High categories was based on the following criteria:
|
○
|
The Low Estimate includes all of the material that has a minimum grade of 8 wt% and a minimum thickness of 10 m. In order to
identify the location of the highest grade ore, a second Low Estimate was also made. In this case the minimum grade was set at
10 wt% with the same minimum thickness of 10 m;
|
|
○
|
The Best Estimate includes all of the material that has a minimum grade of 8 wt% but no minimum thickness; and
|
|
○
|
The High Estimate includes all of the material without any grade or thickness constraint. Hence the latter is an estimate of
the original bitumen in place for the zones under investigation.
|
A summary of the results of the estimates
are presented on Table 1.1. This table shows the estimated PIIP for the Cadotte Central plus West leases.
TABLE 1.1
STRATA OIL & GAS
CADOTTE CENTRAL PLUS CADOTTE WEST
PETROLEUM INITIALLY IN PLACE (PIIP) MILLIONS
OF BARRELS (MMSTB)
Formation
|
|
Low Estimate
(10 wt% grade & 10 m thick. minimum)
|
|
Low Estimate
(8 wt% grade & 10 m thick. minimum)
|
|
Most Likely Estimate (8 wt% grade minimum)
|
|
High
Estimate
|
Bluesky/Gething
|
|
N/A
|
|
275
|
|
545
|
|
682
|
Debolt
|
|
1,436
|
|
2,100
|
|
2,157
|
|
2,534
|
Elkton
|
|
N/A
|
|
N/A
|
|
709
|
|
1,008
|
Total
|
|
1,436
|
|
2,375
|
|
3,411
|
|
4,225
|
These estimates of Discovered PIIP were
used to prepare estimates of potentially recoverable bitumen. The estimate for Cadotte Central is shown on Table 1.2.
TABLE 1.2
STRATA OIL & GAS
CADOTTE CENTRAL PLUS CADOTTE WEST POTENTIALLY
RECOVERABLE BITUMEN- CADOTTE CENTRAL AREA MILLIONS OF BARRELS (MMSTB)
Formation
|
|
Low Estimate
(10 wt% grade)
|
|
Low Estimate
(8 wt% grade minimum)
|
|
Most Likely Estimate
|
|
High
Estimate
|
Bluesky/Gething
|
|
N/A
|
|
N/A
|
|
N/A
|
|
39
|
Debolt
|
|
222
|
|
245
|
|
390
|
|
571
|
Elkton
|
|
N/A
|
|
N/A
|
|
127
|
|
245
|
Total
|
|
222
|
|
245
|
|
517
|
|
855
|
The estimates for recoverable bitumen,
shown on Table 1.2, for the Cadotte Central Area are classified as contingent.
The estimate for Cadotte West is shown
on Table 1.3.
TABLE 1.3
STRATA OIL & GAS
CADOTTE CENTRAL PLUS CADOTTE WEST POTENTIALLY
RECOVERABLE BITUMEN- CADOTTE WEST AREA MILLIONS OF BARRELS (MMSTB)
Formation
|
|
Low Estimate
(10 wt% grade)
|
|
Low Estimate
(8 wt% grade minimum)
|
|
Most Likely Estimate
|
|
High
Estimate
|
Bluesky/Gething
|
|
N/A
|
|
47
|
|
142
|
|
22
|
Debolt
|
|
22
|
|
112
|
|
171
|
|
392
|
Elkton
|
|
N/A
|
|
N/A
|
|
57
|
|
138
|
Total
|
|
22
|
|
158
|
|
369
|
|
750
|
The estimates for Recoverable Bitumen,
shown on Table 1.3, for the Cadotte West Area are classified as prospective. This classification for the recoverable bitumen is
due to the lack of drill testing for this lease area.
The accuracy of resource estimates is,
in part, a function of the quality and quantity of available data and of engineering and geological interpretation and judgment.
Given the data available at the time this report was prepared, the estimates presented herein are considered reasonable. However,
they should be accepted with the understanding that additional data and analysis available subsequent to the date of the estimates
may necessitate revision. These revisions may be material. There is no guarantee that all or any part of the estimated resources
of bitumen will be recoverable.
Neither Strata nor Norwest make any express
or implied warranties or guarantees of any kind concerning this report; including without limitation any implied warranty of merchantability
or fitness for a particular purpose. Specifically, Norwest makes no warranty or guarantee that any property identified in this
report will produce oil and/or gas in any quantity, or that any property identified in this report will produce or receive any
economic, commercial or other benefit.
Readers of this 20-F are advised to read
the May 10, 2013 report titled Technical Report Evaluation Of Bitumen Resources Cadotte Central and West Leases - Cadotte Leases,
that is publicly available at
www.sec.gov
web site and was filed by the Company on May 29, 2013 under cover of 6-K.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Management’s Discussion and Analysis
of Financial Condition ("MD&A") and Results of Operations should be read in conjunction with the accompanying audited
financial statements for the fiscal years ended December 31, 2013, 2012 and 2011. These reports are presented in United
States dollars and have been prepared in accordance with accounting principles generally accepted in the United States, referred
to in this Annual Report as US GAAP.
Certain statements contained in the MD&A
and elsewhere in this Annual Report constitute forward-looking statements. Such forward-looking statements involve a
number of known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements
of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as
of the date the financial statements were made and readers are advised to consider such forward-looking statements in light of
the risks set forth above.
A. Operating Results
The following table sets forth a summary
of our audited statement of operations for the fiscal years indicated:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Expenses
|
|
$
|
(574,609)
|
|
|
$
|
(241,995
|
)
|
|
$
|
(177,252
|
)
|
Other income (expenses)
|
|
|
(2,223,560)
|
|
|
|
(1,614,795
|
)
|
|
|
1,806,507
|
)
|
Net income (loss)
|
|
|
(2,798,169)
|
|
|
|
(1,856,790
|
)
|
|
|
1,629,255
|
|
Earnings per share from continuing operations, basic and diluted
|
|
$
|
(0.03)
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
Basic weighted average common shares outstanding (in millions)
|
|
|
80.0
|
|
|
|
71.3
|
|
|
|
68.8
|
|
Diluted weighted average common shares outstanding (in millions)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
69.2
|
|
Year ended December 31, 2013 compared to the year ended December
31, 2012
RESULTS OF OPERATIONS
During the year ended December 31, 2013,
the Company had a net loss from operations of $2,798,169 compared to a net loss from operations of $1,856,790 for the year ended
December 31, 2012, an increase of $941,379. Not including the non-cash changes in fair value derivative liability loss of $2,216,119
(2012 – loss of $1,620,319), expenses for the period increased $332,614 to $574,609 for the year ended December 31, 2013
from $241,995 in 2012 primarily due to an increase in consulting fees of $327,539 associated with property assessment and maintaining
a strategic presence within the local oil and gas industry. Consulting fees also include $80,808 related to stock compensation
expense for the year ended December 31, 2013.
For the year ended December 31, 2013, the
Company recorded a loss for a change in fair value of derivative liability of $2,216,119 (2012 – loss $1,620,319). This item
is a non-cash item and was recorded in accordance with ASC 815. This guidance requires entities to evaluate whether an equity-linked
financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise
provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of Accounting
for Derivative Instruments and Hedging Activities, ASC 815-10-15-74(a), and should be classified as a liability and marked-to-market.
REVENUES
The Company did not earn any revenue for
the year ended December 31, 2013 or 2012. We do not anticipate earning revenues until such time as we have entered into commercial
production of our oil and gas properties. We are presently in the exploration stage of our business and we can provide no assurance
that we will discover commercially exploitable levels of oil or gas resources on our properties, or if such resources are discovered,
that we will enter into commercial production of our oil and gas properties.
CONTINUING OPERATIONS
The Company recognized a loss from continuing
operations of $2,798,169 for the year ended December 31, 2013 compared to a loss from continuing operations in 2012 of $1,856,790,
an increase of $941,379. Excluding the non-cash change in derivative liability, expenses for 2013 increased significantly due to
increased activity associated with property assessment and maintaining a strategic presence within the local oil and gas industry.
DISCONTINUED OPERATIONS
There was no discontinued operations activity
in 2013 or 2012.
INTEREST AND OTHER INCOME (EXPENSE)
Included in other income (expense) is a
loss of $2,216,119 relating to the change in fair value of derivative liability resulting from an increase in the fair value of
the derivative liability, as at December 31, 2013 compared to December 31, 2012. The increase in derivative liability was the result
of an increase in outstanding warrants issued during the year along with a significant increase in the Company’s stock price
at December 31, 2013 compared to 2012. See Note 5 of the Financial Statements for more on the change in the derivative liability.
The Company recorded a loss on the change in the derivative liability in the amount of $1,620,319 at December 31, 2012. The Company
determined the fair value of the derivative liability to be $5,178,906 as of December 31, 2013 based on an acceptable valuation
model.
Year ended December 31, 2012 compared to the year ended December
31, 2011
RESULTS OF OPERATIONS
During the year ended December 31, 2012,
the Company had a net loss from operations of $1,856,790 compared to net income from operations of $1,629,255 for the year ended
December 31, 2011, a decrease of $3,486,045. Not including the non-cash changes in fair value derivative liability loss
of $1,620,319 (2011 – gain of $1,806,379), expenses for the period increased $64,743 from $241,995 for the year ended December
31, 2012 to $177,252 in 2011. The increase in operating expenses is primarily due to increases in professional fees of $29,554
and consulting fees of $62,942, which includes stock compensation expense, associated with increased evaluation activities on the
Company’s oil and gas properties. The increase in operating expenses was offset by a decrease in rent expense of $29,872.
For the year ended December 31, 2012, the
Company recorded a loss for a change in fair value of derivative liability of $1,620,319 (2011 – gain $1,806,379). This item
is a non-cash item and was recorded in accordance with ASC 815. This guidance requires entities to evaluate whether an equity-linked
financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise
provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of Accounting
for Derivative Instruments and Hedging Activities, ASC 815-10-15-74(a), and should be classified as a liability and marked-to-market.
REVENUES
The Company did not earn any revenue for
the year ended December 31, 2012, or 2011. We do not anticipate earning revenues until such time as we have entered
into commercial production of our oil and gas properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable levels of oil or gas resources on our properties,
or if such resources are discovered, that we will enter into commercial production of our oil and gas properties.
CONTINUING OPERATIONS
The Company recognized a loss from continuing
operations of $1,856,790 for the year ended December 31, 2012 compared to income from continuing operations in 2011 of $1,629,255,
a decrease of $3,486,045. Excluding the non-cash change in derivative liability, expenses for 2012 increased primarily
due increased professional fees, consulting fees and stock compensation expense associated with increased evaluation activities
on the Company’s oil and gas properties. The Company experienced significant decrease in rent expense for the year, which
was offset by decreases in professional fees and office expenses. Stock-based compensation included with consulting fees increased
to $40,286 in 2012 compared to $3,000 in 2011.
DISCONTINUED OPERATIONS
There was no discontinued operations activity
in 2012 or 2011.
INTEREST AND OTHER INCOME (EXPENSE)
Included in other income (expense) is a
loss of $1,620,319 relating to the change in fair value of derivative liability resulting from an increased fair value of the derivative
liability as at December 31, 2012 compared to December 31, 2011. The increase in derivative liability was primarily as a result
of warrants issued with private placements during the year along with an increased option unit value due to an increase in share
price in 2012. See Note 5 of the Financial Statements. The Company recorded a derivative liability in the amount of
$484,777 at December 31, 2012. The Company determined the fair value of the derivative liability to be $2,342,989 as
of December 31, 2011 based on an acceptable valuation model. As a result of the changes in fair value, the Company recorded
a loss on the change in the fair value of derivative liability of $1,620,319 to the statement of operations for the year ended
December 31, 2012.
B. Liquidity and Capital Resources
(in U.S. dollars)
|
|
As at December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Cash and cash equivalents
|
|
$
|
440,612
|
|
|
$
|
134,125
|
|
|
$
|
217,504
|
|
Working capital (deficit)
|
|
|
(4,667,621
|
)
|
|
|
(2,238,071
|
)
|
|
|
(300,616
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
(524,549
|
)
|
|
|
(190,894
|
)
|
|
|
(171,862
|
)
|
Investing activities
|
|
|
(179,357
|
)
|
|
|
(121,003
|
)
|
|
|
(69,756
|
)
|
Financing activities
|
|
|
1,007,002
|
|
|
|
226,400
|
|
|
|
325,716
|
|
As of December 31, 2013, we had $440,612 in cash, an increase of $306,487 from December 31, 2012. The increased cash
balance is due to the receipt of $1,007,002 in proceeds from private placements and the exercise of warrants in 2013. Management
estimates that the Company will require approximately $525,000 to fund the Company’s planned operations for the next twelve
months. Therefore, current cash on hand is not sufficient to fund planned operations for 2014. Our policy
is to pay all operational expenses when due, provided that the vendor, in the normal course of business, has satisfied all necessary
conditions for payment.
Net cash used in operating activities during
the twelve months ended December 31, 2013 was $525,549 compared to $190,894 in 2012. The increase in cash used in operating
activities was primarily due to an increase in consulting fees of $327,539 associated with property assessment and maintaining
a strategic presence within the local Oil & Gas arena along with decreases in accounts payable of $17,933 and accrue liabilities
of $14,970.
Cash used in investing activities for 2013
was $179,357 compared to cash used in investing of $121,003 in 2012. The Company spent $78,882 related to payments due to the Province
of Alberta to maintain the Company’s property leases, compared to $69,651 in 2012. The Company also spent $65,814 on advances
under a note receivable in 2013. In 2012 the Company spent an additional $43,890 on capitalized evaluation activities related to
oil and gas property leases.
The Company generated cash inflows from financing activities
of $1,007,002 compared to $226,400 in 2012. The Company raised $969,502 in funds from a series of private placements executed during
2013 and $37,500 in proceeds from the exercise of warrants. In 2012 the Company raised $226,400 in proceeds from private placements
completed during the year. See Note 9 to the financial statements for more information.
We expect our oil and gas operations to
similarly be financed by equity.
We had cash of $440,612 as of December
31, 2013. We anticipate that we will incur the following expenditures through the end of our next fiscal year:
|
·
|
$200,000 in connection with property lease payments and follow up analysis on the Company’s oil sands properties;
|
|
·
|
$325,000 for operating expenses, including working capital, consulting fees, general and administrative, professional, legal and accounting expenses.
|
We have no long-term debt. In
2014 our most significant expense is expected to be for the exploration of our oil and gas properties. We believe that
our available cash will not be sufficient to fund our working capital requirements for the next twelve months. If we
are to continue to explore and develop our oil sands properties, we will require additional funding. We cannot be certain
that any required additional financing will be available on terms favorable to us. If additional funds are raised by
the issuance of our equity securities, such as through the issuance and exercise of warrants, existing stockholders will experience
dilution of their ownership interest. We believe that debt financing will not be an alternative for funding. The
risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most
banks or typical investors of corporate debt until such time as the economic viability of our oil sands properties can be demonstrated. If
adequate funds are not available, or not available on acceptable terms, we may be unable to fund expansion, pursue further development
nor respond to competitive pressures.
Critical Accounting Estimates:
The preparation of the Company's financial
statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions
affect the reported amounts of certain assets and liabilities and disclosure of contingent liabilities.
The Company follows the full cost method
of accounting for natural gas and oil operations. Under the full cost method, all costs incurred in the acquisition,
exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country
basis. The Company’s current cost centers are located in Canada. Such costs include land acquisition
costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges
directly related to acquisition, exploration and development activities.
Costs capitalized, together with the costs
of production equipment, are depleted and amortized on the unit-of-production method based upon the estimated net proved reserves,
as determined by independent petroleum engineers. The percentage of total reserve volumes produced during the year is
multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring
and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties
are assessed periodically to ascertain whether an impairment has occurred. When proved reserves are assigned or the
property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion
calculations.
Under full cost accounting rules, capitalized
costs, less accumulated amortization and related deferred income taxes shall not exceed an amount (the ceiling) equal to the sum
of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves
to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated
future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount
factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized;
and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If
unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be
charged to expense and separately disclosed during the period in which the excess occurs. Amounts required to be written
off shall not be reinstated for any subsequent increase in the cost center ceiling.
Estimates of undiscounted future cash flows
that we use for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain
future factors, such as crude oil and natural gas prices, production quantities, estimates of recoverable reserves, and production
and transportation costs. Given the significant assumptions required and the strong possibility that actual future factors
will differ, we consider the impairment test to be a critical accounting procedure.
In accordance with ASC 410, Asset Retirement
and Environmental Obligations, the fair value of an asset retirement cost, and corresponding liability, should be recorded as part
of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The
Company has recorded an asset retirement obligation at December 31, 2013 and 2012 (Note 7) to reflect its legal obligations related
to future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and discounting
the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company will reassess the obligation
to determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are
indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators
suggest the estimated obligation has materially changed the Company will accordingly update its assessment.
Management has made significant assumptions
and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These
estimates have an effect on the stock-based compensation expense recognized and the contributed surplus and share capital balances
on the Company’s Balance Sheet. The value of each option award is estimated on the date of grant using the Black-Scholes
option-pricing model. To date, all of our stock option grants have been to non-employees. Increases in our
share price will likely result in increased stock option compensation expense. The Black-Scholes option-pricing model
requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The
expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award since all grants are
to non-employees. These estimates involve inherent uncertainties and the application of management judgment. An
expected forfeiture rate of Nil was used in the recognition of compensation expense for those options not yet vested at December
31, 2013.
These accounting policies are applied consistently
for all years presented. Our operating results would be affected if other alternatives were used. Information
about the impact on our operating results is included in the notes to our financial statements.
Valuation of Derivative Instruments
US GAAP requires that embedded derivative
instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants and stock-options to determine
whether they should be considered a derivative liability and subject to re-measurement at their fair value. Warrants
with such provisions will no longer be recorded to equity. In estimating the appropriate fair value, the Company uses a Black-Scholes
option pricing model.
Inflation
We operate in Canada only, where inflation for our operational
costs is at low levels (i.e. in the 2%-5% range).
Impact of Foreign Currency Fluctuations
We hold our cash reserves in Canadian
dollars. We incur the majority of our expenses and capital expenditures in Canadian dollars. We do have US transactions,
therefore, an increase or decrease in the value of the Canadian dollar versus the U.S. dollar would have an effect on us.
Government Policies
We are subject to regulations of the Government
of Canada and the Government of Alberta. Such regulations may relate directly and indirectly to our operations including
production, marketing and sale of hydrocarbons, royalties, taxation, environmental matters and other factors. There
is no assurance that the laws relating to our operations will not change in a manner that may materially and adversely affect us,
however, there has been no material impact on us from changes in such laws in the past three fiscal periods.
C. Research and development, patents and licenses, etc.
See Item 4.B. “Business Overview”.
D. Trends Information
There are no known trends other than those previously disclosed
in this report.
E. Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of December
31, 2013 and December 31, 2012 or as of the date of this report.
F. Tabular Disclosure of Contractual Obligations
The following table outlines contractual obligations at December
31, 2013.
Contractual Obligations
|
|
Payments due by period
|
|
|
|
Total
|
|
|
Less than 1 year
|
|
|
1-3 years
|
|
|
4-5 years
|
|
|
More than five years
|
|
Annual Oil Sands Lease Payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drowned property lease
|
|
$
|
3,370
|
|
|
|
1,685
|
|
|
$
|
1,685
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Peace River property leases
|
|
|
506,292
|
|
|
|
69,078
|
|
|
|
138,157
|
|
|
|
138,157
|
|
|
|
160,902
|
|
Capital (Finance) Lease Obligations
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Operating Lease Obligations
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Purchase Obligations
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under the GAAP of the primary financial statements
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Total
|
|
$
|
509,662
|
|
|
$
|
70,763
|
|
|
$
|
139,841
|
|
|
$
|
138,156
|
|
|
$
|
160,902
|
|
The Drowned Property is comprised of a
single lease with the government of the Province of Alberta, Canada requiring annual lease payments of USD $1,685 (CDN $1,792). The
lease is a fifteen-year lease and expires on October 4, 2015.
The Peace River Project is currently comprised
of 17 leases with the government of the Province of Alberta, Canada requiring annual lease payments of USD $68,078 (CDN $73,742). The
leases are fifteen-year leases that expire beginning June 15, 2020 through January 20, 2022.
At December 31, 2013, the Company had trade
payables and accrued liabilities of $1,526. All of these obligations are due in less than one year.
At December 31, 2013, the Company had a
derivative liability of $5,178,906 that relates to equity instruments with an exercise price in a different currency than the Company’s
functional currency (see Note 5 in the financial statements).
G. Safe Harbor
This Annual Report contains forward-looking
information. Forward-looking information includes statements relating to future actions, prospective products, future performance
or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies,
financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of the Company
and other matters. Forward-looking information may be included in this Annual Report or may be incorporated by reference from other
documents filed with the SEC by the Company. One can find many of these statements by looking for words including, for example,
“believes,” “expects,” “anticipates,” “estimates” or similar expressions in this
Annual Report or in documents incorporated by reference in this Annual Report. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information or future events.
The Company has based the forward-looking
statements relating to the Company’s operations on management’s current expectations, estimates and projections about
the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially
from those contemplated by these forward-looking statements. Any differences could result from a variety of factors including,
but not limited to, general economic and business conditions, competition, and other factors, including those described in Item
3.D. “Risk Factors.”
Recent Accounting Pronouncements:
ASU No. 2010-04
In May 2011, the FASB issued Accounting
Standards Update No. 2011-04 (ASU No. 2011-04) “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value
Measurement and Disclosure.
Requirements in U.S. GAAP
ASU No. 2011-04 amends Topic 820 in two
ways. Specifically, some of the amendments clarify how to apply the existing fair value measurement and disclosure requirements,
while some of the amendments change a particular principle or requirement for measuring fair value or disclosing information about
fair value measurements. ASU No. 2011-04 does not extend the use of fair value accounting, but rather provide guidance on how it
should be applied where its use is already required or permitted by other standards within U.S. GAAP. ASU No. 2011-04 supersedes
much of the guidance in ASC Topic 820, but also clarifies existing guidance and changes certain wording in order to align ASC Topic
820 with IFRS 13. The Company’s adoption of this policy will not have a material effect on the Company’s financial
statements.
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might
have a material impact on its financial position or results of operations.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
The directors, officers and other employees
upon whose work the Company is dependent are as follows:
Name
|
|
Position
|
|
Position Held Since
|
Ron Daems
|
|
President, Chief Executive Officer, Secretary, Director
|
|
July 19, 2010
|
Michael Ranger
|
|
Director
|
|
July 11, 2012
|
Karl Boltz (1)
|
|
Vice President, Corporate Development
|
|
December 15, 2012
|
|
(1)
|
As of June 3, 2013, the position of Vice President Corporate Development held by Mr. Boltz was
eliminated. His departure was not the result of any known disagreements with the Company.
|
Our Directors hold office until the next
annual meeting of our shareholders or until their successors are duly elected and qualified. None of our Directors have
any family relationships with any of our other Directors or Executive Officers. Set forth below is a summary description
of the principal occupation and business experience of each of our Directors and Executive Officer for at least the last five years.
RON DAEMS
brings extensive financial
and resource industry experience to Strata Oil & Gas Inc. In the span of his career, he has focused primarily on business development,
strategic planning and financial analysis, while serving as project manager for numerous capital ventures. From 2000
through 2003, Mr. Daems was a portfolio manager of a multinational investment firm. In 2004, Mr. Daems founded and became the CEO
of Emerging Business Solutions Inc., a privately held business development company focused primarily on assisting startup companies
in the resource sector to develop their land acquisition strategies and their operational and administrative systems. Since
January 2007, Mr. Daems has also served as President and CEO of Capex Energy Services Inc., a privately held company.
MICHAEL RANGER
is an experienced
petroleum consultant with a prolific career providing services to an array of the world's largest oil companies. He has extensive
oil sands & heavy oil evaluation and research experience in reservoir characterization, sedimentology and sequence stratigraphy
of Athabasca, Wabasca, Cold Lake, Peace River and international oil sands regions. He has conducted and supervised numerous resource
evaluation projects integrating core, outcrop and wireline logs. Recent major contracts include: Suncor Energy, Ross Smith Energy
Group, Hatch Engineering, Golder Associates, Laracina Energy, Nexen, Statoil, Murphy Oil, Husky Oil, Brion Energy, Athabasca Oil
Corp, Oilsands Quest, DMT Geoscience, ARC Resources, Marathon, Paramount Energy, Kennecott Canada, Total Canada, OPTI Canada, Koch
Canada, Quadrise.
Dr. Ranger is currently an independent petroleum consultant and is a director of Canadex Resources Ltd. Prior to this, he served
on the Scientific Advisory Board of Gushor Inc. from 2007 to 2009, and as a senior geologist at Gulf Canada Resources between 1977
and 1985. Dr. Ranger has a Ph.D. in Petroleum Geology from the University of Alberta, a MSc. Degree in Sedimentary Geology from
Memorial University of Newfoundland, and a BSc. Geology from Concordia University. His professional affiliations include the American
Association of Petroleum Geologists, Canadian Society of Petroleum Geologists and the Canadian Well Logging Society.
KARL BOLTZ
has been involved as
a professional in the resource exploration sector since 1994, both as an investment broker and also an industry executive. He is
currently the President of a privately owned exploration company. From 2009 to 2011, Mr. Boltz served as Vice President (Corporate
Development) for Dia Bras Exploration, a TSX-V listed company. From 2004 through 2009, Mr. Boltz served as co-founder and President
of EXMIN Resources Inc., a TSX-V listed company, which was later acquired by Dia Bras. Mr. Boltz served as professional financial
advisor for more than six years, specializing in the mineral and commodities sectors. Mr. Boltz holds a Bachelor of Science degree
from Arizona State University.
B. Compensation
The following table shows compensation paid to the Company’s
executives for the fiscal year ended December 31, 2013:
Name
|
|
Title
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Options
Granted
|
|
|
Other
Annual
Compensation
|
|
|
Restricted
Stock
Awarded
|
|
|
LTIP
Payouts
($)
|
|
|
All Other
Compensation
|
|
Ron Daems (1)
|
|
Director, CEO, President, Secretary
|
|
|
2013
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
53,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Ranger
|
|
Director
|
|
|
2013
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
(1)
|
Ron Daems was appointed President,
Chief Executive Officer, Secretary and Director on July 19, 2010. Mr. Daems does not bill the Company for these services,
however, he does have a service agreement with the Company to assist with the identification, acquisition and service of certain
exploration style properties that fit the parameters of the Company’s business plan.
|
Change of Control Remuneration.
The Company had no plans or arrangements
with respect to remuneration received, or that may be received by executive officers of the Company in 2013, to compensate such
officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities
following a change of control.
6.C. Board Practices
6.C.1. Terms of Office.
Refer to Item 6.A.1.
6.C.2. Directors’ Service
Contracts.
Mr. Daems, President, CEO, Secretary and
Director, supervises the company's operations. Mr. Daems does not bill the Company for these services, however he does
have a service agreement with the Company to assist with the identification, acquisition and service of certain exploration style
properties that fit the parameters of the Company’s business plan. The Company recognized $53,304 as consulting fees for
the year ended December 31, 2013 under the agreement. The agreement did not provide for termination benefits of any kind.
Dr. Ranger, Director, has a service agreement
with the Company for his Director services. The agreement does not provide for termination benefits of any kind.
6.C.3. Board of Director
Committees.
The Audit Committee oversees the accounting
and financial reporting processes of the Company and all audits and external reviews of the financial statements of the Company
on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of
the Company. The Committee reviews, on a continuous basis, any reports prepared by the Company's external auditors relating
to the Company's accounting policies and procedures, as well as internal control procedures and systems. The Committee is also
responsible for examining all financial information, including annual financial statements, prepared for securities commissions
and similar regulatory bodies prior to filing or delivery of the same. The Audit Committee also oversees any complaints
and concerns regarding accounting, internal controls or auditing matters and the resolution of issues identified by the Company's
external auditors. The Audit Committee recommends to the Board the firm of independent auditors to be nominated for
appointment by the shareholders and the compensation of the auditors. The Audit Committee meets on an as needed basis. Currently
the Board of Directors functions as the audit committee.
6.D. Employees
The Company utilizes third party consultants
and had no full-time employees on December 31, 2013 or during the 2013 fiscal year. It is anticipated that we will need
to add managerial, technical and administrative staff in the future in order to realize our business objectives. We
currently outsource to outside engineers, geologists and other third party consultants on an as-needed basis.
6.E. Share Ownership
The table below indicates as of April 4,
2014, the ownership of outstanding shares of the Company held by each of our officers and directors. Information relating
to ownership of common shares by officers and directors is based upon information furnished by each person.
Beneficial Owner
|
|
Shares
|
|
|
Percent of total issued (1) %
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Executive Officers and Directors as a Group
|
|
|
3,441,000
|
|
|
|
3.99%
|
|
|
|
800,000
|
|
Ron Daems
|
|
|
3,441,000
|
|
|
|
3.99%
|
|
|
|
–
|
|
Michael Ranger
|
|
|
*
|
|
|
|
*
|
|
|
|
800,000
|
|
|
(1)
|
Based on 86,306,994 shares of common stock issued and outstanding as of April 4, 2014.
|
|
|
|
|
(2)
|
Dr. Michael Ranger was awarded stock options to purchase common shares of the Company in the following manner: (i) 200,000 stock options at an exercise price of $2.285 on July 21, 2006 and are fully vested; (i) 200,000 stock options at an exercise price of $.61 on March 19, 2008 and are fully vested; (iii) 200,000 stock options at an exercise price of $.07 on July 11, 2012 and are fully vested; and (iv) 200,000 stock options at an exercise price of $.14 on July 11, 2012 and vest on July 11, 2014.
|
* Represents less than 1.0%.
The persons named in this table, based
upon the information they have provided to us, have sole voting and investment power with respect to all shares of common stock
owned by them.
Item 7. Major Shareholders and Related Party Transactions
7.A. Major Shareholders
7.A.1.a. Holdings By Major Shareholders.
The table below indicates the share ownership
as of April 4, 2014 of any person or entity that management believes is the beneficial owner of more than 5% of our outstanding
common shares.
Major Shareholders
|
|
Number of Shares
|
|
|
Beneficial Ownership (%)
|
|
T. Newton
|
|
|
5,690,628
|
|
|
|
6.59%
|
|
7.A.1.b. Significant Changes
in Major Shareholders’ Holdings.
No significant change in the percentage
ownership held by any major shareholders has occurred during the last three years.
7.A.1.c. Different Voting Rights.
The Company’s major shareholders do not have different
voting rights.
7.A.2 Share Ownership.
On April 4, 2014, the Company had one hundred
eighty-two (182) registered shareholders holding 86,306,994 shares. Of these, one hundred forty-nine (149) registered shareholders
holding 11,153,589 shares have addresses in the United States.
7.A.3 Ownership or Control
of the Company.
The Company is not, directly or indirectly,
owned or controlled by another corporation, foreign government or natural or legal person, severally or jointly.
7.A.4. Change of Control
of Company Arrangements.
There is no arrangement known to the Company
which may, at a subsequent date, result in a change in control of the Company.
7.B. Related Party Transactions
Please refer to Note 8 - Related Party Transactions
7.C. Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
A. Financial Statements and Other Financial Information
The Company's financial statements are
stated in United States Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The financial statements, as required under
Item 18, are included in that item. The audit report of Peterson Sullivan LLP is included herein immediately preceding
the financial statements.
Audited Financial Statements:
Fiscal years ended December 31, 2013 and
2012, and period from July 1, 2005 (the date entering into the exploration stage) to December 31, 2013.
8.A.7. Legal/Arbitration
Proceedings
None.
8.A.8. Policy on Dividend
Distributions
We have never declared or paid any cash
dividends on our common shares nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will
be at the discretion of our Board of Directors and will depend upon our earnings level, capital requirements, any restrictive loan
covenants and other factors the Board considers relevant.
B. Significant Changes
Not Applicable
Item 9. The Offer and Listing
A. Offer and Listing Details
The following tables set forth the price history of the Company’s
stock.
1.
|
Annual high and low market prices for the last five full financial years:
|
Year
|
|
Market Price
|
|
|
High Price
|
|
Low Price
|
2013
|
|
$0.31
|
|
$0.11
|
2012
|
|
$0.15
|
|
$0.05
|
2011
|
|
$0.38
|
|
$0.08
|
2010
|
|
$0.52
|
|
$0.01
|
2009
|
|
$0.76
|
|
$0.12
|
2.
|
High and low market prices for each full financial quarter during the two most recent full financial years:
|
Financial Quarter
|
|
Market Price
|
Year
|
|
Quarter
|
|
High Price
|
|
Low Price
|
2013
|
|
Fourth Quarter of 2013
|
|
$0.27
|
|
$0.17
|
|
|
Third Quarter of 2013
|
|
$0.31
|
|
$0.11
|
|
|
Second Quarter of 2013
|
|
$0.14
|
|
$0.11
|
|
|
First Quarter of 2013
|
|
$0.18
|
|
$0.11
|
|
|
|
|
|
|
|
2012
|
|
Fourth Quarter of 2012
|
|
$0.14
|
|
$0.09
|
|
|
Third Quarter of 2012
|
|
$0.13
|
|
$0.05
|
|
|
Second Quarter of 2012
|
|
$0.12
|
|
$0.05
|
|
|
First Quarter of 2012
|
|
$0.15
|
|
$0.08
|
3.
|
High and low market prices for each of the six most recent months:
|
Month
|
|
Market Price
|
|
|
High Price
|
|
Low Price
|
October 2013
|
|
$0.27
|
|
$0.22
|
November 2013
|
|
$0.25
|
|
$0.19
|
December 2013
|
|
$0.24
|
|
$0.17
|
January 2014
|
|
$0.18
|
|
$0.12
|
February 2014
|
|
$0.20
|
|
$0.14
|
March 2014
|
|
$0.18
|
|
$0.14
|
B. Plan of Distribution.
Not applicable.
C. Markets.
The Company’s common stock trades
over the counter in the United States on the OTC Bulletin Board (OTCBB) under the symbol SOIGF.OB and also trades on the OTCQB
tier of the electronic over-the-counter marketplace operated by OTC Markets Group, Inc. under the symbol SOIGF.
D. Selling Shareholders.
Not applicable.
E. Dilution.
Not applicable.
F. Expenses of the Issue.
Not applicable.
Item 10. Additional Information
A. Share Capital.
Not applicable.
B. Memorandum and Articles of Association
Corporate Registration
Strata Oil & Gas Inc. was originally
incorporated under the laws of the State of Nevada on November 18, 1998 and commenced operations in January 1999. The Company filed
Articles of Continuance under the Canada Business Corporations Act on August 20, 2004 and is registered with Industry Canada under
Corporation No. 425346-9.
Objects and Purposes
Strata’s Articles of Continuance
do not specify any specific objects or purposes. Under the Canada Business Corporations Act, a corporation has all the
legal powers of a natural person. Corporations may not undertake certain limited business activities such as operating as a trust
company or railroad without alterations to its form of articles and specific government consent.
Powers of Directors
Under the Company's Articles and Bylaws,
the Board of Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred
shares from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any
such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price and the liquidation preference or such series.
The Company’s Articles and Bylaws
provide that the Board of Directors may, from time to time, with or without the authority or the authorization of the shareholders,
in such amounts and on such terms as it deems expedient, cause the Company to:
(a) borrow money upon the credit of the
Company, including by way of overdraft;
(b) issue, re-issue, sell or pledge bonds,
debentures, notes or other evidences of indebtedness of the Company, whether secured or unsecured;
(c) give a guarantee to secure performance
of any obligation to any person; or
(d) charge, mortgage, hypothecate, pledge
or otherwise create a security interest in the undertaking of the Company or in all or any of the currently owned or subsequently
acquired property and assets of the Company, including without limiting the generality of the foregoing, real and personal property,
movable and immovable property, tangible and intangible assets, book debts, rights, powers and franchise, to secure any present
or future obligation of the Company.
The Board may from time to time delegate
to a committee, to a Director or to an Officer of the Company all or any of the powers conferred on the Board by law
or the Bylaws to such extent and in such manner as the Board from time to time determines.
There are no age limit requirements pertaining to the retirement
or non-retirement of directors and a director need not be a shareholder of the Company.
The Company does not have any compensation
agreements with the Board of Directors, however the Company may reimburse each director for the reasonable expenses that he or
she may incur in or about the business of the Company. If any director performs any professional or other services for the Company
that in the opinion of the directors is outside the ordinary duties of a director, or if any director is otherwise specially occupied
in or about the Company’s business, he or she may be paid either in addition to or substitution for any other remuneration
they may be entitled to receive.
The Company's Bylaws require the Company
to indemnify all directors and officers of the Company, a former director or officer of the Company or any other individual who
acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity.
Description of Securities
The Company is authorized to issue an unlimited
number of shares of common stock (the “Common Shares”) as well as an unlimited number of shares of preferred stock
(the “Preferred Shares”).
Subject to the rights of holders of Preferred
Shares in the future, if any, holders of the Common Shares are entitled to share equally on a per share basis in such dividends
as may be declared by the Board of Directors out of funds legally available therefore. There are presently no plans to pay dividends
with respect to the Common Shares. Upon the Company’s liquidation, dissolution or winding up, after payment of
creditors and the holders of any of the Preferred Shares, if any, the Company’s assets will be divided pro rata on a per
share basis among the holders of the Common Shares. The Common Shares are not subject to any liability for further assessments.
There are no conversions or redemption privileges nor any sinking fund provisions with respect to the Common Shares and the Common
Shares are not subject to call. The holders of Common Shares do not have any pre-emptive or other subscription rights. Holders
of the Common Shares are entitled to cast one vote for each share held at all shareholders’ meetings for all purposes, including
the election of directors. The Common Shares do not have cumulative voting rights.
None of the Preferred Shares are currently outstanding.
Action Necessary to Change Rights of
Shareholders
Under the Company's Articles, the Board
of Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred shares
from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any such
series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price and the liquidation preference or such series.
There are no limitations upon the rights to own securities.
There are no provisions that would have the effect of delaying,
deferring, or preventing a change in control of the Company.
There is no special ownership threshold above which an ownership
position must be disclosed.
A copy of the Company’s Articles
has been filed as an exhibit to the Company’s 20-F Registration Statement.
Manner of Convening Annual and Special
Meetings of Shareholders
Annual and special meetings of the shareholders
may be called by the Board of Directors. Notice of a shareholder meeting shall be given not less than 21 days, and not
more than 60 days, prior to the date of such meeting to each Director, the auditor of the Company and each shareholder of record
entitled to vote at the meeting. A quorum for any shareholder meeting shall be persons present not being less than two
in number and holding or representing by proxy not less than 5% of the total number of issued shares entitled to vote at the meeting.
Limitations on Rights to Own, Hold or
Vote Securities
There are currently no limitations of general
application imposed by Canadian federal or provincial laws on the rights of non-residents of Canada to hold or vote Strata’s
common shares. There are also no such limitations imposed by the Articles of Incorporation with respect to Strata’s
common shares. There are, however, certain requirements on the acquisition of control of Strata’s securities by non-residents
of Canada. The
Investment Canada Act
requires notification to, and in certain cases, advance review and approval
by the Government of Canada of the acquisition by a “non-Canadian” of “control” of a “Canadian business”,
all as defined in the
Investment Canada Act
. Generally speaking, in order for an acquisition to be subject to
advance review and approval, the asset value of the Canadian business being acquired must meet or exceed certain monetary thresholds.
C. Material Contracts
We have not entered into any material contracts,
other than contracts entered into in the ordinary course of business, for the two years immediately preceding publication of this
document. Significant property contracts are as described in Item 4.D.
D. Exchange Controls
There are no government laws, decrees or
regulations in Canada which restrict the export or import of capital or, subject to the following sentence, which affect the remittance
of dividends or other payments to nonresident holders of Strata’s common shares. However, any such remittance
to a resident of the United States is generally subject to non-resident tax pursuant to the 1980 Canada-United States Income Tax
Convention. See “Item 10.E Taxation” for additional discussion on tax matters.
E. Taxation
NOTHING HEREIN SHOULD BE RELIED UPON
OR INTERPRETED AS LEGAL OR TAX ADVICE AND EACH SHAREHOLDER SHOULD CONSULT WITH HIS OR HER OWN ATTORNEY, ACCOUNTANT AND OTHER PROFESSIONAL
ADVISORS ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY’S SECURITIES. THE DISCUSSION IS PRESENTED
FOR INFORMATION PURPOSES ONLY AND IS INTENDED TO BE A DISCUSSION PRIMARILY OF THE CANADIAN AND UNITED STATES INCOME TAX CONSEQUENCES. EACH
SHAREHOLDER IS URGED TO CONSULT WITH HIS OR HER PROFESSIONAL TAX ADVISER WITH RESPECT TO ALL FEDERAL, PROVINCIAL, STATE AND LOCAL
INCOME TAXES, GIFT, ESTATE AND OTHER TAX CONSEQUENCES IN THE UNITED STATES AND CANADA. THE TAX AND OTHER MATTERS DESCRIBED
HEREIN DO NOT CONSTITUTE AND SHOULD NOT BE CONSIDERED AS LEGAL OR TAX ADVICE TO SHAREHOLDERS.
CANADIAN FEDERAL INCOME TAX CONSEQUENCES
This summary is based upon the current
provisions of the Income Tax Act (Canada), the regulations thereunder, the current publicly announced administrative and assessing
policies of the Canada Revenue Agency, and all specific proposals (the “Tax Proposals”) to amend the Income Tax Act
and regulations announced by the Minister of Finance (Canada) prior to the date hereof. This discussion is not exhaustive of all
possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any
changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial or foreign tax
considerations which may differ significantly from those discussed herein.
The summary applies to beneficial owners
of common shares who, for the purposes of the Income Tax Act, are residents of the United States and are not resident in Canada,
and who hold common shares of Strata as capital property.
Dividends
The Income Tax Act provides that dividends
and other distributions deemed to be dividends paid or deemed to be paid by a Canadian resident corporation (such as Strata) to
a non-resident of Canada shall be subject to a non-resident withholding tax equal to 25% of the gross amount of the dividend or
deemed dividend.
Provisions in the Income Tax Act relating
to dividend and deemed dividend payments to and capital gains realized by non-residents of Canada who are residents of the United
States are subject to the 1980 Canada-United States Income Tax Convention.
Article X of the 1980 Canada-United States
Income Tax Convention provides that the rate of Canadian non-resident withholding tax on dividends or deemed dividends paid to
a United States corporation that beneficially owns at least 10% of the voting shares of the corporation paying the dividend shall
not exceed 5% of the dividend or deemed dividend, and in any other case, the rate of non-resident withholding tax shall not exceed
15% of the dividend or deemed dividend.
Disposition of Shares
The Income Tax Act provides that a non-resident
person is subject to tax in Canada on the disposition of “taxable Canadian property.” Common shares of Strata
are considered to be “taxable Canadian property” as defined in the Income Tax Act. Therefore, under the
Income Tax Act, a non-resident would be subject to tax in Canada on the disposition of common shares of Strata. Article
XIII of the 1980 Canada-United States Income Tax Convention provides that gains realized by a United States resident on the disposition
of shares of a Canadian corporation may not generally be taxed in Canada unless the value of the Canadian corporation is derived
principally from real property situated in Canada.
Generally, certain filing and reporting
obligations exist where a non-resident of Canada disposes of taxable Canadian property. In particular, the non-resident
must make an application to the Canada Revenue Agency in advance of the disposition for the purpose of obtaining a certificate
issued by the Canada Revenue Agency pursuant to section 116 of the Income Tax Act. If the non-resident fails to secure
such certificate from the Canada Revenue Agency in advance of the disposition, the purchaser is required to withhold and remit
to the Canada Revenue Agency 25% of the amount otherwise payable to the non-resident.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion is based on the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations, published
Internal Revenue Service rulings, published administrative positions of the Internal Revenue Service and court decisions that are
currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In
addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation
that, if enacted, could be applied, possibly on a retroactive basis, at any time. In addition, this discussion does
not cover any state, local or foreign tax consequences. The following is a discussion of United States federal income
tax consequences, under current law, generally applicable to a U.S. Holder (as defined below) of common shares of Strata who holds
such shares as capital assets. This discussion does not address all potentially relevant federal income tax matters
and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those
described below that are excluded from the definition of a U.S. Holder.
U.S. Holder
As used herein, a “U.S. Holder”
includes a holder of common shares of Strata who is a citizen or resident of the United States, a corporation created or organized
in or under the laws of the United States or of any political subdivision thereof, any United States entity which is taxable as
a corporation for United States tax purposes and any other person or entity whose ownership of common shares of Strata is effectively
connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject
to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions,
insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals
or foreign corporations whose ownership of common shares is not effectively connected with the conduct of a trade or business in
the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.
Dividends
Except as otherwise discussed below under
“Passive Foreign Investment Company Considerations,” U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to common shares of Strata are required to include in gross income for United States federal income tax
purposes the gross amount of such distributions to the extent that Strata has current or accumulated earnings and profits, without
reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited,
subject to certain limitations, against the U.S. Holder’s United States federal tax liability or, alternatively, may be deducted
in computing the U.S. Holder’s federal taxable income (but in the case of individuals, only if they itemize deductions).
See “Foreign Tax Credit.” To the extent that distributions exceed current or accumulated earnings and profits
of Strata, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares
(which adjusted basis must therefore be reduced) and thereafter as a gain from the sale or exchange of the common shares. Preferential
tax rates for long-term capital gains are applicable to a U.S. Holder that is an individual, estate or trust. Moreover,
“qualified dividends” received by U.S. Holders who are individuals, during tax years beginning before January 1, 2009,
from any “qualified foreign corporation” are subject to a preferential tax rate, provided such individual U.S. Holder
meets a certain holding period requirement. A “qualified foreign corporation” is generally any corporation
formed in a foreign jurisdiction which has a comprehensive income tax treaty with the United States or, if not, the dividend is
paid with respect to stock that is readily tradable on an established United States market. However, a “qualified
foreign corporation” excludes a foreign corporation that is a foreign personal holding company, a foreign investment company,
or a passive foreign investment company for the year the dividend is paid or the previous year. Strata believes that
it qualifies as a “qualified foreign corporation”. There are currently no preferential tax rates for a U.S.
Holder that is a corporation.
In general, dividends paid on common shares
of Strata will not be eligible for the same dividends received deduction provided to corporations receiving dividends from certain
United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a
70% deduction of the United States source portion of dividends received from Strata (unless Strata is a “foreign personal
holding company” as defined in Section 552 of the Code, or a “passive foreign investment company” as defined
below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of Strata. The availability
of this deduction is subject to several complex limitations that are beyond the scope of this discussion.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld
from distributions) Canadian or other foreign income tax with respect to the ownership of common shares of Strata may be entitled,
at the election of the U.S. Holder, to either a tax credit or a deduction for such foreign tax paid or withheld. This
election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S.
Holder during that year. There are significant and complex limitations that apply to the credit, among which is the
general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability
that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex
rules govern income such as “passive income”, “high withholding tax interest”, “financial services
income”, “shipping income” and certain other classifications of income. In addition, U.S. Holders
that are corporations and that own 10% or more of the voting stock of Strata may be entitled to an “indirect” foreign
tax credit under Section 902 of the Code with respect to the payment of dividends by Strata under certain circumstances and subject
to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations
on the foreign tax credit are fact specific and holders and prospective holders of common shares should consult their own tax advisors
regarding their individual circumstances.
Disposition of Shares
Except as otherwise discussed below under
“Passive Foreign Investment Company Considerations,” a gain or loss realized on a sale of common shares will generally
be a capital gain or loss, and will be long-term if the shareholder has a holding period of more than one year. The
amount of gain or loss recognized by a selling U.S. Holder will be measured by the difference between (i) the amount realized on
the sale and (ii) his or its tax basis in the common shares. Gains and losses are netted and combined according to special
rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are
subject to significant limitations. Individual U.S. Holders may carryover unused capital losses to offset capital gains
realized in subsequent years. For U.S. Holders that are corporations (other than corporations subject to Subchapter
S of the Code), any unused capital losses may only be carried back three and forward five years from the loss year to offset capital
gains until such net capital losses are exhausted.
Foreign Personal Holding Company Considerations
Special rules apply to a U.S. Holder of
a “foreign personal holding company” or “FPHC” as defined in Section 552 of the Code. Strata will not be
classified as a FPHC for U.S. federal income tax purposes unless (i) five or fewer individuals who are U.S. citizens or residents
own or are deemed to own more than 50% of the total voting power of all classes of stock entitled to vote or the total value of
Strata stock; and (ii) at least 60% (or 50% in certain cases) of Strata’s gross income consists of “foreign personal
holding company income,” which generally includes passive income such as dividends, interest, gains from the sale or exchange
of stock or securities, certain rents, and royalties. Strata believes that it is not a FPHC; however, no assurance can be provided
that Strata will not be classified as a FPHC in the future.
Passive Foreign Investment Company Considerations
If Strata is a “passive foreign investment
company” or “PFIC” as defined in Section 1297 of the Code, U.S. Holders will be subject to U.S. federal income
taxation under one of two alternative tax regimes at the election of each such U.S. Holder. Section 1297 of the Code defines a
PFIC as a corporation that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year
is “passive income”, which generally includes interest, dividends and certain rents and royalties or (ii) the average
percentage, by fair market value (or, if Strata elects, adjusted tax basis), of its assets that produce or are held for the production
of “passive income” is 50% or more. The rules applicable to a FPHC take priority over the rules applicable
to a PFIC, so that amounts includable in gross income under the FPHC rules will not be taxable again under the PFIC rules. Strata
does not believe that it will be a PFIC for the current fiscal year or for future years. Whether Strata is a PFIC in
any year and the tax consequences relating to PFIC status will depend on the composition of Strata’s income and assets, including
cash. U.S. Holders should be aware, however, that if Strata becomes a PFIC, it may not be able or willing to satisfy
record-keeping requirements that would enable U.S. Holders to make an election to treat Strata as a “qualified electing fund”
for purposes of one of the two alternative tax regimes applicable to a PFIC. U.S. Holders or potential shareholders
should consult their own tax advisor concerning the impact of these rules on their investment in Strata.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the periodic reporting
and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information
with the SEC. Specifically, we are required to file annually a Form 20-F Annual Report no later than four months after the close
of each fiscal year which is December 31. Copies of reports and other information, when so filed, may be inspected without charge
and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC
at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and
other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy
statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act.
The Company is not required to file reports
and other information with any securities commissions in Canada.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market
Risk
Market risk represents the potential risk
of loss in the future earnings of Strata due to adverse changes in financial markets. Strata is exposed to market risk
from changes in its common share price, foreign exchange rates and interest rates. Inflation has not had a significant impact on
Strata’s results of operations.
Foreign Currency Sensitivity
While our financial statements are reported
in US dollars and are intended to comply with U.S. GAAP requirements, a significant portion of our business operations may be conducted
in Canadian dollars. Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine
the value of the Canadian dollar as compared to the United States dollar. On April 4, 2014, the exchange rate in effect
for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars was $
1.10
. This
exchange rate is based upon the noon buying rates of the Bank of Canada.
Interest Rate Sensitivity
The Company currently has no significant
long-term or short-term debt requiring interest payments. Thus, the Company has not entered into any agreement or purchased
any instrument to hedge against possible interest rate risks at this time.
The Company's interest earning investments
are primarily short-term, or can be held to maturity, and thus, any reductions in carrying values due to future interest rate declines
are believed to be immaterial. However, as the Company has a significant cash or near-cash position, which is invested
in such instruments, reductions in interest rates will reduce the interest income from these investments.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
PART III
Item 17. Financial Statements
The Company has provided financial statements
pursuant to Item 18.
Item 18. Financial Statements
The Company's financial statements are
stated in United States Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The financial statements provided under
this item are listed in the table of contents below, and the audit report of Peterson Sullivan LLP immediately precedes the audited
financial statements.
Strata Oil & Gas Inc.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
December 31, 2013 and 2012
(Stated in US Dollars)
Strata Oil & Gas Inc.
(An Exploration Stage Company)
Financial Statements
December 31, 2013 and 2012
Contents
Report of Independent Registered Public Accounting Firm
|
F-3
|
|
|
Financial Statements
|
|
|
|
Balance Sheets
|
F-4
|
Statements of Operations and Comprehensive Income (Loss)
|
F-5
|
Statements of Changes in Stockholders’ Equity
|
F-6
|
Statements of Cash Flows
|
F-8
|
Notes to the Financial Statements
|
F-9
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders
Strata Oil and Gas Inc.
We have audited the accompanying balance
sheets of Strata Oil and Gas Inc. (an exploration stage company) ("the Company") as of December 31, 2013 and
2012, and the related statements of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 2013, and for the period from July 1, 2005 (the date of entering
into exploration stage) to December 31, 2013. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits 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 includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Strata Oil and Gas Inc. (an exploration stage
company) as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2013, and for the period from July 1, 2005 (the date of entering into exploration stage)
to December 31, 2013, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company
has not been able to generate any operating revenues to date and has incurred cumulative losses during the exploration stage of
$15,914,965 through December 31, 2013. In addition, the Company had negative cash flows from operations of $525,549 during
the year ended December 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/S/ PETERSON SULLIVAN LLP
Seattle, Washington
April 29, 2014
STRATA OIL & GAS INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in US Dollars)
|
|
DECEMBER 31,
|
|
|
|
2013
|
|
|
2012
|
|
Assets
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
440,612
|
|
|
$
|
134,125
|
|
GST receivable
|
|
|
6,385
|
|
|
|
220
|
|
Note receivable
|
|
|
65,814
|
|
|
|
–
|
|
Prepaid expenses
|
|
|
–
|
|
|
|
5,002
|
|
Total current assets
|
|
|
512,811
|
|
|
|
139,347
|
|
Deposits
|
|
|
121,870
|
|
|
|
123,634
|
|
Office equipment, net (Note 3)
|
|
|
–
|
|
|
|
–
|
|
Oil and gas property interests (Note 6)
|
|
|
7,784,848
|
|
|
|
8,195,885
|
|
Total Assets
|
|
$
|
8,419,529
|
|
|
$
|
8,458,866
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,526
|
|
|
$
|
19,459
|
|
Accrued liabilities
|
|
|
–
|
|
|
|
14,970
|
|
Derivative liability (Note 5)
|
|
|
5,178,906
|
|
|
|
2,342,989
|
|
Total current liabilities
|
|
|
5,180,432
|
|
|
|
2,377,418
|
|
Asset retirement obligations (Note 7)
|
|
|
139,623
|
|
|
|
138,129
|
|
Total Liabilities
|
|
|
5,320,055
|
|
|
|
2,515,547
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
Preferred stock, no par value, unlimited shares authorized and unissued
|
|
|
–
|
|
|
|
–
|
|
Common stock, no par value, unlimited shares authorized; 85,728,506 shares issued and outstanding at December 31, 2013 (2012 – 74,643,710)
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
21,304,071
|
|
|
|
21,069,422
|
|
Accumulated deficit
|
|
|
(2,748,790
|
)
|
|
|
(2,748,790
|
)
|
Deficit accumulated during the exploration stage
|
|
|
(15,914,965
|
)
|
|
|
(13,116,796
|
)
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
459,158
|
|
|
|
739,483
|
|
Total stockholders’ equity
|
|
|
3,099,474
|
|
|
|
5,943,319
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
8,419,529
|
|
|
$
|
8,458,866
|
|
The accompanying notes are an integral part
of these financial statements
STRATA OIL & GAS INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
(Expressed in US Dollars)
|
|
For The Year Ended December 31,
|
|
|
From July 1, 2005 (the date of entering into exploration stage) to
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
December 31, 2013
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
67,335
|
|
Professional fees
|
|
|
86,834
|
|
|
|
76,153
|
|
|
|
46,599
|
|
|
|
491,490
|
|
Office and sundry
|
|
|
24,018
|
|
|
|
32,845
|
|
|
|
29,525
|
|
|
|
553,806
|
|
Rent
|
|
|
1,665
|
|
|
|
1,667
|
|
|
|
31,539
|
|
|
|
260,310
|
|
Consulting fees (including $80,080 $40,826 and $3,000 of non-employee stock compensation expense for 2013, 2012 and 2011, Notes 3 & 8)
|
|
|
448,338
|
|
|
|
120,798
|
|
|
|
57,856
|
|
|
|
10,271,081
|
|
Transfer agent fees
|
|
|
3,267
|
|
|
|
1,642
|
|
|
|
692
|
|
|
|
18,317
|
|
Loss on disposal of properties (Note 6)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
731,866
|
|
Accretion expense (Note 7)
|
|
|
10,487
|
|
|
|
7,500
|
|
|
|
8,647
|
|
|
|
47,746
|
|
Depreciation
|
|
|
–
|
|
|
|
1,388
|
|
|
|
2,394
|
|
|
|
17,248
|
|
|
|
|
(574,609
|
)
|
|
|
(241,995
|
)
|
|
|
(177,252
|
)
|
|
|
(12,459,199
|
)
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and miscellaneous income
|
|
|
1,339
|
|
|
|
5,524
|
|
|
|
128
|
|
|
|
145,090
|
|
Interest expense
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
(26,444
|
)
|
Loss on disposal of shares
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
(37,736
|
)
|
Gain on settlement of loan
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
115,343
|
|
Foreign exchange loss
|
|
|
(8,780
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(8,780
|
)
|
Change in fair value of derivative liability (Note 5)
|
|
|
(2,216,119
|
)
|
|
|
(1,620,319
|
)
|
|
|
1,806,379
|
|
|
|
(3,765,994
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,223,560
|
)
|
|
|
(1,614,795
|
)
|
|
|
1,806,507
|
|
|
|
(3,578,522
|
)
|
Income (loss) from continuing operations
|
|
|
(2,798,169
|
)
|
|
|
(1,856,790
|
)
|
|
|
1,629,255
|
|
|
|
(16,037,720
|
)
|
Income (loss) from discontinued operations
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
122,755
|
|
Net income (loss) for the period
|
|
|
(2,798,169
|
)
|
|
|
(1,856,790
|
)
|
|
|
1,629,255
|
|
|
|
(15,914,965
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(280,325
|
)
|
|
|
168,351
|
|
|
|
(111,582
|
)
|
|
|
459,158
|
|
Comprehensive income (loss)
|
|
$
|
(3,078,494
|
)
|
|
|
(1,688,439
|
)
|
|
$
|
1,517,673
|
|
|
$
|
(15,455,807
|
)
|
Basis and diluted earnings (loss) per share (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share
|
|
$
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
|
|
|
Diluted income (loss) per common share
|
|
$
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
|
|
|
Basic weighted average number of shares outstanding
|
|
|
80,057,824
|
|
|
|
71,340,773
|
|
|
|
68,847,251
|
|
|
|
|
|
Diluted weighted average number of shares outstanding (Note 9)
|
|
|
80,057,824
|
|
|
|
71,340,773
|
|
|
|
69,185,451
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements
STRATA OIL & GAS INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
(Expressed in US Dollars)
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional Paid-in
|
|
|
Accumulated
|
|
|
Other Comprehensive
|
|
|
Total Stockholders’
|
|
|
|
Shares
|
|
|
Capital
|
|
|
Deficit
|
|
|
Income
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 1, 2005
|
|
|
43,667,888
|
|
|
$
|
2,896,421
|
|
|
$
|
(2,748,790
|
)
|
|
$
|
(29,816
|
)
|
|
$
|
117,815
|
|
Private placement common stock and warrants issuances for cash, November 2005 (Note 9)
|
|
|
560,000
|
|
|
|
210,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
210,000
|
|
Issuance of common shares as collateral for a loan
|
|
|
240,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cancellation of common shares upon repayment of the loan
|
|
|
(240,000,000
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Stock-based compensation
|
|
|
–
|
|
|
|
1,691,671
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,691,671
|
|
Net loss and comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,866,518
|
)
|
|
|
(390
|
)
|
|
|
(1,866,908
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
|
44,227,888
|
|
|
|
4,798,092
|
|
|
|
(4,615,308
|
)
|
|
|
(30,206
|
)
|
|
|
152,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement common stock and warrants issuances for cash, June 2006 (Note 9)
|
|
|
500,000
|
|
|
|
1,000,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,000,000
|
|
Stock option exercises Feb to Aug 2006
|
|
|
7,324,000
|
|
|
|
5,151,990
|
|
|
|
–
|
|
|
|
–
|
|
|
|
5,151,990
|
|
Warrant exercises May to July 2006
|
|
|
4,523,200
|
|
|
|
508,860
|
|
|
|
–
|
|
|
|
–
|
|
|
|
508,860
|
|
Stock-based compensation
|
|
|
–
|
|
|
|
6,746,118
|
|
|
|
–
|
|
|
|
–
|
|
|
|
6,746,118
|
|
Net loss and comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
(6,747,405
|
)
|
|
|
(328,092
|
)
|
|
|
(7,075,497
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
|
|
56,575,088
|
|
|
|
18,205,060
|
|
|
|
(11,362,713
|
)
|
|
|
(358,298
|
)
|
|
|
6,484,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercises June to December 2007
|
|
|
2,120,000
|
|
|
|
337,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
337,500
|
|
Stock option exercises Sept to Nov 2007
|
|
|
1,166,000
|
|
|
|
164,260
|
|
|
|
–
|
|
|
|
–
|
|
|
|
164,260
|
|
Stock-based compensation
|
|
|
–
|
|
|
|
(120,151
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(120,151
|
)
|
Net loss and comprehensive income
|
|
|
–
|
|
|
|
–
|
|
|
|
(454,725
|
)
|
|
|
950,379
|
|
|
|
495,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
|
59,861,088
|
|
|
|
18,586,669
|
|
|
|
(11,817,438
|
)
|
|
|
592,081
|
|
|
|
7,361,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercise January 2008 (Note 9)
|
|
|
320,000
|
|
|
|
60,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
60,000
|
|
Private placement common stock issuances for cash, January 2008 (Note 8)
|
|
|
1,700,000
|
|
|
|
1,700,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,700,000
|
|
Stock-based compensation (Note 3)
|
|
|
–
|
|
|
|
94,730
|
|
|
|
–
|
|
|
|
–
|
|
|
|
94,730
|
|
Net loss and comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
(641,743
|
)
|
|
|
(1,473,542
|
)
|
|
|
(2,115,285
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
61,881,088
|
|
|
|
20,441,399
|
|
|
|
(12,459,181
|
)
|
|
|
(881,461
|
)
|
|
|
7,100,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative adjustment
|
|
|
–
|
|
|
|
(2,279,016
|
)
|
|
|
(139,732
|
)
|
|
|
–
|
|
|
|
(2,418,748
|
)
|
Warrant exercises Jun- Nov 2009 (Note 9)
|
|
|
3,250,000
|
|
|
|
413,750
|
|
|
|
–
|
|
|
|
–
|
|
|
|
413,750
|
|
Derivative liability adjustments (Note 5)
|
|
|
–
|
|
|
|
1,410,405
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,410,405
|
|
Common stock and warrants
|
|
|
–
|
|
|
|
94,164
|
|
|
|
–
|
|
|
|
–
|
|
|
|
94,164
|
|
Net loss and comprehensive income (loss)
|
|
|
–
|
|
|
|
–
|
|
|
|
(6,541,176
|
)
|
|
|
1,172,706
|
|
|
|
(5,368,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
65,131,088
|
|
|
|
20,080,702
|
|
|
|
(19,140,089
|
)
|
|
|
291,245
|
|
|
|
1,231,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant exercises March 2010 (Note 9)
|
|
|
1,733,335
|
|
|
|
200,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
200,000
|
|
Derivative liability adjustments (Note 5)
|
|
|
–
|
|
|
|
740,119
|
|
|
|
–
|
|
|
|
–
|
|
|
|
740,119
|
|
Stock compensation, non-employees
|
|
|
–
|
|
|
|
4,775
|
|
|
|
–
|
|
|
|
–
|
|
|
|
4,775
|
|
Net income and comprehensive income
|
|
|
–
|
|
|
|
–
|
|
|
|
3,502,038
|
|
|
|
391,469
|
|
|
|
3,893,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
|
66,864,423
|
|
|
|
21,025,596
|
|
|
|
(15,638,051
|
)
|
|
|
682,714
|
|
|
|
6,070,259
|
|
STRATA OIL & GAS INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY - continued
(Expressed in US Dollars)
|
|
Common
Stock
Shares
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Accumulated
Other Comprehensive
Income
|
|
|
Total
Stockholders’
Equity
|
|
Balance, December 31, 2010
|
|
|
66,864,423
|
|
|
|
21,025,596
|
|
|
|
(15,638,051
|
)
|
|
|
682,714
|
|
|
|
6,070,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation, non-employees
|
|
|
–
|
|
|
|
3,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
3,000
|
|
Private placement, common stock and warrants issuance for cash (Note 9)
|
|
|
2,547,620
|
|
|
|
325,716
|
|
|
|
–
|
|
|
|
–
|
|
|
|
325,716
|
|
Derivative liability adjustment (Note 5)
|
|
|
–
|
|
|
|
(325,716
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(325,716
|
)
|
Net loss and comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,629,255
|
)
|
|
|
(111,582
|
)
|
|
|
1,517,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
|
69,412,043
|
|
|
|
21,028,596
|
|
|
|
(14,008,796
|
)
|
|
|
571,132
|
|
|
|
7,590,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation, non-employees
|
|
|
–
|
|
|
|
40,826
|
|
|
|
|
|
|
|
|
|
|
|
40,826
|
|
Private placement, common stock and warrants issuance for cash (Note 9)
|
|
|
5,231,667
|
|
|
|
226,400
|
|
|
|
|
|
|
|
|
|
|
|
226,400
|
|
Derivative liability adjustment (Note 5)
|
|
|
–
|
|
|
|
(226,400
|
)
|
|
|
|
|
|
|
|
|
|
|
(226,400
|
)
|
Net loss and comprehensive income (loss)
|
|
|
–
|
|
|
|
|
|
|
|
(1,856,790
|
)
|
|
|
168,351
|
|
|
|
(1,688,439
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2012
|
|
|
74,643,710
|
|
|
|
21,069,422
|
|
|
|
(15,865,586
|
)
|
|
|
739,483
|
|
|
|
5,943,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation, non-employees
|
|
|
–
|
|
|
|
80,080
|
|
|
|
–
|
|
|
|
–
|
|
|
|
80,080
|
|
Reclassification warrant derivative liability due to warrant exercise
|
|
|
–
|
|
|
|
117,069
|
|
|
|
–
|
|
|
|
–
|
|
|
|
117,069
|
|
Warrant exercise
|
|
|
625,000
|
|
|
|
37,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
37,500
|
|
Private placement, common stock and warrants issuance for cash (Note 9)
|
|
|
10,459,796
|
|
|
|
969,502
|
|
|
|
–
|
|
|
|
–
|
|
|
|
969,502
|
|
Derivative liability adjustment (Note 5)
|
|
|
–
|
|
|
|
(969,502
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(969,502
|
)
|
Net loss and comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
(2,798,169
|
)
|
|
|
(280,325
|
)
|
|
|
(3,078,494
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
85,728,506
|
|
|
$
|
21,304,071
|
|
|
$
|
(18,663,755
|
)
|
|
$
|
459,158
|
|
|
$
|
3,099,474
|
|
The accompanying
notes are an integral part of these financial statements
STRATA OIL & GAS INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in US Dollars)
|
|
For The Years Ended December 31,
|
|
|
From July 1, 2005 (the date of entering into exploration stage) to
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
December 31, 2013
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,798,169
|
)
|
|
$
|
(1,856,790
|
)
|
|
$
|
1,629,255
|
|
|
$
|
(15,914,965
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
–
|
|
|
|
1,388
|
|
|
|
2,394
|
|
|
|
17,248
|
|
Stock option expense for consulting fees
|
|
|
80,080
|
|
|
|
40,826
|
|
|
|
3,000
|
|
|
|
8,774,945
|
|
Accretion expense
|
|
|
10,487
|
|
|
|
7,500
|
|
|
|
8,647
|
|
|
|
47,745
|
|
Loss on disposal of shares
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
37,736
|
|
Gain on settlement of loan
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(115,.343
|
)
|
Gain on sale of software
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(130,000
|
)
|
Reversal of liability
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(47,483
|
)
|
Change in fair value of derivative liability (Note 5)
|
|
|
2,216,119
|
|
|
|
1,620,319
|
|
|
|
(1,806,379
|
)
|
|
|
3,765,994
|
|
Loss on disposal of oil and gas properties
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
731,866
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GST Receivables
|
|
|
(6,165
|
)
|
|
|
14,871
|
|
|
|
27,377
|
|
|
|
(6,165
|
)
|
Prepaid expenses
|
|
|
5,002
|
|
|
|
3,734
|
|
|
|
(47
|
)
|
|
|
2,346
|
|
Accounts payable
|
|
|
(17,933
|
)
|
|
|
(11,528
|
)
|
|
|
(12,686
|
)
|
|
|
(14,302
|
)
|
Accrued liabilities
|
|
|
(14,970
|
)
|
|
|
(11,213
|
)
|
|
|
(23,423
|
)
|
|
|
(4,299
|
)
|
Net cash used in operating activities
|
|
|
(525,549
|
)
|
|
|
(190,894
|
)
|
|
|
(171,862
|
)
|
|
|
(2,851,236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
(6,152
|
)
|
|
|
(7,462
|
)
|
|
|
(2,033
|
)
|
|
|
(129,786
|
)
|
Acquisition of oil and gas interests
|
|
|
(107,391
|
)
|
|
|
(113,541
|
)
|
|
|
(66,212
|
)
|
|
|
(8,181,977
|
)
|
Proceeds from the sale of oil and gas properties (Note 6)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
303,833
|
|
Acquisition of office equipment
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,511
|
)
|
|
|
(11,614
|
)
|
Notes receivable advances
|
|
|
(65,814
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(65,814
|
)
|
Proceeds on the sale of investments
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
77,607
|
|
Proceeds on the sale of software
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
130,000
|
|
Net cash used in investing activities
|
|
|
(179,357
|
)
|
|
|
(121,003
|
)
|
|
|
(69,756
|
)
|
|
|
(7,877,751
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of common stock and warrants
|
|
|
969,502
|
|
|
|
226,400
|
|
|
|
325,716
|
|
|
|
4,431,618
|
|
Proceeds from the exercise of stock options
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
5,316,250
|
|
Proceeds from the exercise of warrants
|
|
|
37,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,557,610
|
|
Proceeds from loan financing
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,020,000
|
|
Repayment of loan financing
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,020,000
|
)
|
Net cash provided by financing activities
|
|
|
1,007,002
|
|
|
|
226,400
|
|
|
|
325,716
|
|
|
|
11,305,478
|
|
Foreign exchange effect on cash
|
|
|
4,391
|
|
|
|
2,118
|
|
|
|
(17,877
|
)
|
|
|
(255,307
|
)
|
Net increase (decrease) in cash
|
|
|
306,487
|
|
|
|
(83,379
|
)
|
|
|
66,221
|
|
|
|
310,615
|
|
Cash, beginning of period
|
|
|
134,125
|
|
|
|
217,504
|
|
|
|
151,283
|
|
|
|
129,997
|
|
Cash, end of period
|
|
$
|
440,612
|
|
|
$
|
134,125
|
|
|
$
|
217,504
|
|
|
$
|
440,612
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
26,444
|
|
Income taxes
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipt of marketable securities for
settlement of loan, net
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
155,343
|
|
Accounts payable related to oil and gas
properties interests
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
24,160
|
|
Asset retirement obligation
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
82,868
|
|
The accompanying notes are an integral
part of these financial statements
Notes to the Financial Statements
1. NATURE OF BUSINESS
AND OPERATIONS
Strata Oil & Gas Inc. (the ‘Company’)
is engaged in the exploration for oil and natural gas in oil sands in the Canadian province of Alberta. The Company
was formerly engaged in the development of Knowledge Worker Automation (KWA) software.
Upon disposal of the Company’s software
assets and change in focus to oil and gas exploration, the Company has entered the exploration stage of its new business activity
and follows Accounting Standards Codification (“ASC”) 915, Development Stage Enterprises.
2. ABILITY TO CONTINUE
AS A GOING CONCERN
The accompanying financial statements have
been prepared in US dollars and in accordance with accounting principles generally accepted in the United States on a going concern
basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of
business. The Company commenced its oil and gas exploration activities in the last quarter of 2005. The Company has
not realized any revenue from its present operations. During the year ended December 31, 2013, the Company incurred a loss from
continuing operations of $2,798,169. In addition, the Company had negative cash flows from operations of $525,549 and is expected
to continue to incur further negative operating cash flows in the foreseeable future. Since the Company had re-entered
the exploration stage, it has an accumulated deficit of $15,914,965 at December 31, 2013. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
The Company's ability to continue as a
going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and
to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects
that it will need approximately $525,000 to fund its operations during the next twelve months which will include minimum annual
property lease payments, exploration expenditures, as well as operating expenses. Management has plans to seek additional
capital through a private placement and public offering of its common stock. Although there are no assurances that management’s
plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly,
no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities
has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.
3. SIGNIFICANT ACCOUNTING
POLICIES
Management’s Estimates and Assumptions
The preparation of financial statements
in conformity with United States Generally Accepted Accounting Principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the balance sheet date, and revenues and expenses for the period
then ended. Actual results could differ significantly from those estimates
Oil and Gas Property Payments and Exploration
Costs
The Company follows the full cost method
of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition,
exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country
basis. The Company’s current cost center is located in Canada. Such costs include land acquisition costs, geological and
geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related
to acquisition, exploration and development activities.
3. SIGNIFICANT ACCOUNTING
POLICIES - continued
Costs capitalized, together with the costs
of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves,
as determined by independent petroleum engineers. The accounting standards require that the average, first-day-of-the-month price
during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve
quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and
changes in) future cash inflows related to the standardized measure of discounted future net cash flows. Costs of acquiring and
evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically
to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the
cost of the property or the amount of the impairment is added to costs subject to depletion calculations.
Under full cost accounting rules, capitalized
costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum
of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves
to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated
future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount
factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized;
and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If
unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be
charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off
shall not be reinstated for any subsequent increase in the cost center ceiling.
The Company has not recognized any revenue
from its oil and gas exploration activities which commenced in the last quarter of 2005.
Cash and Cash Equivalents
The Company considers all highly liquid
investments purchased with a maturity of 90 days or less to be cash equivalents. The company maintains cash and cash equivalent
balances with financial institutions that may exceed federally insured limits. There was no cash equivalent balances for the year
ended December 31, 2013 (2012 – $Nil).
GST Receivables
GST Receivables are presented net of an
allowance for doubtful accounts. Receivables consist of goods and services input tax credits. The allowance was $Nil at both December
31, 2013 and 2012.
Office Equipment
Office equipment is recorded at cost less
accumulated depreciation using the straight-line method over the estimated useful lives of the assets which is estimated to be
five years.
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
Office equipment
|
|
$
|
11,614
|
|
|
$
|
11,614
|
|
Accumulated depreciation
|
|
|
(11,614
|
)
|
|
|
(11,614
|
)
|
Net book value
|
|
$
|
–
|
|
|
$
|
–
|
|
3. SIGNIFICANT ACCOUNTING
POLICIES - continued
Impairment of Long-lived Assets
In accordance with ASC 360,
Property,
Plant and Equipment,
long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount
by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated.
The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset
and liability sections of the balance sheet.
Asset Retirement Obligations
In accordance with ASC 410, Asset Retirement
and Environmental Obligations the fair value of an asset retirement cost, and corresponding liability, should be recorded as part
of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company
has recorded an asset retirement obligation at December 31, 2013 and 2012 (Note 7) to reflect its legal obligations related to
future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and discounting
the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company will reassess the obligation to determine
whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest
the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation
has materially changed the Company will accordingly update its assessment. The liability accretes until the Company settles the
obligation.
Income Taxes
The Company follows the asset and liability
method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences
of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
If it is determined that the realization of the future tax benefit is not more likely than not, the enterprise establishes a valuation
allowance.
Foreign Exchange Translation
The Company's functional currency is the
Canadian dollar, but reports its financial statements in US dollars. The Company translates its Canadian dollar balances to US
dollars in the following manner: Assets and liabilities have been translated using the rate of exchange at the balance sheet date.
The Company’s results of operations have been translated using average rates. Translation gains or losses resulting from
the changes in the exchange rates are accumulated as other comprehensive income or loss in a separate component of stockholders'
equity.
All amounts included in the accompanying
financial statements and footnotes are stated in U.S. dollars.
Derivative Financial Instruments
The Company reviews the terms of its equity
instruments and other financing arrangements to determine whether there are embedded derivative instruments that are required
to be accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments,
the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument
liabilities because they are exercisable in a currency other than the functional currency of the Company and thus do not meet
the “fixed-for-fixed” criteria of ASC 815-40-15. The Company may also issue options or warrants to employees and non-employees
in connection with consulting or other services.
3. SIGNIFICANT ACCOUNTING
POLICIES - continued
Derivative financial instruments
are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value
reported as charges or credits to income. For option and warrant-based derivative financial instruments, the Company uses the
Black-Scholes option pricing model to value the derivative instruments.
The change in the fair value of unvested
options issued to non-employees for goods and services which meet the classification of a derivative financial instrument are charged
as a compensation expense in consulting fees over the vesting period. Upon vesting, the change in the fair value of vested options
to non-employees is charged to consulting fees.
Any exercise or cancellation of an equity
instrument which meets the classification of a derivative financial instrument is trued-up to fair value at that date and the fair
value of the exercised instrument is then re-classed from liability to additional paid in capital.
The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any
previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative
instrument could be required within 12 months of the balance sheet date.
Stock Option Plans
The Company has elected to use the Black-Scholes
option pricing model to determine the fair value of stock options granted. In accordance with the accounting standard for employees,
the compensation expense is amortized on a graded vesting basis over the requisite service period which approximates the vesting
period. Compensation expense for stock options granted to non-employees is amortized over the contract services period or, if none
exists, from the date of grant until the options vest. Compensation associated with unvested options granted to non-employees is
re-measured on each balance sheet date using the Black-Scholes option pricing model.
The expected volatility of options granted
has been determined using the methods described under the relevant accounting standard. The Company uses historical data to estimate
option exercise, forfeiture and employee termination within the valuation model. For non-employees, the expected term of the options
approximates the full term of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent
with the expected term of the stock options. The Company has not paid and does not anticipate paying dividends on its common stock;
therefore, the expected dividend yield is assumed to be zero. In addition, accounting standard requires companies to utilize an
estimated forfeiture rate when calculating the expense for the reporting period. Based on its best estimate, management applied
the estimated forfeiture rate of nil in determining the expense recorded in the accompanying Statement of Operations and Comprehensive
Income (Loss).
Compensation expense is recognized immediately
for past services and pro-rata for future services over the option vesting period. During 2013, the Company recognized
$80,080 (2012 - $40,826 expense; 2011 - $3,000) in stock-based compensation expense in the Statement of Operations and Comprehensive
Income (Loss) in respect of options granted to non-employees. All stock options granted in 2013, 2012 and 2011 were
to non-employees of the Company.
3. SIGNIFICANT ACCOUNTING
POLICIES - continued
The fair value of each option granted is
estimated using the Black-Scholes option-pricing model over the vesting period. During the years ended December 31, 2013, 2012
and 2011 the following weighted average assumptions were used:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Dividend yield
|
|
|
0%
|
|
|
|
0%
|
|
|
|
0%
|
|
Expected volatility
|
|
|
144.2%
|
|
|
|
152.6%
|
|
|
|
106.5%
|
|
Risk-free rate
|
|
|
2.77%
|
|
|
|
1.67%
|
|
|
|
0.92%
|
|
Expected life in years
|
|
|
8.5
|
|
|
|
10
|
|
|
|
9
|
|
The Company did not issue any stock options
during 2013. The weighted average grant date fair value per option in 2013 was $Nil.
Expected volatilities are calculated using
the historical volatility of the Company’s stock. When applicable, the Company will use historical data to estimate option
exercise, forfeiture and employees termination within the valuation model. For non-employees, the expected term of the options
approximates the full term of the options.
Earnings (Loss) Per Share of Common
Stock
Basic earnings (loss) per share of common
stock is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings per share of common stock reflect the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock
that then shared in the earnings of the Company. Dilutive potential common shares are calculated in accordance with the treasury
stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at
market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the
securities. Warrants and options with an exercise price lower than the weighted average share price during the period were determined
to be anti-dilutive and excluded from the computation of earnings per share.
At December 31, 2013 and 2012, the effect
of all outstanding options and common stock warrants would have been anti-dilutive, due to the net loss incurred and accordingly
only basic and diluted earnings per share is the same in 2013 and 2012.
At December 31, 2011, potential common
shares of 8,657,486, were not included in diluted earnings per share related to stock options and warrants and were excluded from
the computation of diluted earnings per share since their effect was anti-dilutive. See Note 8 for calculation of diluted income
per common share.
Fair Value of Financial Instruments
The book values of GST receivables, notes receivable, and accounts
payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under
GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable
inputs). The hierarchy consists of three levels:
|
•
|
Level one
— Quoted market prices in active markets for identical assets or liabilities;
|
|
•
|
Level two
— Inputs other than level one inputs that are either directly or indirectly observable; and
|
|
•
|
Level three
— Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
3. SIGNIFICANT ACCOUNTING
POLICIES - continued
Determining which category an asset or liability falls within
the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Liabilities measured at fair value
are summarized as follows as of:
December 31, 2013:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Derivative liability
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
5,178,906
|
|
|
$
|
5,178,906
|
|
December 31, 2012:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Derivative liability
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
2,342,989
|
|
|
$
|
2,342,989
|
|
We currently measure and report the fair
value liability for stock options and warrants with a strike price currency different than the functional currency of the Company
on a recurring basis. The fair value liabilities for non-employee stock options and warrants have been recorded as determined utilizing
the Black-Scholes option pricing model. See Note 5 for further discussion of the inputs used in determining the fair value.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined
to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's items
of other comprehensive income (loss) are foreign currency translation adjustments.
New Accounting Pronouncements
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might
have a material impact on its financial position or results of operations.
4. NOTE
RECEIVABLE
On December 27, 2013 the Company entered
into an unsecured short-term note agreement for $65,814 ($70,000 Canadian) with a third party. The note bears interest at the Bank
of Canada prime rate plus 1%. The borrower may repay the entire loan including outstanding interest at any time by advising the
Company of the intent to pay fifteen days prior to the anticipated date of retirement. Management expects the note receivable to
be paid within one year and has classified the note as a current asset on the balance sheet.
5. DERIVATIVE
LIABILITIES
Derivative liabilities, consisting of the
equity instruments such as common share warrants with an exercise price in a different currency than the Company’s functional
currency, are accounted for as separate liabilities measured at their respective fair values as follows:
5. DERIVATIVE
LIABILITIES - continued
Balance, December 31, 2010
|
|
$
|
2,004,159
|
|
|
|
|
|
|
Fair value of warrants issued in private placements
|
|
|
325,176
|
|
Change in fair value of derivative liabilities
|
|
|
(1,806,379
|
)
|
Foreign exchange effect on derivative liability
|
|
|
(38,719
|
)
|
|
|
|
|
|
Balance, December 31, 2011
|
|
|
484,777
|
|
|
|
|
|
|
Fair value of warrants issued in private placements
|
|
|
226,400
|
|
Change in fair value of derivative liabilities
|
|
|
1,620,319
|
|
Foreign exchange effect on derivative liability
|
|
|
11,493
|
|
|
|
|
|
|
Balance, December 31, 2012
|
|
|
2,342,989
|
|
|
|
|
|
|
Fair value of warrants issued in private placements
|
|
|
969,502
|
|
Exercise of warrants – reclassification to additional paid-in-capital
|
|
|
(117,069
|
)
|
Change in fair value of derivative liabilities
|
|
|
2,216,119
|
|
Foreign exchange effect on derivative liability
|
|
|
(232,635
|
)
|
|
|
|
|
|
Balance, December 31, 2013
|
|
$
|
5,178,906
|
|
The fair value of the derivative liabilities
has been determined using the Black-Scholes option pricing model using the following range of assumptions:
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
1.13 to 2.77%
|
|
1.21 to 1.80%
|
|
0.86 to 0.92%
|
Expected life of derivative liability
|
|
1 to 10 yrs
|
|
2 to 10 yrs
|
|
1 to 9 yrs
|
Annualized volatility
|
|
144.2%
|
|
201.4%
|
|
106.5%
|
Dividend rate
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
6. OIL
AND GAS PROPERTY INTERESTS
|
|
2013 (Cumulative)
|
|
|
|
Peace River
|
|
|
Drowned
|
|
|
Total
|
|
Property acquisition and lease payments
|
|
$
|
2,656,418
|
|
|
$
|
39,051
|
|
|
$
|
2,695,469
|
|
Geological and geophysical
|
|
|
328,727
|
|
|
|
13,792
|
|
|
|
342,519
|
|
Project management
|
|
|
880,202
|
|
|
|
|
|
|
|
880,202
|
|
Drilling
|
|
|
3,493,340
|
|
|
|
|
|
|
|
3,493,340
|
|
Assaying and analysis
|
|
|
93,762
|
|
|
|
|
|
|
|
93,762
|
|
Asset retirement obligations
|
|
|
113,550
|
|
|
|
|
|
|
|
113,550
|
|
Camp and field supplies
|
|
|
41,433
|
|
|
|
|
|
|
|
41,433
|
|
Travel and accommodation
|
|
|
124,573
|
|
|
|
|
|
|
|
124,573
|
|
Total expenditures
|
|
$
|
7,732,005
|
|
|
$
|
52,843
|
|
|
$
|
7,784,848
|
|
6. OIL
AND GAS PROPERTY INTERESTS - continued
|
|
2012 (Cumulative)
|
|
|
|
Peace River
|
|
|
Drowned
|
|
|
Total
|
|
Property acquisition and lease payments
|
|
$
|
2,742,821
|
|
|
$
|
41,663
|
|
|
$
|
2,784,484
|
|
Geological and geophysical
|
|
|
332,277
|
|
|
|
14,714
|
|
|
|
346,991
|
|
Project management
|
|
|
939,085
|
|
|
|
–
|
|
|
|
939,085
|
|
Drilling
|
|
|
3,727,034
|
|
|
|
–
|
|
|
|
3,727,034
|
|
Assaying and analysis
|
|
|
100,034
|
|
|
|
–
|
|
|
|
100,034
|
|
Asset retirement obligations
|
|
|
121,145
|
|
|
|
–
|
|
|
|
121,145
|
|
Camp and field supplies
|
|
|
44,205
|
|
|
|
–
|
|
|
|
44,205
|
|
Travel and accommodation
|
|
|
132,906
|
|
|
|
–
|
|
|
|
3,727,034
|
|
Total expenditures
|
|
$
|
8,139,508
|
|
|
$
|
56,377
|
|
|
$
|
8,195,885
|
|
Peace River Property
The Company has entered into a series of
leases in multiple transactions with the Province of Alberta in the Peace River area of Alberta, Canada (the “Peace River
Property”). All of the leases were acquired through a public auction process that requires the Company to submit
sealed bids for land packages being auctioned by the provincial government. Upon being notified that it has submitted the highest
bid for a specific land parcel the Company immediately pays the government the bid price and enters into a formal lease with the
government. All of the leases are for a 15 year term, require minimum annual lease payments, and grant the Company the right to
explore for potential oil sands opportunities on the respective lease. The specific transactions entered into by the Company are
as noted below.
Date
|
|
Number of
Leases
|
|
Land Area
(Hectares)
|
|
|
Annual Lease Payments
|
June 15, 2006
|
|
3
|
|
|
4,864
|
|
|
CDN $17,024 / USD $16,066
|
October 19, 2006
|
|
4
|
|
|
3,584
|
|
|
CDN $12,544 / USD $11,794
|
November 2, 2006
|
|
4
|
|
|
5,632
|
|
|
CDN $19,712 / USD $18,533
|
January 11, 2007
|
|
4
|
|
|
4,608
|
|
|
CDN $16,128 / USD $15,164
|
January 24, 2007
|
|
2
|
|
|
2,304
|
|
|
CDN $8,064 / USD $7,582
|
|
|
17
|
|
|
20,992
|
|
|
CDN $73,472 / USD $69,078
|
Drowned Property
On September 7, 2005 the Company acquired
a 100% interest in an Alberta oil sands lease (the “Drowned Property”). The rights to the Drowned Property
were acquired for $20,635 plus fees and closing costs of $8,150 which were paid. The Property covers 512 hectares of land in the
Drowned Area of the Wabasca oil sands in the West Athabasca area of Northern Alberta. The lease, which expires in October 2015,
gives the Company the right to explore the Property covered by the lease. The Company’s acquisition of the lease
includes an overriding 4% royalty agreement with the vendor. The royalty is to be paid on a well-to-well basis and is payable
on all petroleum
.
OIL AND GAS PROPERTY INTERESTS - continued
substances produced by any well on the
Property. The Property is subject to an annual lease payment payable to the government of Alberta in the amount of CDN $1,792 (USD
$1,685) until expiry on October 4, 2015. The company can apply for continuation of the leases based on prior exploration and historical
findings. The Government of Alberta will review each case on an individual basis, if approved the government will grant an extension,
otherwise the lease will expire
All of the Company’s leases for the
Peace River and Drowned Properties are also subject to royalties payable to the government of Alberta. The royalties payable to
the government of Alberta is in addition to the royalties payable to the vendor above. The royalty is calculated using a revenue-less-cost
formula. In years prior to the recovery of the project’s capital investment, the royalty is 1% of gross revenue. Once
the project costs have been recovered, the royalty is the greater of 1% of gross revenue or 25% of net revenue.
The following table sets forth the
Company’s future minimum lease payments for both the Peace River and Drowned oil and gas properties for the years
ending December 31:
Year
|
|
Future Minimum Lease Payments
|
|
2014
|
|
$
|
70,763
|
|
2015
|
|
|
70,763
|
|
2016
|
|
|
69,078
|
|
2017
|
|
|
69,078
|
|
2018
|
|
|
69,078
|
|
Thereafter
|
|
|
160,902
|
|
Total
|
|
$
|
509,662
|
|
7. ASSET RETIREMENT
OBLIGATIONS
During 2007, the Company drilled four wells
on its Peace River Property. Total future asset retirement obligations were estimated by management based on the Company’s
working interest in its wells and facilities, estimated costs to remediate, reclaim and abandon the wells and facilities and the
estimated timing of the costs to be incurred in future periods. The Company has estimated the net present value of its total asset
retirement obligations to be approximately $139,623 at December 31, 2013 (2012 - $138,129), based on an undiscounted total future
liability of $275,478 (CDN$293,000). These payments are expected to be incurred between 2015 and 2030. The Company used a credit
adjusted discount rate of 10% per annum and an inflation rate of 2% to calculate the present value of the asset retirement obligation. Accretion
expense of $10,487 (2012 – $7,500, 2011 - $8,647) has been recorded in the Statements of Operations and Comprehensive Loss
at December 31, 2013.
8. RELATED PARTY TRANSACTIONS
Related party transactions not disclosed
elsewhere in these financial statements include:
Consulting Fees
Mr. Daems does not bill the Company for
his services as President, however a related party by common director has a service agreement with the Company to assist with identification,
acquisition and service of certain exploration style properties that fit the parameters of the Company’s acquisition plan.
The Company recognized an expense of $53,304 in 2013 in (2012 - $26,582, 2011 - $5,487) as consulting fees under the agreement.
Directors’ fees
Directors’ fees of $Nil (2012 and 2011 - $Nil) have been
recorded as consulting fees at December 31, 2013.
9. SHARE CAPITAL
On November 15, 2005 the Company closed
a private placement of 560,000 units at $0.375 per unit for a total offering price of $210,000. Each unit consisted of one share
of the common stock of the Company, one Class A Warrant exercisable for one share of Common Stock at an exercise price of $0.44
for a period of four years commencing on November 15, 2006, and one Class B Warrant exercisable for one share of Common Stock at
an exercise price of $0.50 for a period of three years commencing on November 15, 2007. The Company has the right to accelerate
the exercise date or reduce the exercise price of the Class A and Class B Warrants.
On May 9, 2006, at a Special Meeting of
the Company’s stockholders, a majority of the Company’s stockholders approved a 2:1 forward stock split. The record
and payment dates of the forward split were May 10 and May 11, 2006 respectively. All of the common shares issued and outstanding
on May 10, 2006 were split. All references to share and per share amounts have been restated in these financial
statements to reflect the split.
On June 13, 2006 the Company closed a private
placement of 500,000 units at $2.00 per unit for a total offering price of $1,000,000. Each unit consisted of one share
of the common stock of the Company, one Class A Warrant exercisable for one share of Common Stock at an exercise price of $2.125
for a period of four years commencing on June 13, 2007 and one Class B Warrant exercisable for one share of Common Stock at an
exercise price of $2.25 for a period of three and one half years commencing on December 13, 2007. The Company has the
right to accelerate the exercise date or reduce the exercise price of the Class A and Class B Warrants.
On July 13, 2007, at a Special Meeting
of the Company’s stockholders, a majority of the Company’s stockholders approved a 2:1 forward stock split. The record
and payment dates of the forward split were October 8 and October 9, 2007 respectively. All of the common shares issued and outstanding
on October 8, 2007 were split. All references to share and per share amounts have been restated in these financial
statements to reflect the split.
On January 9, 2008, 320,000 common share
warrants were exercised at an exercise price of $0.1875 for total proceeds of $60,000.
On January 28, 2008, the Company closed
a private placement of 1,700,000 common shares at $1.00 per share for total proceeds of $1,700,000.
On June 19, 2009, 100,000 common share
warrants were exercised at an exercise price of $0.20 for total proceeds of $20,000. Upon exercise, the fair value of this liability
instrument at this date of $39,890 was re-classified from liability to additional paid in capital.
On July 07, 2009, 1,550,000 common share
warrants were exercised at an exercise price of $0.1250 for total proceeds of $193,750. Upon exercise, the fair value of this liability
instrument at this date of $598,525 was re-classified from liability to additional paid in capital.
On November 17, 2009, 1,600,000 common
share warrants were exercised at an exercise price of $0.1250 for total proceeds of $200,000. Upon exercise, the fair value of
this liability instrument at this date of $658,010 was re-classified from liability to additional paid in capital.
On March 3, 2010, 888,890 common share
warrants were exercised at an exercise price of $0.11 for total proceeds of $100,000. Upon exercise, the fair value
of this liability instrument at this date of $321,689 was re-classified from liability to additional paid in capital. See Note
5.
On March 18, 2010, 844,445 common share
warrants were exercised at exercise prices ranging from $0.1125 to $0.19 for total proceeds of $100,000. Upon exercise, the fair
value of this liability instrument at this date of $300,445 was re-classified from liability to additional paid in capital. See
Note 5.
9. SHARE
CAPITAL - continued
On January 06, 2011, the Company closed
a private placement for a total of 1,000,000 units at $0.10 per unit for total offering price of $100,000. Each unit
consisted of one share of the common stock of the Company and one Class A Warrant exercisable for one share of common stock at
an exercise price of $0.15 for a period of four years commencing on January 25, 2012 and expiring on January 25, 2016.
On March 30, 2011, the Company closed two
private placements for a total of 625,000 units at $0.16 per unit for a total offering price of $100,000. Each unit consisted of
one share of the common stock of the Company and one Class A Warrant exercisable for one share of common stock at an exercise price
of $0.24 for a period of four years commencing on March 30, 2012 and expiring on March 30, 2016.
On May 17, 2011, the Company closed a private
placement for a total of 714,286 units at $0.14 per unit for a total offering price of $100,000. Each unit consisted
of one share of the common stock of the Company and one Class A Warrant exercisable for one share of common stock at an exercise
price of $0.21 for a period of four years commencing on May 17, 2012 and expiring on May 17, 2016.
On August 12, 2011, the Company closed
a private placement for a total of 208,334 units at $0.12 per unit for a total offering price of $25,000. Each unit
consisted of one share of the common stock of the Company and one Class A Warrant exercisable for one share of common stock at
an exercise price of $0.18 for a period of four years commencing on August 12, 2012 and expiring on August 12, 2016.
The Company classified the entire proceeds
of $325,716 from private placements closed in 2011 as a derivative liability related to the warrants.
On August 6, 2012, the Company closed two
private placements for a total of 1,250,000 units at $0.04 per unit for an aggregate total offering price of $50,000. Each unit
consisted of one share of common stock of the Company and one Class A Warrant exercisable for one share of common stock at an exercise
price of $0.06 for a period of four years commencing on August 6, 2013 and expiring on August 6, 2017.
On August 6, 2012, the Company closed a
private placement for a total of 2,500,000 units at $0.04 per unit for a total offering price of $100,000. Each unit consisted
of one share of common stock of the Company also with one Class A, once Class B and one Class C Warrant, each exercisable for one
share of common stock at an exercise price of $0.10, $0.20 and $0.30 commencing on August 6, 2013, 2014 and 2015 and expiring on
August 6, 2022.
On August 20, 2012, the Company closed
a private placement for a total of 625,000 units at $0.04 per unit for a total offering price of $25,000. Each unit consisted of
one share of common stock of the Company and one Class A Warrant exercisable for one share of common stock at an exercise price
of $0.06 for a period of four years commencing on August 20, 2013 and expiring on August 20, 2017.
On September 19, 2012, the Company closed
a private placement for a total of 416,667 units at $0.06 per unit for a total offering price of $25,000. Each unit consisted of
one share of common stock of the Company and one Class A Warrant exercisable for one share of common stock at an exercise price
of $0.09 for a period of four years commencing on September 19, 2013 and expiring on September 19, 2017.
On October 26, 2012, the Company closed
a private placement for a total of 440,000 units at $0.06 per unit for a total offering price of $26,400. Each unit consisted of
one share of common stock of the Company and one Class A Warrant exercisable for one share of common stock at an exercise price
of $0.09 for a period of four years commencing on October 26, 2013 and expiring on October 26, 2017.
The Company classified the entire proceeds
of $226,400 from private placements closed in 2012 as a derivative liability related to the warrants.
For the year ended December 31, 2013, the
Company closed a series of private placements totaling 8,397,296 units at $0.08 to $0.24 per unit for total offering proceeds of
$804,502. Each unit consisted of one share of common stock of the Company and one Class A Warrant exercisable for one share of
common stock at an exercise price of $0.12 to $0.32 for a period of four years commencing one year after the placements closed.
9. SHARE CAPITAL - continued
On May 13, 2013 the Company closed a private
placement totaling 1,250,000 units at $0.08 per unit for a total offering price of $100,000. Each unit consisted of one share of
common stock and one Class A Warrant with an exercise price of $0.10, one Class B Warrant with an exercise price of $0.20 and one
Class C Warrant with an exercise price of $0.30. Each warrant is exercisable for one share of common stock and expires on May 13,
2023.
On August 26, 2013 the Company closed a
private placement totaling 812,500 units at $0.08 per unit for a total offering price of $65,000. Each unit consisted of one share
of common stock, one Class A Warrant with an exercise price of $0.12 and one Class B Warrant with an exercise price of $0.18. Each
warrant is exercisable for one share of common stock and expires on August 26, 2018
The Company classified the entire proceeds
of $969,502 from private placements closed in 2013 as a derivative liability related to the warrants.
On December 11, 2013, 625,000 common share
warrants were exercised at exercise prices of $0.06 for total proceeds of $37,500. Upon exercise, the fair value of this liability
instrument at this date of $117,069 was re-classified from liability to additional paid in capital. See Note 5.
Earnings per share
Basic income per common share is computed
by dividing income available to the Company’s common stockholders by the weighted average number of common shares outstanding
during the period. Diluted income per common share reflects the potential dilution that could occur from common share issuable
through stock options and warrants. Diluted income per common share is computed similarly to basic income per common stock except
that weighted average common stock is increased to include the potential issuance of dilutive common stock.
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Net income (loss) for the year
|
|
$
|
(2,798,169
|
)
|
|
$
|
(1,856,790
|
)
|
|
$
|
1,629,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common stock basic
|
|
|
80,057,824
|
|
|
|
71,340,773
|
|
|
|
68,847,251
|
|
Effect of options
|
|
|
–
|
|
|
|
–
|
|
|
|
8,128
|
|
Effect of warrants
|
|
|
–
|
|
|
|
–
|
|
|
|
330,072
|
|
Diluted
|
|
|
80,057,824
|
|
|
|
71,340,773
|
|
|
|
69,185,451
|
|
At December 31, 2013 and 2012, the effect of the Company’s
outstanding options and warrants would have been anti-dilutive. Accordingly, only basic income per common share is presented for
2013 and 2012.
10. STOCK
OPTION PLANS
In June 2006 the stockholders approved
and the Company adopted its 2006 Stock Option Plan (“the 2006 Plan”). The 2006 Plan provides for the granting
of up to 8,000,000 stock options to key employees, directors and consultants, of common shares of the Company. Under
the 2006 Plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company's
Option Committee, a committee designated to administer the 2006 Plan by the Board of Directors. For incentive options, the exercise
price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted
to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of
grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.) Options
granted are not to exceed terms beyond ten years (five years in the case of an incentive stock option granted to a holder of 10
percent of the Company's common stock).
10. STOCK
OPTION PLANS- continued
Activity under the 2006 Plan is summarized as follows:
|
|
Available for Grant
|
|
|
Options
Outstanding
|
|
|
Weighted Average
Exercise Price
|
|
Balance, December 31, 2010
|
|
|
6,100,000
|
|
|
|
600,000
|
|
|
$
|
1.14
|
|
Cancelled
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Granted
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Balance, December 31, 2011
|
|
|
6,100,000
|
|
|
|
600,000
|
|
|
|
1.14
|
|
Granted
|
|
|
(1,400,000
|
)
|
|
|
1,400,000
|
|
|
|
0.16
|
|
Cancelled
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Balance, December 31, 2012
|
|
|
4,700,000
|
|
|
|
2,000,000
|
|
|
|
0.46
|
|
Granted
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
1,000,000
|
|
|
|
(1,000,000
|
)
|
|
|
.17
|
|
Balance, December 31, 2013
|
|
|
5,700,000
|
|
|
|
1,000,000
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance exercisable, December 31, 2013
|
|
|
|
|
|
|
800,000
|
|
|
$
|
0.88
|
|
The following table summarizes information concerning outstanding
and exercisable common stock options under the 2006 Plan at December 31, 2013:
Range of
Exercise
Prices
|
|
Number of
Options
Outstanding
|
|
|
Remaining
Contractual
Life
(in Years)
|
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Options
Currently
Exercisable
|
|
$0.07
|
|
|
200,000
|
|
|
|
8.53
|
|
|
$0.07
|
|
|
200,000
|
|
$0.13
|
|
|
25,000
|
|
|
|
6.82
|
|
|
$0.13
|
|
|
25,000
|
|
$0.14
|
|
|
200,000
|
|
|
|
8.53
|
|
|
$0.14
|
|
|
–
|
|
$0.20
|
|
|
25,000
|
|
|
|
6.82
|
|
|
$0.20
|
|
|
25,000
|
|
$0.40
|
|
|
25,000
|
|
|
|
6.82
|
|
|
$0.40
|
|
|
25,000
|
|
$0.60
|
|
|
25,000
|
|
|
|
6.82
|
|
|
$0.60
|
|
|
25,000
|
|
$0.61
|
|
|
200,000
|
|
|
|
3.25
|
|
|
$0.61
|
|
|
200,000
|
|
$0.74
|
|
|
100,000
|
|
|
|
4.58
|
|
|
$0.74
|
|
|
100,000
|
|
$2.29
|
|
|
200,000
|
|
|
|
2.56
|
|
|
$2.29
|
|
|
200,000
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
800,000
|
|
The aggregate intrinsic value of stock
options outstanding at December 31, 2013 was $31,250 (2012 - $17,000, 2011 - $Nil) while the aggregate intrinsic value of stock
options exercisable at December 31, 2013 was $23,250 (2012 - $Nil, 2011 - $Nil). No stock options were exercised in 2013, 2012,
or 2011.
10. STOCK
OPTION PLANS- continued
The following table summarizes information concerning unvested
common stock options under the 2006 Plan at December 31, 2013:
|
|
Number of
Unvested Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted Average
Grant Date Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2011
|
|
|
50,000
|
|
|
$
|
0.13
|
|
|
$
|
0.37
|
|
Granted
|
|
|
1,400,000
|
|
|
|
0.16
|
|
|
|
0.07
|
|
Vested
|
|
|
(25,000
|
)
|
|
|
0.40
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2012
|
|
|
1,425,000
|
|
|
$
|
0.17
|
|
|
$
|
0.07
|
|
Vested
|
|
|
(225,000
|
)
|
|
|
0.13
|
|
|
|
0.07
|
|
Forfeited
|
|
|
(1,000,000
|
)
|
|
|
0.14
|
|
|
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2013
|
|
|
200,000
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
As of December 31, 2013, there was $12,016
(2012 – $115,900, 2011 - $5,605) of total unrecognized compensation cost related to all unvested options granted and outstanding.
This unrecognized compensation cost is expected to be recognized over a weighted average period of approximately 1 year.
During the year ended December 31, 2013,
the Company recorded consulting fees of $80,080 (2012 – $40,826; 2011 – $3,000) in the statement of operations related
to stock options granted to non-employees during the year.
The Company issues new shares when options are exercised.
11. WARRANTS
Issued
|
|
Warrants
|
|
|
Weighted Average Exercise Price
|
|
Balance, December 31, 2010
|
|
|
13,866,265
|
|
|
$
|
0.35
|
|
Warrants issued
|
|
|
2,547,620
|
|
|
|
0.19
|
|
Balance, December 31, 2011
|
|
|
16,413,885
|
|
|
|
0.23
|
|
Warrants issued
|
|
|
10,231,667
|
|
|
|
0.10
|
|
Warrants forfeited
|
|
|
(3,395,555
|
)
|
|
|
0.23
|
|
Balance, December 31, 2012
|
|
|
23,249,997
|
|
|
|
0.27
|
|
Warrants issued
|
|
|
13,772,296
|
|
|
|
0.16
|
|
Warrants exercised
|
|
|
(625,000
|
)
|
|
|
0.06
|
|
Warrants forfeited
|
|
|
(500,000
|
)
|
|
|
2.19
|
|
Balance, December 31, 2013
|
|
|
35,897,293
|
|
|
$
|
0.20
|
|
11. WARRANTS - continued
The following table lists the common share warrants outstanding
at December 31, 2013. Each warrant is exchangeable for one common share.
Number Outstanding
|
|
Number Vested
|
|
|
Average
Exercise Price
|
|
Expiry Year
|
7,020,710
|
|
|
7,020,710
|
|
|
$0.20
|
|
2014
|
2,950,000
|
|
|
2,950,000
|
|
|
$0.53
|
|
2015
|
2,547,620
|
|
|
2,547,620
|
|
|
$0.19
|
|
2016
|
2,106,668
|
|
|
2,106,667
|
|
|
$0.07
|
|
2017
|
10,022,296
|
|
|
–
|
|
|
$0.14
|
|
2018
|
7,500,000
|
|
|
7,500,000
|
|
|
$0.20
|
|
2022
|
3,750,000
|
|
|
–
|
|
|
$0.20
|
|
2023
|
35,897, 294
|
|
|
22,124,997
|
|
|
$0.20
|
|
|
* On October 23, 2012 the Board of Directors
resolved to offer an extension to the exercise period for certain warrants for a period of up to 2 years from their original expiration
date. The warrant holders who completed the warrant extension agreement had the expiration date extended as specified in the agreement.
Warrant holders that did not elect to have their warrants extended were forfeited. There was no additional cost associated with
the extension as the change in the value of the warrants is recognized through the change in the fair value of the derivative liability
on the face of the statements of operations.
12. INCOME TAXES
The tax effects of temporary differences
that give rise to the Company’s deferred tax assets are as follows:
|
|
2013
|
|
|
2012
|
|
Deferred tax assets (liabilities)
|
|
|
|
|
|
|
|
|
Net operating loss carry-forwards
|
|
$
|
1,124,700
|
|
|
$
|
1,009,000
|
|
Capital losses
|
|
|
5,000
|
|
|
|
5,000
|
|
Office equipment
|
|
|
12,500
|
|
|
|
12,500
|
|
Oil and gas properties
|
|
|
281,000
|
|
|
|
281,000
|
|
Asset retirement obligation
|
|
|
52,300
|
|
|
|
41,500
|
|
|
|
|
1,475,500
|
|
|
|
1,349,000
|
|
Valuation allowance
|
|
|
(1,475,500
|
)
|
|
|
(1,349,000
|
)
|
Net deferred tax asset
|
|
$
|
–
|
|
|
$
|
–
|
|
Upon continuation to Canada in 2004, all
losses carried forward at that time expired. As of December 31, 2013, the Company had available to offset future taxable income
and net Canadian operating loss carry-forwards of approximately $4.5 million. The carry-forwards will begin expiring in 2014 unless
utilized in earlier years. The Company also has approximately $9.0 million in Canadian oil and gas dedication pools that can be
used to offset income of future periods.
The Company evaluates its valuation allowance
requirements based on projected future operations. When circumstances change and this causes a change in management's judgment
about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.
During the years ended December 31, 2013, 2012 and 2011, changes in valuation allowance was $126,500, $54,500 and $56,500, respectively.
The (benefit) provision for income taxes
differs from the amount of income tax determined by applying the applicable Canadian statutory federal income tax rate to pre-tax
loss as a result of the following differences:
12. INCOME
TAXES – continued
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Statutory federal income tax rate
|
|
|
(23%
|
)
|
|
|
(25%
|
)
|
|
|
(27%
|
)
|
Change in valuation allowance
|
|
|
(9%
|
)
|
|
|
(5%
|
)
|
|
|
(5%
|
)
|
Non-deductible stock-based compensation
|
|
|
3%
|
|
|
|
1%
|
|
|
|
2%
|
|
Non-deductible change in fair value of derivative Liability
|
|
|
32%
|
|
|
|
30%
|
|
|
|
30%
|
|
Effect of foreign exchange
|
|
|
(1%
|
)
|
|
|
1%
|
|
|
|
2%
|
|
Effect of reduction in income tax rate
|
|
|
(2%
|
)
|
|
|
(2%
|
)
|
|
|
(2%
|
)
|
|
|
|
-%
|
|
|
|
-%
|
|
|
|
-%
|
|
The Company has evaluated its tax positions
for the years ended December 31, 2013, 2012 and 2011 and determined that it has no uncertain tax positions requiring financial
statement recognition.
Under ASC 740-10-25, the impact of an uncertain
income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained.
An uncertain income tax position will not be recognized if it has 50% or less likelihood of being sustained.
We accrue interest and penalties on our uncertain tax positions
as a component of our provision for income taxes. There was no amount of interest and penalties recognized as an expense during
2013 or 2012.
Our income tax returns are generally considered
closed to examination when we file a notice of determination with the taxing authority. No such notice has been filed to date.
13. COMMITMENTS AND CONTINGENCIES
Environmental Matters
The Company is engaged in oil and gas exploration
and may become subject to certain liabilities as they relate to environmental cleanup of sites or other environmental restoration
procedures as they relate to the exploration of oil and gas. Should it be determined that a liability exists with respect to any
environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. No claim has been made,
nor is the Company aware of any liability, which it may have, as it relates to any environmental clean-up, restoration or the violation
of any rules or regulations relating thereto. Liabilities for expenditures are recorded when environmental assessment and/or remediation
is probable and the costs can be reasonably estimated.
14. SUBSEQUENT EVENTS
Subsequent to the 2013 year end the Company
closed a series of private placements for a total of 487,578 units for an aggregate total offering price of $80,600 USD. Each unit
consisted of one share of common stock of the Company and one Class A Warrant exercisable, beginning on the one year anniversary
date of the placement, for one share of common stock for a period of four years and expiring in 2019.
Item 19. Exhibits
Exhibit No.
|
Description
|
1.1
|
Articles of Continuance(1)
|
1.2
|
Bylaws(1)
|
2.1
|
Description of Capital Stock (contained in the Articles of Continuance filed as Exhibit 1.1)
|
12.1*
|
Section 302 Certification of Principal Executive and Financial Officer
|
13.1*
|
Section 906 Certification of Principal Executive and Financial Officer
|
14.1
|
Peterson Sullivan Consent
|
15.2
|
2006 Stock Option Plan (2)
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Filed herewith.
(1) Previously filed with the Company’s Registration Statement
on Form S-4 on April 22, 2003
(2) Filed with the Company’s Form S-8 Registration Statement
on June 1, 2006