Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) |
PART I
|
1
|
Item 1. Business
|
1
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Item 1A. Risk Factors
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13
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Item 1B. Unresolved Staff Comments
|
17
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Item 2. Properties
|
17
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Item 3. Legal Proceedings
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18
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Item 4. Mine Safety Disclosures
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18
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PART II
|
19
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Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
19
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Item 6. Selected Financial Data
|
20
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
21
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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25
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Item 8. Financial Statements and Supplementary Data
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25
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Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
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26
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Item 9A. Controls and Procedures
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26
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Item 9B. Other Information
|
26
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PART III
|
27
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Item 10. Directors, Executive Officers, and Corporate Governance
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27
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Item 11. Executive Compensation
|
28
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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30
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Item 13. Certain Relationships and Related Transactions, and Director Independence
|
31
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Item 14. Principal Accountant Fees and Services
|
32
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PART IV
|
33
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Item 15. Exhibits and Financial Statement Schedules
|
33
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Block
|
Province
|
Status
|
Delta [SAHF] %
|
Partner(s)
|
||||
Jollin
|
Salta
|
Testing
|
10% CO
|
JHP (China), Maxipetrol
|
||||
Tonono
|
Salta
|
Testing
|
10% CO
|
JHP (China), Maxipetrol
|
||||
Tartagal
|
Salta
|
2 Work over wells drilled; 20 prospects
|
9% CO
|
New Times Energy (HK), Maxipetrol
|
||||
Morillo
|
Salta
|
3D seismic interpretation; 2 exploratory wells to be drilled
|
9% CO
|
New Times Energy (HK), Maxipetrol
|
||||
Guemes
|
Salta
|
Drill Complete
|
20%
|
Ketsal
|
||||
Valle de Lerma
|
Salta
|
Workover well on adjacent property to be assigned by Salta Government
|
60%
|
Remsa, PetroNexus, Grasta
|
*
|
CO means a carryover interest in the project.
|
**
|
Of these five properties, SAHF and its joint venture partner have made initial investments in Guemes.
|
***
|
In the Jollin, Tonono and Tartagal, and Morillo concessions the carry over mode relieved SAHF from the payment of canons, landlord fees of any kind or any other expense until production is realized. In the exploratory area Guemes, proportional exploratory canons were paid as explained in the financials.
|
·
|
Currency fluctuations;
|
|
·
|
Changes in tariffs and taxes; and
|
|
·
|
Political and economic instability.
|
●
|
delays imposed by or resulting from compliance with regulatory requirements;
|
|
●
|
pressure or irregularities in geological formations;
|
|
●
|
shortages of or delays in obtaining qualified personnel or equipment, including drilling rigs and CO2;
|
|
●
|
equipment failures or accidents; and
|
|
●
|
adverse weather conditions, such as freezing temperatures, hurricanes and storms.
|
●
|
the exploitation of our oil and gas concessions as governed by the terms of the concession agreements;
|
|
●
|
royalties, canons and landlord fees;
|
|
●
|
production permits;
|
●
|
discharge permits for drilling operations;
|
|
●
|
drilling bonds;
|
|
●
|
reports concerning operations;
|
|
●
|
the spacing of wells;
|
|
●
|
unitization and pooling of properties; and
|
|
●
|
taxation.
|
·
|
worldwide and domestic supplies of crude oil and natural gas;
|
|
·
|
actions taken by foreign oil and gas producing nations;
|
·
|
political conditions and events (including instability or armed conflict) in crude oil or natural gas producing regions;
|
|
·
|
the level of global crude oil and natural gas inventories;
|
|
·
|
the price and level of foreign imports;
|
|
·
|
the price and availability of alternative fuels;
|
|
·
|
the availability of pipeline capacity and infrastructure;
|
|
·
|
the availability of crude oil transportation and refining capacity;
|
|
·
|
weather conditions;
|
|
·
|
domestic and foreign governmental regulations and taxes; and
|
|
·
|
the overall economic environment.
|
|
Significant declines in crude oil and natural gas prices for an extended period may have the following effects on our business: | ||
·
|
limiting our financial condition, liquidity, and ability to finance planned capital expenditures and results of operations;
|
|
·
|
reducing the amount of crude oil and natural gas that can be produced economically;
|
|
·
|
causing us to delay or postpone some of our capital projects;
|
|
·
|
reducing our revenues, operating income and cash flows;
|
|
·
|
reducing the carrying value of our investments in crude oil and natural gas properties; or
|
|
·
|
limiting our access to sources of capital, such as equity and long-term debt.
|
Block
|
Province
|
Status
|
Delta %
|
Partner(s)
|
||||
Jollin
|
Salta
|
Testing
|
10% CO
|
JHP (China), Maxipetrol
|
||||
Tonono
|
Salta
|
Testing
|
10% CO
|
JHP (China), Maxipetrol
|
||||
Tartagal
|
Salta
|
Seismic
|
9% CO
|
New Times Energy (HK), Maxipetrol
|
||||
Morillo
|
Salta
|
Seismic
|
9% CO
|
New Times Energy (HK), Maxipetrol
|
||||
Guemes
|
Salta
|
Drill Complete
|
20%
|
Ketsal
|
||||
Valle de Lerma
|
Salta
|
Well
Workover
|
60%
|
Remsa, PetroNexus, Grasta
|
*
|
CO means a carryover interest in the project.
|
**
|
Of these five properties, SAHF and its joint venture partner have made initial investments in Guemes.
|
***
|
In the Jollin, Tonono, Tartagal, Morillo and Coltan concession the carry over mode relieved SAHF from the payment of canons or landlord fees of any kind. In the exploratory areas, Guemes proportional exploratory canons were paid as explained in the financials. Surface canons were not paid due to the lack of surface operations in those blocks, with the exception of Guemes where an old YPF road, built by the former National Company of Argentina and now owned by Repsol of Spain, was used in 2010 to access the drilling site.
|
High
|
Low
|
||||||||
2011
|
1
st
Quarter
|
0.58 | 0.49 | ||||||
2nd Quarter
|
0.50 | 0.11 | |||||||
3rd Quarter
|
0.44 | 0.23 | |||||||
4th Quarter
|
0.42 | 0.20 | |||||||
2012
|
1
st
Quarter
|
0.51 | 0.38 | ||||||
2nd Quarter
|
0.50 | 0.20 | |||||||
3rd Quarter
|
0.40 | 0.20 | |||||||
4th Quarter
|
0.23 | 0.20 | |||||||
2013
|
1
st
Quarter
|
0.25 | 0.20 | ||||||
2nd Quarter
|
0.40 | 0.15 | |||||||
3rd Quarter
|
0.30 | 0.05 | |||||||
4th Quarter
|
0.28 | 0.20 | |||||||
2014
|
1
st
Quarter
|
0.25 | 0.10 |
Date | Title and Amount(1) | Purchaser | Principal Underwriter | Total Offering Price/Underwriting Discounts | ||||
October 1, 2013
|
252,000 shares of common stock.
|
Private Investor.
|
NA
|
$0.24 per share/NA
|
(1)
|
The issuances to lenders, consultants and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D, promulgated by the SEC under the Securities Act.
|
●
|
Proved oil and gas reserves;
|
|
●
|
Expected future cash flow from proved oil and gas properties;
|
|
●
|
Future exploration and development costs; and
|
|
●
|
Future dismantlement and restoration costs.
|
Page
|
|
Reports of Independent Registered Public Accounting Firms
|
F-2 |
Consolidated balance sheets as of December 31, 2013 and 2012
|
F-3 |
Consolidated statements of operations for the years ended December 31, 2013 and 2012
|
F-4 |
Consolidated statement of stockholders’ equity to December 31, 2013
|
F-6 |
Consolidated statements of cash flows for the years ended December 31, 2013 and 2012
|
F-7 |
Notes to consolidated financial statements
|
F-8 |
DELTA INTERNATIONAL OIL AND GAS, INC. AND SUBSIDIARIES
|
(FORMERLY DELTA MUTUAL, INC. AND SUBSIDIARIES)
|
CONSOLIDATED BALANCE SHEETS
|
DELTA INTERNATIONAL OIL AND GAS, INC. AND SUBSIDIARIES
|
(FORMERLY DELTA MUTUAL INC. AND SUBSIDIARIES)
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
Years ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Sales
|
$ | - | $ | 1,583 | ||||
Costs and Expenses:
|
||||||||
General and administrative
|
816,477 | 1,363,301 | ||||||
816,477 | 1,363,301 | |||||||
Loss from operations
|
(816,477 | ) | (1,361,718 | ) | ||||
Other Income (Expense):
|
||||||||
Foreign exchange gain (loss)
|
(268,764 | ) | (140,402 | ) | ||||
Interest expense
|
(41,431 | ) | (50,111 | ) | ||||
Tax refund
|
39,316 | |||||||
Reversal of contested liabilities
|
- | 134,254 | ||||||
Life insurance proceeds
|
1,000,249 | - | ||||||
Gain on sale of bidding right and unvevaluated oil and gas property
|
- | 7,244,716 | ||||||
Net other income
|
729,370 | 7,188,457 | ||||||
Income (loss) before income taxes
|
(87,107 | ) | 5,826,739 | |||||
Provision for income taxes
|
- | 783,590 | ||||||
Net income (loss)
|
$ | (87,107 | ) | $ | 5,043,149 | |||
Net income (loss) per common share:
|
||||||||
Basic
|
$ | (0.00 | ) | $ | 0.16 | |||
Diluted
|
$ | (0.00 | ) | $ | 0.16 | |||
Weighted average common shares - Basic
|
32,147,344 | 31,908,985 | ||||||
Weighted average common shares - Diluted
|
32,147,344 | 34,828,569 |
DELTA INTERNATIONAL OIL AND GAS, INC. AND SUBSIDIARIES
|
||
(FORMERLY DELTA MUTUAL INC. AND SUBSIDIARIES)
|
||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
Years ending December 31,
|
||||||||
2013
|
2012
|
|||||||
Net income (loss)
|
$ | (87,107 | ) | $ | 5,043,149 | |||
Other comprehensive income (loss):
|
||||||||
Foreign currency translation adjustment
|
(263,592 | ) | (48,556 | ) | ||||
Net change in other comprehensive income (loss)
|
(263,592 | ) | (48,556 | ) | ||||
Comprehensive income (loss)
|
$ | (350,699 | ) | $ | 4,994,593 |
DELTA INTERNATIONAL OIL AND GAS, INC. AND SUBSIDIARIES |
(FORMERLY DELTA MUTUAL INC. AND SUBSIDIARIES) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
From December 31, 2011 to December 31, 2013 |
Accumulated
|
||||||||||||||||||||||||
Number of
|
Other
|
|||||||||||||||||||||||
Common
|
Common
|
|
Paid in
|
Accumulated
|
Comprehensive
|
|||||||||||||||||||
Shares
|
Stock
|
Capital
|
Deficit
|
Income
|
Total
|
|||||||||||||||||||
Balance January 1, 2012
|
31,507,026 | $ | 3,151 | $ | 6,550,576 | $ | (5,354,386 | ) | $ | (154,367 | ) | $ | 1,044,974 | |||||||||||
Issuance of common stock for services to related party (valued at $0.35 per share)
|
10,000 | 1 | 3,499 | - | - | 3,500 | ||||||||||||||||||
Issuance of common stock for partial settlement of note payable
|
475,000 | 48 | 213,703 | - | - | 213,750 | ||||||||||||||||||
Warrants issued to Trazik Management to prepare feasibility study report for potential business opportunity regarding alternative energy manufacturing business in India including tax incentives offered by the government of India and suitable locations. For 260,868 shares at $.42 per share
|
109,561 | 109,561 | ||||||||||||||||||||||
Warrants for 50,000 shares at $.22 per share issued to James D. Eger for geological services/interpretation/gathering information on Valle de Lerma and Selva Maria
|
18,999 | 18,999 | ||||||||||||||||||||||
Shares issued for services
|
18,800 | $ | 2 | 3,758 | 3,760 | |||||||||||||||||||
Net income
|
5,043,149 | 5,043,149 | ||||||||||||||||||||||
Foreign Currency Adjustment
|
(48,556 | ) | (48,556 | ) | ||||||||||||||||||||
Balance December 31, 2012
|
32,010,826 | 3,201 | 6,900,096 | (311,237 | ) | (202,923 | ) | 6,389,137 | ||||||||||||||||
Issuance of shares for investment in mineral property
|
76,000 | 7 | (7 | ) | - | |||||||||||||||||||
Sale of shares (valued at $0.24 per share)
|
252,000 | 25 | 60,455 | 60,480 | ||||||||||||||||||||
Warrants for 1,000,000 at $.20 issued to Chairman of the Board
|
60,938 | 60,938 | ||||||||||||||||||||||
Net income
|
(87,107 | ) | (87,107 | ) | ||||||||||||||||||||
Foreign Currency Adjustment
|
(263,592 | ) | (263,592 | ) | ||||||||||||||||||||
Balance December 31, 2013
|
32,338,826 | $ | 3,233 | $ | 7,021,482 | $ | (398,344 | ) | $ | (466,515 | ) | $ | 6,159,856 |
DELTA INTERNATIONAL OILA AND GAS, INC. AND SUBSIDIARIES |
(FORMERLY DELTA MUTUAL INC. AND SUBSIDIARIES) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
Years ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from Operating Activities:
|
||||||||
Net Income
|
$ | (87,107 | ) | $ | 5,043,149 | |||
Adjustments to reconcile net earnings to net cash used in operating activities:
|
||||||||
Gain on sale of bidding rights and unevaluated oil and gas properties
|
- | (7,244,716 | ) | |||||
Gain on settlement of contested liabilities
|
- | (134,254 | ) | |||||
Stock based compensation
|
- | 116,821 | ||||||
Issuance of warrants for services
|
60,938 | - | ||||||
Changes in operating assets and liabilities
|
(217,648 | ) | 835,131 | |||||
Net cash provided by (used in) operating activities
|
(243,817 | ) | (1,383,869 | ) | ||||
Cash flows from investing activities:
|
||||||||
Oil and gas properties exploration and development costs
|
(115,070 | ) | (251,576 | ) | ||||
Investment in oil refinery
|
- | (161,995 | ) | |||||
Purchases of furniture and equipment
|
- | (36,970 | ) | |||||
Proceeds from sales of oil and gas properties and bidding rights
|
500,000 | 3,499,958 | ||||||
Investment in mineral properties
|
- | (36,215 | ) | |||||
Net cash provided by investing activities
|
384,930 | 3,013,202 | ||||||
Cash flows from financing activities:
|
||||||||
Settlement of notes payable to related parties
|
(623,970 | ) | - | |||||
Principal payment on on long term debt
|
- | (50,000 | ) | |||||
Proceeds from sales of common stock
|
60,479 | - | ||||||
Net cash used in financing activities
|
(563,491 | ) | (50,000 | ) | ||||
Effect of Exchange Rates on Cash
|
305,890 | 159,260 | ||||||
Net increase in cash
|
(116,489 | ) | 1,738,593 | |||||
Cash - Beginning of period
|
1,949,896 | 211,303 | ||||||
Cash - End of period
|
$ | 1,833,407 | $ | 1,949,896 | ||||
Changes in operating assets and liabilities consists of:
|
||||||||
(Increase) decrease in advances and other receivables
|
$ | - | $ | 4,674 | ||||
(Increase) decrease in other assets
|
- | 692 | ||||||
Increase (decrease) in accounts payable and accrued expenses
|
(217,648 | ) | 96,176 | |||||
Increase (decrease) in liabilities for uncertain tax positions
|
- | 100,000 | ||||||
Increase (decrease) in income taxes payable
|
- | 633,589 | ||||||
Changes in assets and liabilities
|
$ | (217,648 | ) | $ | 835,131 | |||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$ | 130,686 | $ | - | ||||
Cash paid for income taxes
|
$ | - | $ | 50,000 | ||||
Supplementary information:
|
||||||||
Issuance of common stock for debt and accrued interest
|
$ | - | $ | 213,750 | ||||
Issuance of warrants for unproved oil and gas properties
|
$ | - | $ | 18,999 |
Concession
Investments
|
Exploration
Rights
|
Total
|
||||||||||
At January 1, 2012
|
$ |
875,130
|
$
|
1,240,150
|
$
|
2,115,280
|
||||||
Drilling and development costs
|
6,087
|
577,533
|
583,620
|
|||||||||
Sale of 50% interest in Tartagal & Morillo
|
(255,284
|
)
|
—
|
(255,284
|
)
|
|||||||
Translation gain (loss)
|
(80,450
|
)
|
(368,142
|
)
|
(448,632
|
)
|
||||||
At December 31, 2012
|
545,483
|
1,449,541
|
1,995,024
|
|||||||||
Concession payments
|
--
|
115,070 |
115,070
|
|||||||||
Translation gain (loss)
|
(135,129)
|
(365,076
|
)
|
(500,205
|
)
|
|||||||
At December 31, 2013
|
$ |
410,354
|
$
|
1,119,535
|
$
|
1,609,889
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Oilfield equipment
|
$
|
52,079
|
$
|
66,525
|
||||
Furniture and equipment
|
9,768
|
9,768
|
||||||
Less accumulated depreciation
|
---
|
---
|
||||||
Total property and equipment
|
$
|
61,698
|
$
|
76,293
|
December 31,
|
||||||||
Short – term debt
|
2013
|
2012
|
||||||
Note payable to third party, interest at 6%, due August 10, 2011
|
15,000
|
15,000
|
||||||
Note payable to third party interest at 6%, due September 20, 2007
|
60,000
|
60,000
|
||||||
Notes payable to third party, interest at 6%, due August 10, 2011.
|
--
|
--
|
||||||
Total
|
$
|
75,000
|
$
|
75,000
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Notes payable to three investors, interest at 8%, due July 2014
|
$
|
150,655
|
$
|
150,655
|
||||
Notes payable to shareholders and related parties, interest at 6%, due May 1, 2013
|
--
|
623,970
|
||||||
Total
|
150,655
|
774,625
|
||||||
Less current portion
|
--
|
623,970
|
||||||
$
|
150,655
|
$
|
150,655
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Accrued compensation
|
$
|
57,792
|
$
|
46,020
|
||||
Accrued interest
|
86,208
|
175,789
|
||||||
Total
|
$
|
144,000
|
$
|
221,809
|
2013
|
2012
|
|||||||
Current:
|
||||||||
Federal
|
$ | - | $ | 508,821 | ||||
Foreign
|
- | 100,000 | ||||||
State
|
- | 174,769 | ||||||
$ | - | $ | 783,590 | |||||
Deferred
|
||||||||
Federal
|
$ | - | $ | - | ||||
Foreign
|
- | - | ||||||
State
|
- | - | ||||||
$ | - | $ | - |
2013
|
2012
|
|||||||
Tax provision (benefit) computed at federal statutory rate
|
$ | (30,487 | ) | $ | 2,039,000 | |||
Increase (decrease in taxes resulting from:
|
||||||||
Permanent differences
|
(328,248 | ) | 47,590 | |||||
Increase in liability for uncertain tax positions
|
- | 100,000 | ||||||
Utilization of net operating loss carryforward
|
- | (1,578,000 | ) | |||||
State taxes - net of federal benefit
|
- | 175,000 | ||||||
Valuation allowance
|
358,735 | - | ||||||
$ | - | $ | 783,590 |
Weighted
Average
|
Weighted
Average
|
Aggregated
|
||||||||||||||
Exercise
|
Contractual
|
Intrinsic
|
||||||||||||||
Warrants
|
Price
|
Term
|
Value
|
|||||||||||||
Outstanding, January 1, 2012
|
7,900,649 | $ | 0.21 |
6.00 years
|
$ | 228,019 | ||||||||||
Granted
|
404,868 | 0.34 | 6.00 | 3,320 | ||||||||||||
Expired/Cancelled
|
(94,000 | ) | 0.20 | - | - | |||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Outstanding, December 31, 2012
|
8,211,517 | 0.21 | 5.04 | - | ||||||||||||
Granted
|
1,000,000 | $ | 0.20 | 5.00 | 200,000 | |||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Outstanding, December 31, 2013
|
9,211,517 | $ | 0.21 |
4.13 years
|
$ | 691,052 | ||||||||||
Exercisable, December 31, 2013
|
8,524,017 | $ | 0.21 |
4.07 years
|
$ | 636,052 |
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension Value
and Nonquali-
fied Deferred
Compensation
Earnings
($)
|
All Other
Compen-
sation
|
Total
($)
|
||||||||||||
Daniel R. Peralta, Chief Executive Officer (through November 7, 2012 (1)
|
2011
|
$ | 200,000 | $ | 200,000 | ||||||||||||||||
2012
|
$ | 316,922 | $ | 316,922 | |||||||||||||||||
Malcolm W. Sherman, Executive Vice President and Chief Executive Officer from November 8, 2012(1)
|
2011
|
$ | 150,000 | $ | 150,000 | ||||||||||||||||
2012
|
$ | 238,076 | $ | 238,076 | |||||||||||||||||
2013
|
$ | 238,824 | $ | 238,824 |
(1)
|
Dr. Peralta was appointed President and Chief Executive Officer on January 20, 2009, and was succeeded in that position by Malcolm W. Sherman on November 8, 2012 following Dr. Peralta’s death on November 7, 2012.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive Plan
Awards: Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
Market Value
of Shares
or Units of
Stock
That Have
Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned
Shares, Units or Other Rights That Have Not Vested
(#)
|
Equit
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other
Rights That
Have Not
Vested
($)
|
|||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||
Malcolm
|
||||||||||||||||||||
Sherman
|
632,962 | $ | 0.20 |
12/14/2018
|
Name
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
||||||||||
Santiago Peralta
|
$ | 60,000 | $ | 60,000 | |||||||||||||
Phillips W. Smith |
Warrant to Purchase 1,000,000 Shares of Common Stock.
|
$ | 200,000 |
Name and Address of Beneficial Owner*
|
Number of
Shares
Owned
Beneficially
|
Percentage** | ||||||
Santiago Peralta (1) | 9,898,344 | 27.71 | % | |||||
Pablo Peralta(1) | 9,693,844 | 27.29 | % | |||||
West Coast Enterprises Limited
|
2,116,717 | 6.55 | % | |||||
Partnership | ||||||||
3225 McLead Dr. #110 | ||||||||
Las Vegas, NV 89121-2257
|
||||||||
Malcolm W. Sherman (2)
|
1,632,962 | 4.95 | % | |||||
Phillips W. Smith (3) | 1,000,000 | 3.00 | % | |||||
All Officers and Directors as a Group (3 persons) | 12,531,306 | 33.55 | % |
2013
|
2012
|
|||||
$ | 25,000 | $ | 25,000 |
2013
|
2012
|
|||||
$ | 25,000 | $ | 25,000 |
2013
|
2012
|
|||||
$ | -0- | $ | -0- |
Exhibit No.
|
Description of Exhibits
|
|
3.1 |
Articles of Incorporation of the Company, as currently in effect, incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Company's Registration Statement on Form 10-SB filed with the Commission on June 15, 2000.
|
|
3.1a | Amendment to Certificate of Incorporation, filed September 1, 2004. Incorporated herein by reference to Exhibit 3.1a to the Company's Current Report on Form 8-K, filed with the Commission on September 3, 2004. | |
3.1b
|
Form of Restatement of Certificate of Incorporation of Delta Mutual, Inc., as amended. Incorporated herein by reference to Exhibit 3.1b to the Company's Quarterly Report on Form 10-QSB, filed with the Commission on November 15, 2004.
|
|
3.2
|
By-Laws of the Company. Incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the Company's Registration Statement on Form 10-SB filed with the Commission on June 15, 2000.
|
|
3.2a
|
Amendment to Article III, Section I of the By-Laws. Incorporated herein by reference to the Company's quarterly report on Form 10-QSB, filed with the Commission on November 21, 2000.
|
|
3.2b
|
Amended and Restated By-Laws. Incorporated herein by reference to Exhibit 3.2b to the Company’s quarterly report on Form 10-Q, filed with the Commission on May 21, 2012.
|
|
3.1c
|
Certificate of Amendment to Certificate of Incorporation, filed June 26,2007. Incorporated herein by reference to, Exhibit 3.1c to the Company's quarterly report on Form 10- QSB, filed with the Commission on August 10, 2007.
|
|
3.1d
|
Form of Restatement of Certificate of Incorporation of Delta Mutual, Inc., as amended. Incorporated herein by reference to Exhibit 3.1d to the Company's quarterly report on Form 10- QSB, filed with the Commission on August 10, 2007.
|
|
3.1e
|
Certificate of Amendment to Certificate of Incorporation,
filed May 13, 2009. Incorporated herein by reference to
Exhibit 3.1e to the Company’s Quarterly Report on Form 10-Q,
filed with the Commission on August 6, 2009.
|
|
3.1f
|
Form of Restatement of Certificate of Incorporation of the
Company, as amended. Incorporated herein by
reference to Exhibit 3.1f
to the Company’s Quarterly Report on Form 10-Q, filed with
the Commission on August 6, 2009.
|
|
4.2a
|
Delta Mutual, Inc. 2004 Stock Option Plan. Incorporated
herein by reference to Exhibit B to the Company's
Definitive Proxy Statement, filed with the Commission on June
16, 2004.
|
|
4.6
|
4% Convertible Promissory Note of the Company due May 2006
issued in the principal amount of $193,740 on May 12, 2004.
Incorporated herein by reference to Exhibit 4.6 to the
Company's Quarterly Report on Form 10-QSB, filed with the
Commission on November 15, 2004.
|
|
4.6a
|
Amendment, dated as of May 2, 2006, to 4% Convertible
Promissory Note in the principal amount of $193,740.
Incorporated herein by reference to Exhibit 4.6a to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.
|
Exhibit No.
|
Description of Exhibits | |
4.6b
|
Amendment, dated as of July 6, 2006, to 4% Convertible
Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6b to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.
|
|
|
||
4.6c
|
Amendment, dated as of September 8, 2006, to 4% Convertible
Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6c to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.
|
|
|
||
4.6d
|
Amendment, dated as of November 21, 2006, to 4% Convertible
Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6d to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 2, 2007.
|
|
4.6e
|
Amendment, dated April 4, 2007, to 4% Convertible Promissory Note in the Principal Amount of $193,740. Incorporated herein by reference to Exhibit 4.6e to the Company's quarterly report on Form 10-QSB, filed with the Commission on August 10, 2007.
|
|
4.6f
|
Amendment, dated September 7, 2007 to Convertible Promissory Note in the principal amount of $193,740. Incorporated herein by reference to Exhibit 4.6f to the Company's quarterly report on Form 10-QSB, filed with the Commission on November 9, 2007.
|
|
10.15
|
Strategic Alliance Agreement, dated September 10, 2003,
between Delta-Envirotech, Inc. and ZAFF International Ltd. Incorporated herein by reference to Exhibit 99.2 to the
Company's current report on Form 8-K, filed with the
Commission on January 22, 2004.
|
|
10.16
|
Agreement, dated January 14, 2004, by and between Delta
Mutual, Inc. and Hi-Tech Consulting and Construction,
Inc. Incorporated herein by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-KSB, filed with the
Commission on April 6, 2004.
|
|
10.26
|
Executive Employment Agreement, dated May 23, 2005, between Delta Mutual, Inc. and Martin G. Chilek. Incorporated herein by reference to Exhibit 10.26 to the Company's Current Report on Form 8-K, filed with the Commission on May 25, 2005.
|
|
|
||
10.33e
|
Form of Amended and Restated 8% Term Notes issued March 6, 2008 by Delta Mutual, Inc. in the aggregate principal amount of $150,655. Incorporated herein by reference to Exhibit 10.33e to the Company’s Annual Report on Form 10-KSB, filed with the Commission on April 15, 2008.
|
|
10.35
|
Membership Interest Purchase Agreement, dated March 4, 2008, between Delta Mutual, Inc. and Egani, Inc. Incorporated herein by reference to Exhibit 10.35 to the Company’s Current Report on Form 8-K, filed with the Commission on March 11, 2008.
|
Exhibit No.
|
Description of Exhibits | |
10.36
|
Consulting Services Agreement, dated September 10, 2007, between Delta Mutual, Inc. and Security Systems International, Inc. Incorporated herein by reference to Exhibit 10.36 to the Company’s Current Report on Form 8-K, filed with the Commission on March 11, 2008.
|
|
10.37
|
Form of 6% promissory notes issued March 6, 2008 by the Company in the aggregate principal amount of $121,000. Incorporated herein by reference to Exhibit 10.37 to the Company’s Current Report on Form 8-K, filed with the Commission on March 11, 2008.
|
|
10.37a
|
Amendment, dated September 2, 2008,to 6% Promissory Note in the principal amount of $21,000. Incorporated herein by reference to Exhibit 10.37a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.
|
|
10.37b
|
Amendment, dated as of September 18, 2008, to 6% Promissory Note in the principal amount of $100,000. Incorporated herein by reference to Exhibit 10.37b to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 18, 2008.
|
|
10.38
|
6% Promissory Note of the Company issued in the principal
amount of $20,000 on April 15, 2008. Incorporated herein
by reference to Exhibit 10.38 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on July 3,
2008.
|
|
10.38a
|
Amendment, dated as of October 8, 2008, to 6% Promissory
Note in the principal amount of $20,000. Incorporated herein
by reference to Exhibit 10.38a to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008.
|
|
10.39
|
6% Promissory Note of the Company issued in the principal
amount of $9,550 on April 28, 2008. Incorporated herein
by reference to Exhibit 10.39 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on July 3,
2008.
|
|
10.39a
|
Amendment, dated as of October 10, 2008, to 6% Promissory
Note in the principal amount of $9,550. Incorporated herein
by reference to Exhibit 10.39a to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008.
|
|
|
||
10.40
|
6 % Promissory Note of the Company issued in the principal
amount of $16,900 on May 14, 2008. Incorporated herein
by reference to Exhibit 10.40 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on July 3,
2008.
|
|
10.40a
|
Amendment, dated as of November 4, 2008, to 6% Promissory Note
in the principal amount of $16,900. Incorporated herein
by reference to Exhibit 10.40a to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008.
|
Exhibit No. | Description of Exhibits | |
10.42
|
6% Promissory Note of the Company issued in the principal
amount of $22,413 on July 7, 2008. Incorporated herein
by reference to Exhibit 10.42 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November
18, 2008.
|
|
10.43
|
6% Promissory Note of the Company issued in the principal
amount of $13,350 on September 18,2008. Incorporated herein
by reference to Exhibit 10.43 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November
18, 2008.
|
|
10.44
|
6% Promissory Note of the Company issued in the principal
amount of $16,650 on September 19,2008. Incorporated herein
by reference to Exhibit 10.44 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008.
|
|
10.45
|
6% Promissory Note of the Company issued in the principal
amount of $10,000 on October 3, 2008. Incorporated herein
by reference to Exhibit 10.45 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008.
|
|
|
||
10.46
|
6% Promissory Note of the Company issued in the principal
amount of $28,500 on October 22, 2008. Incorporated herein
by reference to Exhibit 10.46 to the Company’s Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008.
|
|
10.47
|
6% Promissory Note dated as of November 20, 2008 by Delta
Mutual, Inc. to Santiago Peralta in the principal amount of
$14,000. Incorporated herein by reference to Exhibit 10.47 to the
Company’s Annual Report on Form 10-K, filed with the Commission on
April 14, 2009.
|
|
10.48 |
Amendment dated as of November 24, 2008 to 6% promissory notes issued to Egani, Inc. in the aggregate principal amount of $43,900.
Incorporated herein by reference to Exhibit 10.48 to the
Company’s Annual Report on Form 10-K, filed with the Commission on
April 14, 2009.
|
10.48a
|
Second Amendment, dated as of April 16, 2009, to 6% promissory notes
issued to Egani, Inc. Incorporated herein by reference to Exhibit 10.48a
to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 20, 2009.
|
|
|
||
10.48.1
|
Amendment dated as of December 14, 2008 to 6% promissory notes issued to Security Systems International, Inc. in the aggregate principal amount of $136,900. Incorporated herein by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
Exhibit No. | Description of Exhibits | |
10.49a
|
Second Amendment, dated as of April 16, 2009, to 6% promissory notes issued to Security Systems International, Inc. Incorporated herein by reference to Exhibit 10.49a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 20, 2009.
|
|
10.49
|
6% Promissory Note dated as of December 15, 2008 to Security Systems International, Inc. in the principal amount of $8,190. Incorporated herein by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.50
|
6% Promissory Note dated as of January 22, 2009 to Security Systems International, Inc. in the principal amount of $7,686. Incorporated herein by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.51
|
6% Promissory Note dated as of February 10, 2009 to Security Systems International, Inc. in the principal amount of $15,950. Incorporated herein by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.52
|
6% Promissory Note dated as of February 18, 2009 to Security Systems International, Inc. in the principal amount of $5,000. Incorporated herein by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.53
|
6% Promissory Note dated as of February 19, 2009 to Malcolm W. Sherman in the principal amount of $5,000. Incorporated herein by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.54
|
6% Promissory Note dated as of March 20, 2009 to Security Systems International, Inc. in the principal amount of $19,767. Incorporated herein by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.55
|
6% Promissory Note dated as of March 25, 2009 to Security Systems International, LLC in the principal amount of $8,577. Incorporated herein by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.56
|
6% Promissory Note dated as of April 2, 2009 to Security Systems International, LLC in the principal amount of $14,987. Incorporated herein by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.57a
|
Amended and Restated 6% Promissory Noted dated as of April 15, 2009 to Security Systems International LLC. Incorporated herein by reference to Exhibit 10.57a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 6, 2009.
|
|
10.58
|
Agreement, dated as of November 1, 2009, between the Company and Valucorp. Incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 15, 2010.
|
Exhibit No. | Description of Exhibits | |
10.59
|
Note Extension Agreement, dated December 31, 2009, between the Company and Neil Berman, the Anthony Panariello Trust, the Danielle Panariello Trust and the Michaela Panariello Trust. Incorporated herein by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 15, 2010.
|
|
10.60
|
Partnership Agreement on Kaia Mining Properties, dated March 12, 2010, by and among Southamerican Hedge Fund, Oscar Daniel Chedrese and Servicios Mineros SA. Incorporated herein by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed with the Commission on May 16, 2011.
|
|
10.61
|
Form of Common Stock Purchase Warrant issued December 15, 2011. Incorporated by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K, filed with the Commission on December 28, 2011.
|
|
10.62
|
Form of Common Stock Warrant issued to Phillips W. Smith. Incorporated herein by reference to Exhibit 10.62 to the Company’s Current Report on Form 8-K, filed with the Commission on May 14, 2014.
|
|
10.63 |
Executive Employment Agreement, dated March 23, 2010, between the Company and Malcolm W. Sherman, filed herewith.
|
|
10.64 |
Cooperation Agreement, dated December 20, 2011, between the Company and Principle Petroleum Limited, filed herewith.
|
|
31
|
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32
|
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
DELTA INTERNATIONAL OIL & GAS INC. | |||
Dated: September 30, 2014 | |||
By:
|
/s/ Malcolm W. Sherman | ||
|
Malcolm W. Sherman | ||
President, Chief Executive Officer and Principal Financial and Accounting Officer |
/s/ Malcolm W. Sherman
|
|
Malcolm W. Sherman,
Chief Executive Officer and Director
|
/s/ Santiago Peralta
|
|
Santiago Peralta
|
|
Director
|
/s/ Phillips W. Smith
|
|
Phillips W. Smith
|
|
Director
|
|
1.
|
Employment.
|
|
2.
|
Duties of Executive.
|
|
3.
|
Compensation.
|
|
A.
|
A fixed salary of $350,000 (Three hundred and Fifty Thousand dollars) per year (base salary), payable in accordance with the customary payroll practices of the Company, but in no event less frequently than monthly. The Base Salary shall be reviewed not later than the end of each calendar year that Executive is employed by Company. Company may directly or indirectly withhold from any payments made under this Agreement all Federal, state, city, local or other taxes as shall be required pursuant to law or governmental regulation or ruling.
|
B.
|
|
|
C.
|
Bonus. Executive shall be included, in a manner consistent with his position, in any bonus system, bonus pool, incentive compensation, profit sharing, deferred compensation or similar plan or program for its principal executive officer, senior executives, officers or employees that may be implemented from time to time by the Board.
|
|
D.
|
Stock Options. Executive shall be included, in a manner consistent with his position, in any stock option plan(s) for its principal executive officer, senior executives, officers and/or employees of Company in general, that may be established from time to time by the Board.
|
|
E.
|
Additional Benefits. Except as modified by this Agreement, Executive shall be entitled to participate in the Company’s group health insurance plan and any other benefit plans (including pension or retirement plans) as are made available to its principal executive, senior executives, officers and/or employees of the Company in general. Notwithstanding the foregoing, nothing in this Agreement shall preclude the amendment or termination of the Company’s group health insurance plan or any other benefit plan or program, provided that such amendment or termination is applicable to all employees of Company. In addition, Executive shall be entitled to not less than fifteen (15) days of paid vacation per calendar year during the period that this Agreement is in effect. The carry-over of any unused vacation days will be governed by and in accordance with Company policy.
|
|
F.
|
Business Expenses. Company shall pay or reimburse Executive for all reasonable, necessary and usual business expenses incurred by Executive in connection with the performance of his duties and obligations under this Agreement, subject to Executive’s presentation of appropriate documentation and receipts and in accordance with such procedures as Company may from time to time establish for its principal executive officers, consistent with the need to preserve any deductions to which Company may be entitled for Federal tax purposes.
|
|
4.
|
Term and Termination
|
|
A.
|
This Agreement shall commence on March 23
rd
of the year 2010 and shall continue in effect for a period of five (5) years (the “ Initial Term”). Thereafter the Initial Term shall be extended for additional two-year periods ( the “Additional Term”). If neither party has given the other party notice of termination at least ninety (90) days prior to the end of the Initial Term of the then current Additional Term.
|
|
B.
|
Performance Benefits:
Executive shall be eligible for additional compensation from the Company based on his ability to provide through his efforts an increase in Corporate profits as defined under existing accounting practices, which cause an increase in any quarter filings which demonstrate an increase in any quarter filings which demonstrate an increase over and above the corresponding quarter filings of the year 2005 during the first year of agreement. For the second year of this agreement the bonus shall be computed on the quarterly reports of the company for the year 2006. For the third year of the contract, the bonus shall be based on the performances of the quarterly reports of the year 2007 and the 4
th
year of the agreement, the bonus shall be based on the Quarterly reports of the year 2008 and continue the same for the quarterly filings for the years 2009. Each subsequent year of this agreement. Such bonus shall pooled with other senior executives be computed as a total pool equal to Fifteen per cent (15 %) of the net profits as provided in any 10Q (or 10K) as filed to the SEC. Such sums are due and payable to the Executive within 10 days of said filings to the SEC. The Board of Directors is responsible for the selection of the % of the pool to be apportioned between the so described Senior Executives.
|
DELTA MUTUAL, INC.
|
||
By:
|
/s/ Daniel R. Peralta
|
|
Dr. Daniel R. Peralta
|
||
President, CEO and Chairman of the Board
|
||
EXECUTIVE
|
||
By:
|
/s/ Malcolm Sherman
|
|
Malcolm W. Sherman
|
|
1)
|
Cooperation. The PARTIES shall jointly develop the Rights in the Designated Areas through one or more than one cooperation entity ("Cooperation Entity" or UTE (Union Transitoria de Empresas)) jointly owned by the PARTIES in the proportion set out in Annex I.
|
|
2)
|
Transfer and Assignment of Interest.
|
|
a)
|
After the signing of this Agreement, SAHF shall assign and transfer all the Rights in the Designated Areas to the Cooperation Entity, the ownership of which is as per instruction and documents provided by PPL.
|
|
b)
|
After the payment of the Installment 4 as referred to in Paragraph 3(d) below:
|
|
(i)
|
SAHF shall assign and transfer 9% interest in the Rights in the area of Tartagal ("Tartagal Area ") in the province of Salta to PPL and cause PPL to be registered as the owner of such 9% interest and shall deliver to PPL all document s evidencing the completion of such transfer and registration ; and
|
(ii) | SAHF shall assign and transfer 9% interest in the Rights in the area of Mori llo ("Morillo Area ") in the province of Salta to PPL and cause PPL to be registered as the owner of such 9% interest and shall deliver to PPL all documents evidencing the completion of such transfer and registration. |
|
3)
|
Specific Terms. According to the installment schedule set out in Paragraphs 3(a) to 3(d) below, PPL shall deliver to SAHF, according to the wiring instruction s as indicated in "ANNEX II," an amount of TEN MILLION UNITED STATES DOLLARS (USD 10,000,000) for entering into the joint ventures as set out in this Agreement.
|
a)
|
Installment 1
|
USD 0.5 million to be paid within 10 days after execution of this Agreement
|
b)
|
Installment 2
|
USD 1 million to be paid on or before 31 January 2012
|
c)
|
Installment 3
|
USD 0.5 million to be paid on or before 28 February 2012
|
d)
|
Installment 4
|
USD 8 million to be paid on or before 30 April 2012 after SAHF has provided all evidence showing the completion of the transfer of all the Rights to one or more than one Cooperation
|
|
4)
|
Joint Operations.Operations in all Designated Areas will be governed by an "Operating Agreement" to be executed by the PARTIES when the Rights are transferred to the Cooperation Entity. The "Operating Agreement" will contain provisions establishing an Operating Committee.Both PARTIES will have representatives on the Operating Committee with SAHF designated as the Operator.
|
|
a)
|
SAHF hereby warrants and represents that SAHF is the sole owner of, and has good and marketable title, to the Rights in each Designated Area, the Tartagal Area and the Morillo Area and the Rights are free and clear of all liens, claims, liabilities or encumbrances of any type whatsoever.
|
|
b)
|
SAHF hereby warrants and represents that it will deliver to PPL any and all records, documents, copies of governmental filings and any other items, assets or information relating to the Designated Areas, the Tartagal Area and the Morillo Area after the signing of this Agreement.
|
|
c)
|
SAHF hereby warrants and represents that as of the date hereof, there are no actions, suits, claims or proceedings pending, or to the knowledge of SAHF, threatened, in any court, administrative agency, arbitrator, or governmental body against SAHF or its empl oyees or, any of the Rights which may have an adverse effect on the Rights mentioned in thi s Agreement.
|
|
d)
|
PPL hereby warrants and represents that as of the date hereof, there are no actions, suits, claims or proceedings pending, or to the knowledge of PPL, threatened, i n any court, administrative agency, arbitrator, or governmental body against
PPL
or its employees or, any of the Rights which may have an adverse effect on the Rights mentioned in th is Agreement.
|
|
e)
|
PPL
hereby warrants and represents that it has sufficient business and financial experience to reasonably protect its own interest under this Agreement.
|
|
5)
|
No
Circumvention and Confidentiality.
A ll the information that one PARTY gives to the other PARTY pursuant to this Agreement shall be considered confidential information
("Confidential Information "),
unless there is explicit written authorization to the contrary. For this purpose:
|
|
a)
|
The PARTY that receives the Confidential Information (herein after referred to as the "RECEIVING PARTY") must maintain the Confidential Information in strict confidence and shall not disclose, publish, exhibit, transfer or make it known in any other way and for any reason , completely or partially, to persons not authorized to access such Confidential Information, including media, clients, financers and other individuals or entities, without previous written consent from the PARTY that provided the such Confidential Information (hereinafter referred to as the "REVEA LING PARTY"), until the PARTIES decide by mutual agreement on when will the public diffusion of such Confidential Information is convenient.
|
|
b)
|
Each PARTY agrees to exercise in the management and filing of the Confidential Information received by the other PARTY, controls, protects and guards at least as strict as it employs on the management and archiving of its own private data and information.
|
|
8)
|
Survival of Warranties.
All representations, warranties, covenants and agreements contained i n this Agreement and i n any document, certificate, or other instrument delivered pursuant hereto or in connection with the transaction contemplated hereby are true now and will survive throughout the term of this Agreement.
|
|
9)
|
PPL's Indemnification. SAHF
hereby covenants and agrees to indemnify and hold
PPL
harmless from and against and in respect of any and all claim s, losses, expenses, damages, deficiencies, costs, obligations and liabilities including, without limitation, interests, taxes, penalties, assessments, reasonable attorney's fees, together with accountants and other professional fees and other costs and expenses incident to any suit, action or proceeding incurred or sustained by
PPL,
which arise or result from or constitute or related to:
|
|
a)
|
Any claim or demand for fees, commissions or other compensation or payments by any employee, company or similar person claiming to have been prior to the execution of this Agreement or the transaction contemplated hereby; or
|
|
b)
|
Any breach by
SAHF
of any representation , warranty or covenant contained i n this Agreement or document, statement, list of certificate furnished pursuant hereto or delivered herewith; or
|
|
c)
|
Any claim asserted by a third PARTY arising out of or relating to the acts or commission of
SAHF
on or after the Closing related to the Designated Areas, the Tartagal Area and the Morillo Area included in this Agreement.
|
|
10)
|
SAHF's Indemnification. PPL
hereby covenants and agrees to indemnify and hold
SAHF
harmless from and against and i n respect of any and all claims, losses, expenses, damages, deficiencies, costs, obligations and liabilities including, without limitation, interests, taxes, penalti es, assessments, reasonable attorney's fees, together with accountants and other professional fees and other costs and expenses incident to any suit, action or proceeding incurred or sustained by
SAHF,
which arise or result from or constitute or related to:
|
|
a)
|
Any claim or demand for fees, commissions or other compensation or payments by any employee, company or similar person claiming to have been prior to the execution of this Agreement; or
|
|
b)
|
Any breach by
PPL
of any representation, warranty or covenant contained in th is Agreement or document, statement, list of certificate furnished pursuant hereto or delivered herewith.
|
|
11)
|
Term.
This Agreement is valid for an initial term of four (4) years from the execution of the Agreement by the PARTIES. There will be an automatic renewal of subsequent add itional terms of four (4) years UNLESS the PARTIES agree otherwise.
|
|
12)
|
Nominee of PPL.
PPL is entitled to nominate a nominee to take up its rights and obligations under this Agreement.
|
|
13)
|
Miscellaneous.
|
a)
|
Binding Agreement. The PARTIES covenant and agree that this Agreement, i ncluding the recitals, when executed and delivered by the PARTIES, will constitute a legal, valid and bind ing agreement between the PARTJ ES and will be enforceable in accordance with the terms set out herein.
|
|
b)
|
Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the PARTIES, their legal representatives, successors and assigns.
|
|
c)
|
Arbitration. In the event any controversy or dispute arises out of or relating to this Agreement or the breach hereof, each PARTY shall name an arbitrator with in twenty (20) days after either PARTY notifies the other in writing that there is such dispute or controversy existing, and the two (2) arbitrators shall name a third (3rd) arbitrator. If either PARTY fails to select an arbitrator within twenty (20) days as required herein, or if two (2) arbitrators fail to select a third (3rd) arbitrator within fifteen (15) days after both have been appointed, then the Presiding Judge of the Maricopa County Superior Court shall appoint such other arbitrator or arbitrators. In the event that a Spanish language version of this Agreement is created and there is inconsistency between the Spanish language version and the English language version, the English language version will prevail. The arbitrators shall render a binding decision within sixty (60) days after their appointment and shall conduct all proceedings pursuant to Arizona Revised Statutes, Section 12-1501 through Section 12-1517, or the successor Statutes and the Rules of the American Arbitration Association governing commercial transaction s then existing, to the extent that such rules are not inconsistent with said statutes and this Agreement. Said decision shall be binding upon the PARTIES without rights of appeal. Judgment upon the award rendered under arbitration may be entered
in
any court having jurisdiction. The cost of the arbitration procedure shall be borne by the losing PARTY or, if the decision is not clearly in favor of one PARTY or the other, then the costs shall be borne as determined by such arbitration proceeding.
|
|
d)
|
Integration. This Agreement contains the entire understanding of the PARTIES in respect of the cooperation transaction contemplated under this Agreement. All prior and contemporaneous negotiations, agreements, restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein shall be deemed merged into this Agreement. This Agreement supersedes all prior agreements and understandings between the PARTI ES with respect to the subject matter of this Agreement.
|
|
e)
|
Modification
. This Agreement may be waived, changed, amended, discharged or terminated only by an agreement in writing signed by the PARTIES.
|
f) | Notices. All notices, requests, demand s and other communications shall be deemed to have been duly given if mailed, certified or registered mail, postage prepaid: |
|
g)
|
Notification of Clai
m
s. Each PARTY will promptly notify the other of any third party claims against either PARTY relating to the transaction of which it receives knowledge or notice so as to permit such PARTY an opportunity to prepare a timely defense to such claim or to attempt settlement.
|
|
h)
|
Attorney's f
ees. lf any action shall be brought to recover any amount under this Agreement or on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Agreement, the prevailing PARTY shall be entitled to recovery from the other PARTY, as part of prevailing PARTY's costs, reasonable attorney's fees, the amount of which shall be fixed by the court and shall be made a part of any judgment rendered.
|
i) | Governing Law . This Agreement shall be governed and construed in accordance with the Laws of the State of Arizona and shall be binding upon and inure to the benefit of the PARTIES and their heirs, legal representatives , successors and assigns. |
|
j)
|
Venue. The proper venue for any proceeding at law or in equity or under the provision s for arbitration shall be Maricopa County, Arizona.
|
|
k)
|
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
|
l) | Severability. If any portion of this Agreement shall be finally determined by any court of law or government body of competent jurisdiction to violate applicable law or otherwise not to conform to requirements of law and, therefore, to be invalid, the PARTIES will cooperate to remedy or avoid the invalidity, but in any event, will not upset the general balance of relationship created or intended to be created between them as manifested by this Agreement and the instruments referred to herein. Except insofar as it wou ld be an abuse of the foregoing principle, the remaining provisions hereof shall remain in full force and effect. |
|
m)
|
Other documents. The PARTIES shall upon reasonable request of the other, execute such documents as may be necessary or appropriate to carry out the intent of this Agreement.
|
|
n)
|
Headings. The paragraph headings hereof are intended solely for convenience of reference and shall not be construed to explain any of the provisions of this Agreement.
|
|
o)
|
Time is of the Essence. Time is of the essence of this Agreement. |
|
p)
|
No waiver and remedies. No failure or delay on a PARTY's part to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by a PARTY of a right or remedy hereunder preclude any other or further exercise. No remedy or election hereunder shall be deemed exclusive but it shall , whenever possible, be cumulative with all other remedies in law of equity.
|
Delta Mutual Inc
|
|
/s/ Dr Daniel Peralta
|
|
Date: 12/20/2011
|
|
PPL,
|
|
ADAM CARTER-MACKINTOSH, Director
|
|
Date: 20
th
December 2011
|
|
1.
|
The PARTIES agree that 51% will be held by SAHF and 49% will be held by PPL, with independence from the participation of third parties, of the interest held by SAHF in the area of Valle de Lerma in the Province of Salta.
|
|
2.
|
The PARTIES will hold in equal parts, that is to say 50% for each PARTY , with independence from the participation of third parties, of the interest held by SAHF in the area of Selva Maria in the Provi nce of Formosa.
|
|
3.
|
The PARTIES will hold in equal parts, that is to say 50% for each PARTY, with independence from the participation of third parties, of the interest held by SAHF in the area of San Salvador in the Province of Jujuy.
|
|
4.
|
The PARTIES will hold i n equal pat1s, that is to say 50% for each PARTY, with independence from the participation of third parties, of the interest held by SAHF in the area of Libertador in the Province of Jujuy.
|
|
5.
|
The PARTIES will hold in equal parts, that is to say 50% for each PARTY, with independence from the participation of third parties, of the interest which may be acquired by SAHF in the area of La Brea and El Oculto in the Province of Jujuy.
|
|
6.
|
The PARTIES will hold i n equal parts, that is to say 50% for each PARTY, with independence from the participation of third parties, which may be acquired by SAHF in the Area of La Punta in the Province of Formosa.
|
|
7.
|
The PARTIES agree that 50% will be held by PPL and 50% will be held by SAHF, with independence from the participation of third parties, which may be acquired by SAHF in the Area of Rivadavia in the Province of Salta.
|
1.
|
I have reviewed this Annual Report on Form 10-K/A of Delta International Oil & Gas Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting;
|
DATE: September 30, 2014
|
/s/ Malcolm W. Sherman | ||
Malcolm W. Sherman, | |||
Chief Executive Officer and Principal Financial Officer |
|
/s/ Malcolm W. Sherman
|
||
Malcolm W. Sherman | |||
Chief Executive Officer and Principal Financial Officer |