Tri-Valley Corporation (NYSE Amex:TIV) announced today that it has determined, with the concurrence of its Audit Committee of the Board of Directors, that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2010, September 30, 2010, March 31, 2011 and June 30, 2011, should no longer be relied upon and need to be restated to correct (i) the valuation of, and accounting for, the common stock and warrants issued by Company in a registered direct offering (“RDO”) of securities in April 2010, (ii) the accounting for incremental and direct costs incurred to issue common stock in connection with the Company’s April 2011 private placement and various at-the-market offerings of common stock, and (iii) the accounting for the acquisition of certain steam generator assets from the TVC OPUS Drilling Program, L.P.
The restatements are not expected to impact the Company's previously reported total assets, stockholders’ equity, cash, cash equivalents or net changes in cash and cash equivalents as at and for the year ended December 31, 2010, and as at and for the six months ended June 30, 2011.
Re-Assessment of Valuation of, and Accounting for, RDO Common Stock and Warrants
The Company performed a re-assessment of the valuation of common stock and warrants issued in connection with its April 2010 RDO and concluded that the values assigned to the common stock and warrants issued were overstated by $6.5 million. The net proceeds from the April 2010 RDO of $4.6 million ($5.0 million gross proceeds less $0.4 million of stock issuance costs) should have been allocated to the common stock and each series of warrants issued based upon their relative values at the time of issuance. This $6.5 million decrease in the recorded values of the common stock and warrants is expected to result in a decrease of an equal amount in charges made to the results of operations for the year ended December 31, 2010, as part of the restatements.