4//SEC Filing
NEW FRONTIER ENERGY INC 4
Accession 0001079973-09-000994
CIK 0001140586operating
Filed
Oct 20, 8:00 PM ET
Accepted
Oct 21, 4:54 PM ET
Size
19.4 KB
Accession
0001079973-09-000994
Insider Transaction Report
Form 4
NEW FRONTIER ENERGY INCNFEI.OB
Veera Samyak
Director10% Owner
Transactions
- Other
Options to acquire Common Stock
2009-10-01+2,857,140→ 13,630,940 total(indirect: Iris Energy Holdings, Ltd.)Exercise: $1.50From: 2007-01-17Exp: 2010-01-17→ Common Stock (2,857,140 underlying) - Other
Common stock Underlying Series C Preferred Stock
2009-10-01+12,380,940→ 32,202,480 total(indirect: Iris Energy Holdings, Ltd.)Exercise: $1.05From: 2006-12-01Exp: 2009-12-01→ Common Stock (12,380,940 underlying) - Other
Options to acquire Common Stock
2009-10-01+4,762,000→ 18,392,940 total(indirect: Iris Energy Holdings, Ltd.)Exercise: $2.00From: 2006-12-01Exp: 2009-12-01→ Common Stock (4,762,000 underlying) - Other
Options to acquire Common Stock
2009-10-01+1,428,600→ 19,821,540 total(indirect: Iris Energy Holdings, Ltd.)Exercise: $2.00From: 2007-01-17Exp: 2010-01-17→ Common Stock (1,428,600 underlying) - Other
Options to acquire Common Stock
2009-10-01+9,523,800→ 10,773,800 total(indirect: Iris Energy Holdings, Ltd.)Exercise: $1.50From: 2006-12-01Exp: 2009-12-01→ Common Stock (9,523,800 underlying)
Holdings
- 3,365,500
Common Stock
Footnotes (7)
- [F1]Effective October 1, 2009, Mr. Veera was appointed the sole director of Iris Energy Holding Ltd., a Somoa company.
- [F2]Between December 1, 2006 and January 17, 2007, Iris Energy used its working capital to purchase 130,000 shares of New Frontier Energy, Inc.'s (the "Issuer") 2.5% Series C Cumulative Convertible Preferred Stock (the "Series C Preferred Stock") and acquired the 12,380,940 warrants to acquire shares of the Issuer's $0.001 par value common stock at a price of $1.50 per share (the "AC Warrants") and 6,190,600 warrants to acquire shares of the Issuer's $0.001 par value common stock at a price of $2.00 per share (the "BC Warrants") for $13,000,000.
- [F3]The terms of the Series C Preferred Stock, the AC Warrants and the BC Warrants contained certain conversation/exercise cap limitations that prevented Iris Energy from acquiring greater than 9.99% beneficial ownership of the shares of Common Stock underlying these securities. These conversation cap limitations expired by their terms on or about October 1, 2009. The Series C Preferred Stock is mandatorily convertible into shares of Common Stock on December 1, 2009.
- [F4]Represents 2,056,500 shares of New Frontier Energy, Inc.'s (the "Issuer") $0.001 par value common stock ("Common Stock") .
- [F5]Represents a two year option to acquire 1,250,000 shares of the Company's Common Stock at a price of $0.20 per share granted to Mr. Veera on August 17, 2009.
- [F6]The Issuer is currently offering on a "best efforts" basis to exchange (the "Exchange Offers") any and all of the Issuer's issued and outstanding Series B Preferred Stock and the accrued and unpaid dividends thereunder and the Series C Preferred Stock and the accrued and unpaid dividends thereunder, for newly issued shares of the Issuer's Common Stock. The Issuer is offering the holders of its Series C Preferred Stock the right to convert the stated value of the Series C Preferred Stock, plus all accrued and unpaid dividends through the Expiration Date, into shares of the Issuer's Common Stock at a price of $0.45 per share (the "Series C Exchange Offer"). The holders of the Series C Preferred Stock will also agree to tender for cancellation the AC Warrants and the BC Warrants.
- [F7]Mr. Veera has advised the Company that Iris Energy intends to accept the offer to exchange its all of its Series C Preferred Stock and all accrued and unpaid dividends thereunder as of the Expiration Date for shares of Common Stock in the Exchange Offerings and to tender its AC Warrants and BC Warrants to the Company for cancellation. Accordingly, as a result of the Exchange Offer, Iris Energy will acquire 30,987,064 shares of the Company's Common Stock from the exchange of its Series C Preferred Stock and tendering the AC Warrants and BC Warrants it owns and will become the majority common shareholder of the Company which amount is not reflected in this Form 4.
Documents
Issuer
NEW FRONTIER ENERGY INC
CIK 0001140586
Entity typeoperating
IncorporatedCO
Related Parties
1- filerCIK 0001140586
Filing Metadata
- Form type
- 4
- Filed
- Oct 20, 8:00 PM ET
- Accepted
- Oct 21, 4:54 PM ET
- Size
- 19.4 KB