Threat 1: Equal Capital Raise Access
For most small-cap, pre-revenue companies, there will be a need to raise external capital at least once a year. This usually comes in the form of placements (available to sophisticated investors) or SPP/EOs (available to shareholders). These funds will allow the company to invest in growth activities and cover administrative costs.
This has been the case for Red Sky as the company advances its Killanoola project in South Australia. Their joint venture project is fully funded by Santos to date, so no additional capital is required there. However, oil and gas exploration is a risky and expensive endeavor, so ensuring that shareholders do not suffer unnecessary dilution and have the opportunity to maintain the highest amount of equity upside in future success is important.
When assessing whether access to capital raises has been equal for shareholders, we start by examining all the capital-raising structures in the last few years. In Red Sky's case, we will need to review four years' worth of such transactions, as that was around when the first project acquisition was announced under the new Managing Director, Andrew Knox.
- 23 Sept 2019: $0.78m placement at $0.0025 (link)
- 31 Jul 2020: $0.4m placement at $0.001 (link)
- 6 Nov 2020: $4m 1:1 entitlement offer at $0.002 (link)
- 9 Aug 2021: $3m placement + $4m SPP at $0.008 (link)
As we can see, the smaller placements in 2019 and mid-2020 completely excluded shareholders. However, as the share price rose and interest in Red Sky's strategy increased, the company recognized the need to include the expanded registry in raises. The dilution simulation below confirms this situation.
Date
Pre-raise shareholding
SPP/EO take up
Post raise shareholding
Post raise SOI
Ownership
Opening balance
2,000,000
N/A
N/A
1,253,183,277
0.1596%
23 Sep 2019
2,000,000
-
-
1,566,183,277
0.1277%
31 Jul 2020
2,000,000
-
-
2,036,183,277
0.0982%
6 Nov 2020
2,000,000
2,000,000
4,000,000
4,601,422,197
0.0869%
9 Aug 2021
4,000,000
3,750,000
7,750,000
5,273,477,197
0.1470%
As we can see, the first two capital raises decreased share ownership materially. The November 6, 2020, entitlement offer was well-structured and allowed existing shareholders to double their shareholding if fully subscribed. However, that offer was not well taken up, so the company had to rely on external capital via a shortfall placement. We can see in the latest capital raise the difference an SPP can make for shareholders who take up the full allotment.
While investing in similar style companies, the reality is that capital raises are going to impact your shareholding and ownership. It is always a good idea, therefore, to ensure you have sufficient capital to take up any SPP/EO should you align with the long-term potential of the business.
With this in mind, Red Sky appears to be treating shareholders equally during capital raises.
About equal capital raise access
Threat 2: Setting goals
For most small-cap companies, the events that can happen week-to-week can materially affect the value proposition of the business. Ensuring shareholders remain up to date on the events happening within the company is, therefore, critically important.
For Red Sky, the task of managing goals is rather tricky. Firstly, the Innamincka Dome JV is managed by Santos, and therefore, Red Sky does not have full control of the timelines. Secondly, the company is advancing both exploration activities and development preparation at Killanoola. In the first investor presentation after the Innamincka farmout to Santos, the company released a roadmap:
It is probably obvious that Red Sky has missed most of these goals, as the JV ended up solely focusing on progressing Yarrow first. Yet, the timelines for the subtasks were also missed. The tasks ended up occurring on:
- Seismic: commenced on 10 Oct 2023 (link)
- Appraisal well: commenced on 16 Sep 2022 (link)
- Pipeline: Construction commenced on 6 Feb 2023 (link)
Yet, despite this vast change in goals, the company has kept shareholders well informed at each step of the Yarrow development, which must be commended. Let's now look at the Killanoola operations, which are fully owned and managed by Red Sky. Below is a roadmap released on 17 August 2021:
Killanoola Activity
Guided Dat
Actual date
Timeline achieved?
Notes
Commence testing of Killanoola 1 DW1
Q3 2021
10 Dec 2021
❌
Delayed but not by much, with stable communications
Commence Killanoola oil sales
Q3 2021
N/A
❌
No updates given on the delay. Agreement with Viva signed but oil yet to sell.
Killanoola Seismic
Q1 2022
14 Feb 2022
✅
Altech - Progress update Silumina anodes pilot plant
Full scale Killanoola development
H2 2022
N/A
❌
Development plan outlined but little update on new timelines.
As we can see here, the company hasn't been great at keeping up with their timelines. Although there is a steady stream of progress at both Innamincka and Killanoola, the company should be additionally transparent about how goals are progressing and explain why timelines change. For instance, the initial timeline set for the full-scale development of Killanoola refers to a 3-6 well development (
link), producing uapproximately 300 bopd per well. On paper, this is a fantastic proposition, as a 3-well operation selling at spot WTI prices would yield ~$US27 million in revenue per year. Yet little has been explained regarding why the timeline for this outcome has shifted so far.
Hopefully, Red Sky management can do a better job of following up on changing goals going forward.
About setting goals
Threat 3: Management track record
Examining management's track record can help us understand their strengths and likely strategy for the company. This can be particularly interesting for investors, as numerous past successes by a CEO in one area (technical, financial, etc.) will likely repeat themselves at their current venture.
For Red Sky, Andrew Knox has proven himself to be a well-connected deal maker who sourced lucrative acquisition opportunities and financed them. Let's examine his major deals since he joined as Managing Director.
- 9 July 2018: Andrew Knox joins as Managing Director and CEO (link)
- 10 July 2018: Red Sky acquires Innamincka Dome from Beach Energy for $1 (link)
- 24 October 2018: Red Sky acquires remaining 25% of PRL182 from Bengal Energy for $1 (link)
- 11 September 2019: $9m farmout of Innamincka Dome with Santos (link)
- 6 November 2020: Purchase of Killanoola Oilfield from Beach Energy for $1 (link)
As we can see, these two significant acquisitions and one farmout occurred in a relatively short time frame and positioned the company to receive a 20% near-free carried interest in a Santos JV (Innamincka), while operating 100% of an oilfield (Killanoola).
Notwithstanding the company's ability as oil and gas operators, there is significant evidence to suggest that should Andrew Knox look to acquire new projects, he would be capable of delivering success as he has done in the past.
About management track record