text:
EX-99.1
3
exhibit99.htm
A.T. CROSS COMPANY - FORM 8-K MARCH 24, 2008
Exhibit 99.1
News Release
CONTACTS:
Kevin F. Mahoney
Vice President, Finance and
Chief Financial Officer
401-335-8470
Integrated Corporate Relations
James Palczynski
203-682-8200
FOR IMMEDIATE RELEASE
A.T. CROSS COMPANY ACQUIRES NATIVE EYEWEAR INC., THE ORIGINAL BRAND OF ALL SPORTS ALL POLARIZED EYEWEAR
®
-- All-Cash Purchase Expected to be Immediately Accretive --
-- Diversifies Company's Rapidly Growing Sport-Optical Business --
Lincoln, RI - March 24, 2008 - A.T. Cross Company (AMEX: ATX) today announced that it has closed an all cash transaction to purchase Native Eyewear, Inc., a leading supplier of high-quality, branded, sport performance sunglasses and goggles. Native Eyewear, headquartered in Huntingdon Valley, Pennsylvania, is a designer and marketer of a branded line of All Sports All Polarized® sport performance sunglasses and goggles called "Native®", which are distributed throughout the United States under the Native Eyewear brand. Native's products are distributed through a wide range of specialty accounts, including highly respected outdoor retailers such as REI and Eastern Mountain Sports, as well as through L.L. Bean, Paragon Sports and Sports Chalet, to name a few. Native's eyewear products range in retail price points from $100 to $150.
Native will be operated as part of A.T. Cross' Optical Group Segment, which is currently comprised of the highly successful premium priced polarized Costa Del Mar brand, which Cross acquired in 2003. At that time, Costa had revenues of $11 million; in 2007, Costa's revenues had grown to $37 million. The acquisition of Native demonstrates the continued execution by A.T. Cross of its stated strategies, one of which is to acquire and operate multiple authentic sport performance sunglass brands and to manage each brand within the sports category where the brand has roots. Costa Del Mar's roots and authenticity are in the marine sports category; particularly salt and fresh water fishing, and it is now one of the most successful performance sunglass brands in this category. Native's roots are in the outdoor and mountain sports categories where it has been very successful in establishing an important niche.
Native was founded by Mr. Jason Wildman in 1998. Mr. Wildman developed the Native brand and its performance designed polarized sunglasses. The Native brand has developed a tremendously loyal customer base in its ten year history. Native's technologies, integrated into its frames and lenses, have been firsts in industry developments. Recently, Native introduced its first line of Interchangeable Polarized Snow Goggles, which are set to hit the retail stores in September of this year.
A. T. Cross purchased Native Eyewear for total consideration of $17.8 million in cash and the assumption of approximately $1 million of short-term debt. In 2007, Native had revenues of approximately $11 million. Additionally, Cross commented that the deal was expected to be immediately accretive to earnings per share and that, based on current business trends and including expected financing and closing costs, the deal would likely add approximately $0.07 earnings per share, after interest costs, for the full year 2009.
On March 24, 2008, A.T. Cross Company also entered into an amended secured credit facility which provides for borrowings of up to $35 million and expires in 2011.
Chas MacDonald, President of the Cross Optical Group and Costa Del Mar commented, "We are extremely pleased to add the Native brand and its very talented team to our Optical Segment. With a strong presence in the outdoor and mountain sports we believe this new partnership will allow the brand to grow in a dramatic fashion, similar to the exciting growth the Costa Del Mar brand has experienced since we acquired it in 2003. We are another strong step closer to our strategic goal of building a performance optical business that addresses the many categories of sport. Native's combination of strong distribution, proprietary technology, and attractive price points, coupled with its lifestyle marketing philosophy make it a seamless fit with our brand-building and business development strategy".
Jason Wildman, President and Chief Executive Officer of Native Eyewear commented, "We are very pleased to join the A.T. Cross organization. We believe that there is an excellent opportunity to expand our distribution and grow our brand and that the Cross organization will help us achieve those goals. The success they have had with Costa Del Mar shows us that they have a clear path to growth and the expertise necessary to fulfill our potential in the market".
Dave Whalen, President and Chief Executive Officer of A.T. Cross concluded, "We continue to execute against our stated strategies. As we incorporate Native into our family of brands and products, we believe that there is a great opportunity to leverage our operations and their market presence to create another strong business under the Cross umbrella. We believe that we have broadened our opportunity to create value for our shareholders and are energized to demonstrate the strength of the financial and operational platform we have built".
A.T. Cross will host a conference call at 8:30 a.m. ET on March 25, 2008. Parties interested in participating in the conference call may dial-in at (888) 254-3563, while international callers may dial-in at (913) 981-5549. The conference call will be webcast and can be accessed at www.cross.com or www.viavid.net. A recording of the conference call will be available until April 1, 2008 by dialing (888) 203-1112 or (719) 457-0820 for international callers, and entering the passcode of 2486339.
About A.T. Cross Company
Building on the rich tradition of its award-winning writing instruments and reputation for innovation and craftsmanship, A.T. Cross Company is a designer and marketer of branded personal and business accessories. Cross provides a range of distinctive products that appeal to a growing market of consumers seeking to enhance their image and facilitate their lifestyle. Cross products, including award-winning quality writing instruments, leather goods, timepieces, and business accessories and Costa Del Mar sunglasses, are distributed in retail and corporate gift channels worldwide. For more information, visit the A.T. Cross website at www.cross.com, the Costa Del Mar website at www.costadelmar.com and the Native Eyewear website at www.nativeeyewear.com.
Statements contained in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (including but not limited to statements relating to the Company's expected ability to grow Native at a rate similar to the growth rate that Costa Del Mar experienced and the ability of the Company to leverage its existing operations and infrastructure with Native's operations) In addition, words such as "believes", "anticipates", "expects", and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including but not limited to the Company's ability to leverage and integrate where desirable its corporate infrastructure and the optical Group's ability to focus on and grow a new brand, and are not guarantees since there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the forward-looking statements. The information contained in this document is as of March 24, 2008. The Company assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments. Additional discussion of factors that could cause actual results to differ materially from management's expectations is contained in the Company's filings under the Securities Exchange Act of 1934.

text: A.T. CROSS COMPANY

text: Kevin F. Mahoney

text: A.T. CROSS COMPANY

text: NATIVE EYEWEAR INC.

text: A.T. Cross Company

text: Native Eyewear, Inc.

text: Native Eyewear

text: Native

text: Native Eyewear

text: Native

text: Native

text: Native

text: A.T. Cross' Optical Group Segment

text: Cross

text: Native

text: Cross

text: Native

text: Native

text: Jason Wildman

text: Native

text: Native

text: Native

text: Native

text: A. T. Cross

text: Native Eyewear

text: Native

text: Cross

text: A.T. Cross Company

text: Native

text: Native

text: Jason Wildman

text: Native Eyewear

text: Cross

text: Cross

text: Dave Whalen

text: Cross

text: Native

text: Cross

text: Cross

text: A.T. Cross Company

text: A.T. Cross Company

text: Cross

text: Cross

text: Cross

text: Native Eyewear

text: Native

text: Native


dataset: buster

text:
EX-99.1
2
exhibit991toform8-kundergr.htm
EXHIBIT 99.1 (UNDERGROUND SOLUTIONS CLOSING)
Exhibit
Aegion Corporation Completes the
Acquisition of Underground Solutions, Inc.
St. Louis, MO - February 18, 2016 - Aegion Corporation (Nasdaq Global Select Market: AEGN) today announced the completion of the acquisition of Underground Solutions Inc. ("Underground Solutions"), an innovative provider of proprietary fusible PVC technology for the rehabilitation of pressure pipelines. The Company paid approximately $85 million to acquire Underground Solutions and separately paid $5.2 million for the discounted value of tax benefits associated with existing net operating loss carry forwards. The Company funded the transaction with approximately $60 million in cash and the remainder borrowed through its revolving line of credit. The Company expects contributions from Underground Solutions to be accretive to GAAP earnings per share in 2016 with estimated revenues of $50 million and operating margins in excess of 10 percent.
Charles R. Gordon, Aegion's President and Chief Executive Officer, said, "Underground Solutions' patented PVC pipe and pipe fusing technologies, which uniquely complement our Insituform® and Tyfo®/Fibrwrap® customer solutions, will enable Aegion to further advance our strategy to expand in the trenchless pressure pipe rehabilitation market. We are especially pleased to have several key members of Underground Solutions' senior management team, who average more than 20 years of industry experience, join Aegion. These individuals will form an expanded team within our Infrastructure Solutions platform dedicated to this promising end market".
Commenting on the acquisition, Frank R. Firsching, Vice President and General Manager of Underground Solutions, said, "We believe our products offer a distinct advantage to rehabilitate pipelines in water, sewer and conduit applications. We are excited to join Aegion and add our capabilities with their scale and market leading technologies to create a more effective and less disruptive alternative to significantly reduce water loss in aging pipeline infrastructure".
About Aegion
Aegion Corporation is a global leader in infrastructure protection and maintenance, providing proprietary technologies and services: (i) to protect against the corrosion of industrial pipelines; (ii) to rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures; and (iii) to utilize integrated professional services in engineering, procurement,
construction, maintenance and turnaround services for a broad range of energy related industries. Aegion's business activities include manufacturing, distribution, maintenance, construction, installation, coating and insulation, cathodic protection, research and development and licensing. More information about Aegion can be found on our internet site at www.aegion.com.
About Underground Solutions, Inc.
Underground Solutions, Inc. is a leader in water and wastewater infrastructure and process technologies by providing infrastructure technologies for water, sewer and conduit applications. Underground Solutions Fusible PVC® products include, Fusible C-900®, Fusible C-905® and FPVC®, which contain a proprietary PVC formulation that, when combined with its patented fusion process, results in a monolithic, fully-restrained, gasket-free, leak-free piping system. Fusible C-900® and Fusible C-905® both comply with the AWWA standards AWWA C900 and C905, respectively and are certified to NSF 61. More information about Underground Solutions, Inc. can be found at www.undergroundsolutions.com.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Aegion's forward-looking statements in this news release represent its beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to Aegion and on management's beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in this document, the words "anticipate", "estimate", "believe", "plan", "intend, "may", "will" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the "Risk Factors" section of Aegion's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 2, 2015, and in subsequently filed documents. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, Aegion's actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, Aegion does not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by Aegion from time to time in Aegion's filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by Aegion in this news release are qualified by these cautionary statements.
Aegion®, the Aegion® logo, Underground Solutions®, Fusible PVC®, Fusible C-900®, Fusible C-905® and FPVC® are registered trademarks of Aegion Corporation and its affiliates.
CONTACT:
Aegion Corporation
David F. Morris, Executive Vice President and Chief Administrative Officer
(636) 530-8000

label: organization

text: Aegion Corporation

text: Underground Solutions, Inc.

text: Aegion Corporation

text: Underground Solutions Inc.

label: person

text: Frank R. Firsching

text: Aegion Corporation

text: Underground Solutions, Inc.

text: Underground Solutions, Inc.

text: Underground Solutions, Inc.

text: Aegion Corporation

text: Aegion Corporation

source_dataset: expertai/BUSTER

annotation_scope: BUSTER company-role spans plus reviewed organization, fund, person, and event additions with document-local surface projection; annotations remain non-exhaustive


text:
EX-99
5
ex99.htm
PRESS RELEASE ANNOUNCING CLOSING OF THE GBI MERGER, DATED JUNE 5, 2008
RUBICON FINANCIAL ANNOUNCES CLOSING OF GRANT BETTINGEN MERGER
Adds FINRA registered Broker/Dealer to its financial services platform.
June 4, 2008--Irvine, California - Rubicon Financial Incorporated (OTC:BB-"RBCF"), a publicly traded financial services holding company offering multiple financial services to mid market corporate clients, financial institutions and investors, is pleased to announce the closing of the previously announced merger with Grant Bettingen, Inc. ("GBI"), a licensed FINRA firm in Newport Beach, California since 1985 providing diversified investment banking and securities transaction services.
GBI provides full brokerage services to retail and institutional clients. GBI is recognized for its 23 years in investment banking sponsoring small-to-mid size corporate clients, boutique investments in real estate and energy, and forming syndicate and wholesale distribution networks. GBI is privileged to maintain multiple clearing relationships enabling it to customize services for large and small clients. GBI plans to expand its trading and market making operations while growing its independent brokerage and financial planning offices. Clients are expected to benefit from the Rubicon platform of financial services with affiliate companies providing asset management, full personal and commercial insurance lines, and real estate mortgage and brokerage.
"Closing on the GBI merger marks another milestone in furthering our business model as a diversified, bundled, single-source, financial services boutique within the financial services industry. We are extremely optimistic about the immense opportunities within the brokerage and investment banking industries", stated RBCF CEO, Joe Mangiapane.
GBI's seasoned management team is the driving force behind the firm's expansion plans, offering technology solutions, multiple clearing choices and exclusive investment product relationships to the independent-minded securities professional.
"It is a great honor to pass on my legacy to such an enthusiastic team. I am excited about the future growth opportunities of Rubicon", remarked Grant Bettingen, CEO and founder of GBI. "GBI's service team is positioned to accommodate significant growth in all product and service lines and is proud to offer one of the most attractive broker-dealer packages for securities professionals on the market today." Mr. Bettingen will remain with GBI as its chairman and managing director of investment banking.
Rubicon's business model is structured to provide many opportunities for growth through the synergies created by having multiple licenses and financial products to offer clients in one convenient location. "This competitive advantage puts us in a unique position of strength within the financial community, enabling each of our wholly owned subsidiaries to grow their business through the retail and commercial markets with increased operational efficiencies", said Mangiapane.
About Rubicon:
Rubicon Financial Incorporated is a publicly-traded, financial services holding company that has grown through the acquisition of multiple businesses within the financial services industries.
Through an acquisition strategy of acquiring entities whom are fully staffed, licensed and operational in each of the four major financial service areas of need: Insurance, Mortgage, Real Estate and Investments, Rubicon now has the capacity and capability of providing the clients of its various wholly owned subsidiaries with convenience, low pricing and enhanced customer service. Rubicon is located in Irvine, California, in the center of one of the nation's wealthiest regions, as well as one of California's most populated and affluent business communities. Rubicon currently or in the future intends to offer a diverse number of financial services and products, including but not limited to: insurance, both personal and commercial; mortgage and real estate services; retail brokerage services; loss mitigation services for troubled borrowers; short sales services; REO and non performing note acquisitions
and dispositions; securities market making; online trading; and investment banking for small to midsized companies. Each respective financial service or product is offered by fully licensed professionals employed through wholly owned subsidiaries of Rubicon.
Forward-Looking Statements:
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements".
Such statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to: any implied or perceived benefits resulting from the GBI merger; the size of GBI and its financial results; the ability of Rubicon to execute its business plan and become a diversified financial services company; the ability of Rubicon to successfully integrate GBI's business into its own; the successful acquisition of other financial services companies; any other effects resulting from the GBI merger; risks and effects of legal and administrative proceedings and government regulation; future financial and operational results; competition; general economic conditions; and the
ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.
Important factors that could cause actual results to differ materially from the forward-looking statements Rubicon makes in this press release include market conditions and those set forth in reports or documents it files from time to time with the Securities and Exchange Commission. Rubicon undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
CONTACT:
Rubicon Financial Incorporated
Terence Davis, 949-798-7220

text: RUBICON FINANCIAL

text: GRANT BETTINGEN

text: Rubicon Financial Incorporated

text: Grant Bettingen, Inc.

text: Grant Bettingen

text: Rubicon Financial Incorporated

text: Rubicon Financial Incorporated


text:
EX-99.1
3
ex99-1.htm
Exhibit
99.1
ProPhase
Labs Announces Definitive Agreement to Acquire CLIA Accredited Lab Certified for COVID-19 and Upper Respiratory Testing
DOYLESTOWN,
Pennsylvania, October 23, 2020
- ProPhase Labs, Inc. (NASDAQ: PRPH), a diversified medical science and technology company,
announced today a definitive agreement to acquire a Clinical Laboratory Improvement Amendments (CLIA) accredited laboratory. The
lab is approved for a variety of important medical tests, including COVID-19 and Respiratory Pathogen Panel (RPP) Molecular tests.
The lab will be owned by the Company's new subsidiary, ProPhase Diagnostics, Inc., which has been formed to aggregate medical
testing business opportunities and expand the lab's capabilities and capacity.
Ted
Karkus, Chairman and Chief Executive Officer of ProPhase stated: "Over the past six months, the Company has met with several
developers, manufacturers and processors of test kits. Bill Phillips, COO of Spectrum Solutions, an industry leading molecular
diagnostic solutions company that has received FDA Emergency Use Authorization for their saliva collection COVID-19 test kit,
was asked to comment on the ProPhase Diagnostics transaction. Mr. Phillips stated: "We are always searching for qualified
labs to process our test kits. We welcome ProPhase Diagnostics to the diagnostic testing industry and look forward to working
with and referring customers to them".
The
lab being acquired by ProPhase Diagnostics is Confucius Plaza Medical Laboratory Corp. ("Confucius Labs"), and is
headquartered in Old Bridge, New Jersey. The approximately 4,000 square feet lab is a full service Clinical and Molecular lab
that provides a wide range of testing for diagnosis, screening and evaluation of diseases, including COVID-19 viral and antibody
tests. There is significant current demand for COVID-19 testing. However, with its RPP testing certification, the lab is also
able to process tests for a variety of influenza, respiratory viruses, pneumonia-causing bacteria and other infectious diseases.
Additional
laboratory equipment has been ordered, which the Company expects will be delivered and installed within the next few weeks. The
new equipment will expand lab capacity to enable the Company to process approximately 7,000 - 8,000 COVID-19 tests per day,
subject to adequate staffing and customer demand. As demand for the Company's diagnostics services increases, the Company
intends to further expand its testing services by expanding the current lab capacity and/or by acquiring additional facilities.
Mr.
Karkus added: "We spent six months evaluating the medical test lab business and searching for the right acquisition candidates
to lead our entry into this industry. In Confucius Labs, we found the ideal opportunity for an East Coast based CLIA accredited
lab for COVID-19 and other medical testing capabilities. Confucius Labs is a well-run lab that was founded and operated by Arvind
Gurnani, an experienced entrepreneur in this space who also runs two similar labs".
The
acquisition is an all cash transaction valued at $2.5 million. The closing of the transaction is subject to customary closing
conditions, which the parties expect will be completed in short order. Mr. Gurnani has agreed to provide transition services,
including continued operational oversight of the lab. The current lab director, lab manager and all employees of the lab are expected
to remain employed by the lab. "I look forward to working with ProPhase and assisting with the growth of their lab business
as well as building a strategic relationship with the Company", stated Mr. Gurnani.
Mr.
Karkus concluded, "ProPhase Diagnostics will focus on diagnostic testing and processing. Given the planned ramp up of capacity
with the purchase of the latest and most efficient equipment, we believe that we will be able to offer highly competitive pricing
as well as 24-hour reporting of results as needed. In fact, for local businesses, we may even be able to provide same-day molecular
lab testing results. We are also continuing our search for additional acquisition opportunities that will expand our testing capabilities,
and we will seek out new sources of business for Confucius Labs and for any other diagnostics businesses we acquire".
About
ProPhase Labs
ProPhase
Labs (NASDAQ: PRPH) is a manufacturing and marketing company with deep experience with OTC consumer healthcare products and dietary
supplements. The Company is engaged in the research, development, manufacture, distribution, marketing and sale of OTC consumer
healthcare products and dietary supplements in the United States. This includes the development and marketing of dietary supplements
under the TK Supplements
®
brand. The Company is also developing ProPhase Diagnostics, Inc. to offer COVID-19 and
other Respiratory Pathogen Panel (RPP) testing services. For more information visit us at
www.ProPhaseLabs.com
.
Forward-Looking
Statements
Except
for the historical information contained herein, this document contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding the Company's plans to develop and grow its new
diagnostic testing business and its expectations regarding testing capacity. Management believes that these forward-looking statements
are reasonable as and when made. However, such forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause actual results to differ materially from those projected in the forward-looking statements. These
risks and uncertainties include but are not limited to the risk factors listed from time to time in our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and any subsequent SEC filings.
Investor
Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
(949) 491-8235
PRPH@mzgroup.us
www.mzgroup.us

text:
ProPhase
Labs

text: CLIA

text: ProPhase Labs, Inc.

text: CLIA

text:
Ted
Karkus

text: Bill Phillips

text: CLIA

text: ProPhase Labs

text:
ProPhase
Labs


text:
EX-99.1
2
tv484208_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
www.casipharmaceuticals.com
FOR IMMEDIATE RELEASE:
CASI PHARMACEUTICALS ACQUIRES ANDA PORTFOLIO
FROM SANDOZ INC. (SANDOZ)
ROCKVILLE,
Md. (January 26, 2018)
- CASI Pharmaceuticals, Inc. (Nasdaq: CASI), a biopharmaceutical company dedicated to bringing
quality pharmaceutical products to the Chinese and U.S. markets announced today that it has acquired a portfolio of 25 U.S. FDA-approved
abbreviated new drug applications (ANDAs), one ANDA that FDA tentatively approved, and three ANDAs that are pending FDA approval.
CASI intends to select and commercialize certain products from the portfolio that have unique market opportunity and cost-effective
manufacturing in China and/or in the U.S.
Ken Ren, Ph.D.,
CASI's Chief Executive Officer commented, "The acquisition of the Sandoz ANDAs enhances our strategic focus to build
a robust pipeline and commercialize quality drug candidates in China, including entecavir, an antiviral medication used in the
treatment of hepatitis B viral infection ("HBV"), which unfortunately in China accounts for more than half of the estimated
700,000 HBV-related deaths worldwide each year. With FDA-approved ANDA status and the high-quality standards of Sandoz, we anticipate
leveraging the Chinese FDA's (CFDA) more recent regulations to accept western pharmaceutical and clinical data for rapid
entry into China's market while being competitive in the marketplace".
Dr. Ren continued,
"This is an exciting and unprecedented time in the CFDA regulatory landscape, against a backdrop of soaring demand in China
for high quality import pharmaceuticals. We are confident in our ability to launch certain products that we acquired from the Sandoz
portfolio in China, along with our launch of EVOMELA
®
, MARQIBO
®
and ZEVALIN
®
all of
which are in various stages of CFDA review. We look forward to completing our Company's transition from research and development
to commercial".
About CASI Pharmaceuticals, Inc.
CASI is a U.S. based, commercial stage
biopharmaceutical company focused on the acquisition, development and commercialization of therapeutics addressing cancer and other
unmet medical needs for the global market with a focus on commercialization in China. CASI's product pipeline features (1)
EVOMELA
®
, MARQIBO
®
, ZEVALIN
®
, all U.S. Food and Drug Administration (FDA) approved
drugs in-licensed from Spectrum Pharmaceuticals, Inc. for China regional rights, and currently in various stages in the regulatory
process for market approval in China, (2) an acquired portfolio of 25 FDA-approved ANDAs, 4 ANDAs that are pending FDA approval,
from which CASI will prioritize a select subset of product registration and commercialization in China, (3) our proprietary drug
candidate, ENMD-2076, currently in Phase 2 clinical development, and (4) proprietary early-stage candidates in preclinical development.
CASI is headquartered in Rockville, Maryland and has a wholly owned subsidiary and R&D operations in Beijing, China. More information
on CASI is available at www.casipharmaceuticals.com and in the Company's filings with the U.S. Securities and Exchange Commission.
CASI Pharmaceuticals, Inc.
/
9620 Medical Center Drive / Suite 300 / Rockville, MD 20850
Phone 240.864.2600 /Fax
301.315.2437
Forward Looking Statements
This news release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook for expectations for
future financial or business performance, strategies, expectations and goals. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made,
and no duty to update forward-looking statements is assumed. Actual results could differ materially from those currently anticipated
due to a number of factors, including: that we may be unable to continue as a going concern as a result of our inability to raise
sufficient capital for our operational needs; the volatility in the market price of our common stock; risks relating to interests
of our largest stockholders that differ from our other stockholders; the risk of substantial dilution of existing stockholders
in future stock issuances, the difficulty of executing our business strategy in China; our inability to predict when or if our
product candidates will be approved for marketing by CFDA authorities; our inability to enter into strategic partnerships for the
development, commercialization, manufacturing and distribution of our proposed product candidates or future candidates; risks relating
to the need for additional capital and the uncertainty of securing additional funding on favorable terms; risks associated with
our product candidates; risks associated with any early-stage products under development; the risk that results in preclinical
models are not necessarily indicative of clinical results; uncertainties relating to preclinical and clinical trials, including
delays to the commencement of such trials; the lack of success in the clinical development of any of our products; dependence on
third parties; and risks relating to the commercialization, if any, of our proposed products (such as marketing, safety, regulatory,
patent, product liability, supply, competition and other risks). Such factors, among others, could have a material adverse effect
upon our business, results of operations and financial condition. We caution readers not to place undue reliance on any forward-looking
statements, which only speak as of the date made. Additional information about the factors and risks that could affect our business,
financial condition and results of operations, are contained in our filings with the U.S. Securities and Exchange Commission, which
are available at www.sec.gov.
EVOMELA
®
, MARQIBO
®
,
and ZEVALIN
®
are proprietary to Spectrum Pharmaceuticals, Inc. and its affiliates.
COMPANY CONTACT
:
CASI Pharmaceuticals, Inc.
240.864.2643
ir@casipharmaceuticals.com
INVESTOR CONTACT
:
Torrey Hills Capital
Jim Macdonald
858.456.7300
jm@sdthc.com
# # #

text: CASI PHARMACEUTICALS

text: ANDA

text: SANDOZ INC.

text: CASI Pharmaceuticals, Inc.

text: ANDA

text: ANDA

text: CASI Pharmaceuticals, Inc.

text: CASI Pharmaceuticals, Inc.

text: CASI Pharmaceuticals, Inc.


text:
EX-99.1
4
a13-14202_1ex99d1.htm
EX-99.1
Exhibit 99.1
4400 POST OAK PARKWAY SUITE 1900 HOUSTON, TEXAS 77027
PRESS RELEASE FOR IMMEDIATE RELEASE
MIDSTATES PETROLEUM ANNOUNCES CLOSING OF
PANTHER ACQUISITION AND $700 MILLION PRIVATE PLACEMENT
OF 9.25% SENIOR NOTES DUE 2021
HOUSTON-(Business Wire)-June 3, 2013- Midstates Petroleum Company, Inc. (NYSE: MPO) (the "Company") and its wholly-owned subsidiary Midstates Petroleum Company LLC ("Midstates Sub") announced today the closing of their previously announced acquisition of producing properties and undeveloped acreage in the Anadarko Basin in Texas and Oklahoma from Panther Energy Company, LLC and its partners for approximately $620 million in cash (the "Panther Acquisition") on May 31, 2013.
The Company and Midstates Sub today also announced the closing of their previously announced private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), of $700 million in aggregate principal amount of 9.25% senior unsecured notes (the "Notes"). The Notes mature on June 1, 2021 and were issued at 100% of face value.
The net proceeds from the Notes offering were used to finance the purchase price of the Panther Acquisition, to repay a portion of the outstanding borrowings under the Company's revolving credit facility, for general corporate purposes and to pay expenses related to the Panther Acquisition, the Notes offering and the Company's entry into an amendment to its revolving credit facility.
The Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such states.
This press release includes statements regarding the private placement that may constitute forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. Factors that can affect future results are discussed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013
1
and other reports filed by the Company from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.
About Midstates Petroleum Company, Inc.
Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling and completion techniques to oil-prone resources in previously discovered yet underdeveloped hydrocarbon trends. The Company's operations are currently focused on oilfields in the Mississippian Lime trend in northwestern Oklahoma and southern Kansas, in the Anadarko Basin in Texas and Oklahoma and in the Upper Gulf Coast Tertiary trend in central Louisiana. The Company is headquartered in Houston, Texas. Additional information about the Company is available at www.midstatespetroleum.com.
*********
Source: Midstates Petroleum Company, Inc.
Contact:
Midstates Petroleum Company, Inc.
Al Petrie
(713) 595-9427
Al.Petrie@midstatespetroleum.com
Garrett Galloway
(713) 595-9323
Garrett.Galloway@midstatespetroleum.com
2

text: MIDSTATES PETROLEUM

text: PANTHER

text: Midstates Petroleum Company, Inc.

text: Panther Energy Company, LLC

text: Panther

text: Panther

text: Panther

text: Midstates Petroleum Company, Inc.

text: Midstates Petroleum Company, Inc.

text: Midstates Petroleum Company, Inc.

text: Midstates Petroleum Company, Inc.


text:
EX-99.1
2
a05-21895_1ex99d1.htm
EXHIBIT 99
Exhibit 99.1
7961 SHAFFER PARKWAY
SUITE 5
LITTLETON, COLORADO 80127
TELEPHONE (720) 981-1185
FAX (720) 981-1186
Trading
Symbol:
VGZ
Toronto
and American Stock Exchanges
NEWS
Vista Gold
Corp. Acquires Hycroft Mine Royalty and Ownership Interest in 53 Properties in
Nevada and Colorado
Denver, Colorado December 13, 2005 -
Vista Gold Corp. (TSX & AMEX: VGZ)
announces that on December 13, a subsidiary of Vista acquired all of the
outstanding shares of F.W. Lewis, Inc., the assets of which include 55
mineral properties in Nevada and Colorado. The acquisition was made by
exercise of a purchase option originally held by Century Gold LLC of Spring
Creek, Nevada. Century Gold assigned the
option to Vista pursuant to an assignment and assumption agreement effective December 9,
2005. Under the terms of the assignment
agreement, Vista paid Century Gold U.S.
$150,000 in cash and also reimbursed it for the U.S. $250,000 it paid the
owners of F.W. Lewis, Inc. toward the option exercise price of U.S. $5.1
million. In addition, subject to
regulatory approval, Vista has agreed to issue to Century Gold 250,000 common
shares of Vista. To complete the
exercise of the option, Vista paid the owners of F.W. Lewis, Inc., the
remaining U.S. $4.85 million of the outstanding purchase price. Century Gold will retain a 100% interest in
two properties and a 50% interest in two other properties. The 53 properties to be retained by Vista
include a total of 9,280 acres of patented and 11,616 acres of unpatented
mineral claims, the majority having gold, silver or copper discoveries or old
mines located on the properties.
F.W.
Lewis, Inc. owns a production royalty interest in the Hycroft Mine. The production royalty (applying to
approximately 70% of the reported reserves) was 5% Net Smelter Return (NSR) on
gold and 7.5% NSR on other minerals, including silver. The production royalty on gold escalated on
ore over 0.05 ounces per ton (opt) to a maximum of 10% NSR on ore grades over
0.14 opt. The Hycroft Mine has been leased by a subsidiary of Vista and the
production royalty payable to F.W. Lewis, Inc. will no longer apply by
virtue of this acquisition. Vista (or
predecessor companies) operated the Hycroft Mine, producing 1,075,000 ounces of
gold from 1987 to 1998, when operations were suspended due to low gold prices.
In September 2004, Vista reported
results of an updated feasibility study for the Hycroft Mine by Mine
Development Associates (MDA) of Reno, Nevada, an independent consulting firm,
in accordance with Canadian National Instrument 43-101 guidelines. The study was filed on SEDAR on September 22,
2004. As reported by Vista, the study
estimated mineral reserves using a U.S. $375 gold price at 32.4 million tons at
0.0175 opt of gold, for 566,500 ounces of contained gold. Also, as reported in the study but not
separately reported by Vista, it was estimated that from the 566,500 ounces of
contained gold, 358,000 ounces could be produced together with 1,433,000 ounces
of silver.
Included
in the package (100% retained by Vista) is a property in the Battle Mountain,
Nevada Mining District, adjacent to and on trend with Newmont's
Phoenix-Fortitude property, although similar mineralization cannot be assured. This
property is subject to pre-existing agreements with Madison Minerals Inc.
(formerly Madison Enterprises Corp.) and Great American Minerals Exploration
(Nevada), LLC. These agreements involve
payments of U.S. $3,000 per month minimum royalty payments to F.W. Lewis, Inc.,
minimum exploration commitments of U.S. $250,000 per year, and an option to
purchase the property for U.S. $2.0 million payable by December 31, 2007,
with a retained 5% gross royalty on gold and a 4% NSR royalty on other metals,
and with annual advance minimum royalty payments of U.S. $60,000 commencing on
exercise of the purchase option. Madison and Great American also have an option
to purchase the royalties from F.W. Lewis, Inc. for U.S. $4.0 million
in
the first year following the date of exercise of the purchase option and
escalating by U.S. $500,000 each year thereafter.
Mike Richings, Vista
President and CEO, commented, "We are very pleased to have purchased the
Hycroft royalty and ownership interest. It is no secret that we believe the
Lewis royalty has deterred major mining companies from entering into an
arrangement to explore the deep, high-grade potential of the Hycroft deposit.
Additionally, we anticipate that the purchase of the Lewis interest at Hycroft
will significantly improve the overall economics of restarting operations at
the Hycroft mine. At recent prices of $500 and $8 per ounce for gold and silver,
respectively, the royalty would be worth US$6.9 million on 70% of the potential
production of 358,000 ounces of gold and 1,433,000 ounces of silver from the reported
mineral reserves. We are currently
updating last year's National Instrument 43-101 study to reflect today's higher
gold prices, the increased measured and indicated resource estimate (reported August 4,
2005) and current cost data. We also look forward to the opportunities that this
excellent package of exploration properties will afford to Vista to increase value
for our shareholders".
Vista Gold Corp., based in
Littleton, Colorado, evaluates and acquires gold projects with defined gold
resources. Additional exploration and technical studies are undertaken to
maximize the value of the projects for eventual development. The Corporation's
holdings include, in addition to the properties newly acquired with the
acquisition of F.W. Lewis, Inc., the Maverick Springs, Mountain View,
Hasbrouck, Three Hills, Wildcat projects and Hycroft mine, all in Nevada, the
Long Valley project in California, the Yellow Pine project in Idaho, the
Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the
Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Cautionary Note to U.S. Investors concerning estimates of Proven and
Probable Reserves:
Estimates
of mineral reserves herein have been prepared in accordance with Canadian
National Instrument 43-101. The
definitions of proven and probable reserves used in NI 43-101 differ from the
definitions in SEC Industry Guide 7.
Accordingly, the Corporation's disclosure of mineral reserves herein may
not be comparable to information from U.S. companies subject to the SEC's
reporting and disclosure requirements.
The statements that are not
historical facts are forward-looking statements involving known and unknown
risks and uncertainties that could cause actual results to vary materially from
targeted results. Such risks and uncertainties include those described from
time to time in the
Corporation's
periodic reports, including its
latest annual report on Form 10-K filed with the U.S.
Securities and Exchange Commission. The Corporation assumes no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
For
further information, please contact Greg Marlier at (720) 981-1185, or visit
the Vista Gold Corp. website at www.vistagold.com

text:
Vista Gold
Corp.

text: Hycroft Mine Royalty

text: Vista Gold Corp.

text: Vista

text: F.W. Lewis, Inc.

text: Vista

text: Vista

text: F.W. Lewis, Inc.

text: Vista

text: Vista

text: Vista

text: F.W. Lewis, Inc.

text: Vista

text:
F.W.
Lewis, Inc.

text: Vista

text: F.W. Lewis, Inc.

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: F.W. Lewis, Inc.

text: F.W. Lewis, Inc.

text: Vista

text: Vista

text: Vista Gold Corp.

text: F.W. Lewis, Inc.

text: Vista Gold Corp.


text:
EX-99.1
2
v462866_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
BIOHITECH
GLOBAL, Inc.
80
Red Schoolhouse Road, Suite 101
Chestnut
Ridge, NY 10977
BioHiTech
Global Acquires Minority Interest in the Nation's First MBT Municipal Solid Waste Resource Recovery Facility
Entsorga
West Virginia Facility is expected to begin commissioning in Q4 2017, using patented process to reduce greenhouse gas emissions
and produce EPA approved Solid Recovered Fuel
CHESTNUT
RIDGE, NY - MARCH 29, 2017
- BioHiTech Global, Inc. ("BioHiTech" or the "Company") (OTCQB:
BHTG), a green technology company that develops and deploys cost effective sustainable waste management solutions, announced today
that it acquired a 17.2% equity interest in the nation's first Resource Recovery Facility utilizing a proprietary Mechanical
Biological Treatment (MBT) technology for the disposal and recycling of mixed municipal solid waste (MSW). BioHiTech, through
its interest in Apple Valley Waste Conversions, has the exclusive development rights for this technology in eleven states in the
northeast US and the District of Columbia.
The
state-of-the-art waste-to-solid fuel plant which utilizes a patented process developed by Entsorgafin S.p.A., an Italian engineering
firm, is currently under construction in Martinsburg, West Virginia, and is expected to begin commissioning in Q4 2017. Once complete,
the facility is being partially financed with a $25 million tax-exempt bond issued by the West Virginia Economic Development Authority.
The facility will receive MSW through a 10 year contract with a regional waste hauler, 40-50% of which, will be converted into
a clean burning EPA approved alternative fuel (Solid Recovered Fuel or SRF) through the patented MBT process. The facility has
also entered into a ten-year contract for the sale of the SRF with a privately held company in West Virginia that intends to use
the SRF as an approved supplement to fossil fuels in the production of cement. With approximately 80% of the incoming waste being
diverted from landfills, the Company estimates the reduction in landfill waste disposal will result in a greenhouse gas (GHG)
emission reduction of 28,000 tons per year of carbon dioxide (or carbon dioxide equivalent).
BioHiTech
acquired the 17.2% interest in Enstorga West Virginia, LLC, a privately held holding company that owns the facility, in exchange
for a cash payment of $1,034,000 and has an option to acquire an additional 22.8% for approximately $1.4M. The Company sold a
series of convertible notes to fund the acquisition.
"We
continue to focus on the application of proven, cost-effective and disruptive technologies to traditional waste management,"
said CEO of BioHiTech Global, Frank E. Celli. "As more and more companies target "Zero Waste" initiatives and state governments
continue to implement regulations to foster more environmental responsibility, we are driving cost effective solutions into the
marketplace. Our goal is to make doing the right thing also a smart business decision. Unlike other "clean tech" solutions,
Entsorga's technology does not require government subsidies or additional premiums for waste disposal. We expect this facility
to have a positive impact on our financials beginning in 2018, and plan to use it as a showcase to demonstrate to businesses and
municipalities that there is an economically feasible clean alternative for organic and inorganic waste disposal. With this facility
commencing operations later this year and with the development rights for this technology in other states, we are poised to enter
into a new phase of growth at BioHiTech to build lasting value for our stockholders for years to come".
About
BioHiTech Global
BioHiTech
Global (OTCQB: BHTG), "The Company" headquartered in Chestnut Ridge NY, develops and deploys innovative and disruptive
waste management technologies. The combined offerings of BioHiTech Global offer our customers a full suite of technology based
disposal options capable of having a significant impact on waste generation while providing a true zero landfill environment.
With options for both on and off site biological treatment of waste, BioHiTech Global is a leader in zero waste solutions for
businesses and municipalities. For more information, please visit
www.biohitechglobal.com
.
About
Entsorga West Virginia
Entsorga
West Virginia LLC, prior to BioHiTech's investment, was a joint venture between Apple Valley Waste Technologies, LLC. and
Entsorga USA. Entsorga Italia S.p.A. (parent of Entsorga USA) is based in Tortona, Italy and was founded in 1997 on the basis
of leveraging technology to improve environmental protection and standards. Today, Entsorga is a leading provider of biological
treatment solutions for both organic and municipal solid wastes in Italy, United Kingdom, Slovenia, Eastern Europe and Greece.
Entsorga has developed a comprehensive suite of solutions aimed at improving environmental protection including the HEBioT MBT
system, which will be used by Entsorga West Virginia. For more information, please visit
www.entsorgawv.com
.
Forward
Looking Statements
Statements
in this document contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on many assumptions and estimates and
are not guarantees of future performance. These statements may involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of BioHiTech Global, Inc. to be materially different from future
results, performance or achievements expressed or implied by such forward-looking statements. BioHiTech Global, Inc. assumes no
obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results
could differ materially from those anticipated in these forward-looking statements, even if new information becomes available
in the future. Our actual results may differ materially from the results anticipated in these forward-looking statements due to
a variety of factors, including, without limitation those set forth as "Risk Factors" in our filings with the Securities
and Exchange Commission ("SEC"). There may be other factors not mentioned above or included in the BioHiTech's
SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. BioHiTech
Global, Inc. assumes no obligation to update any forward-looking statements as a result of new information, future events or developments,
except as required by securities laws.
Company Contact:
BioHiTech Global,
Inc.
Lisa Giovannielli
Director of Corporate
Communications
Direct: 845-262-1081
lgiovannielli@biohitech.com
www.biohitechglobal.com
#
# #

text:
BIOHITECH
GLOBAL, Inc.

text:
BioHiTech
Global

text: BioHiTech Global, Inc.

text: BioHiTech

text: BioHiTech

text: BioHiTech

text: Enstorga West Virginia, LLC

text: BioHiTech Global

text: BioHiTech

text: BioHiTech Global

text:
BioHiTech
Global

text: BioHiTech Global

text: BioHiTech Global

text: BioHiTech

text: BioHiTech Global, Inc.

text: BioHiTech Global, Inc.

text: BioHiTech

text:
BioHiTech
Global, Inc.

text:
BioHiTech Global,
Inc.

text: Lisa Giovannielli


text:
EX-99.1
3
a08-10250_1ex99d1.htm
PRESS RELEASE OF VISTA GOLD CORP. DATED APRIL 7, 2008
Exhibit 99.1
7961
SHAFFER PARKWAY
SUITE
5
LITTLETON,
COLORADO 80127
TELEPHONE
(720) 981-1185
FAX
(720) 981-1186
Trading
Symbol:
VGZ
Toronto
and American Stock Exchanges
NEWS
Vista
Gold Corp. Announces Sale of Amayapampa Project (Bolivia) to Republic Gold
Limited, and Other News
Denver,
Colorado, April 7, 2008
- Vista Gold Corp. ("Vista")
(TSX & AMEX: VGZ) is pleased to announce the sale of its wholly-owned
subsidiary Vista Gold (Antigua) Corp. ("Vista Gold Antigua") to Republic Gold Limited
("Republic"). Vista Gold Antigua indirectly held Vista's interest in the
Amayapampa gold project in Bolivia. Under the terms of the transaction,
Republic has agreed to pay Vista US$3.0 million in three payments of US$1.0
million. The first of these payments is due and payable upon the start of
commercial production (as defined in the purchase and sale agreement) at
Amayapampa followed by US$1.0 million payments on each of the first and second
anniversaries of the start of commercial production. In addition, Republic has agreed to pay Vista
a net smelter return royalty ("NSR") on the gold produced by or on behalf of
Republic from the Amayapampa project in varying percentages depending on the
price of gold per ounce. When gold is between US$500.01 and US$650.00 per
ounce, a 2% NSR is payable, when the price of gold is between US$650.01 and
US$750.00 per ounce, a 3% NSR is payable, and when the price of gold is
US$750.01 per ounce and above, the NSR will be 3.5%. The NSR is capped at
720,000 gold equivalent ounces and no NSR payments are due to Vista if the gold
price is below US$500 per ounce. Vista will retain a first right of refusal in
the event Republic decides to sell the property and will also retain a right to
re-acquire the property if Republic or Vista Gold Antigua have not moved to
close a financing under a project financing facility within five years.
Fred
Earnest, Vista's President and COO, stated, "We view the sale of Amayapampa as
a strategic divestiture that will allow us to concentrate our financial and
personnel resources on developing our larger Paredones Amarillos (Mexico) and
Mt. Todd (Australia) projects. Republic has been involved in the Amayapampa
project in recent years, and we believe that it has the experience and
technical team to expeditiously place the project into production to take
advantage of current gold price levels".
Additionally,
Howard Harlan, Vice President Business Development, has announced that he
intends to retire after 40 years in the mining industry and has tendered his
resignation effective April 4, 2008. Mike Richings, Executive Chairman and
CEO said "on behalf of the Board and all his friends at Vista, I would like to
wish him a long and happy retirement and to thank him for his hard work,
loyalty and his many valuable contributions to Vista. Howard has had some of
the more difficult and challenging tasks we have faced - he has always
tackled them enthusiastically and with determination. We look forward to
continuing our relationship in the future as he has indicated that he will be
available to assist us on a part-time basis as a consultant".
About Vista Gold Corp.
Since
2001, Vista has acquired a number of gold projects with the expectation that
higher gold prices would significantly increase their value. Vista is
undertaking programs to advance the Paredones Amarillos Project, including a
definitive feasibility study and the purchase of long delivery equipment items,
so that construction can begin during the last quarter of 2008. The results of
a preliminary assessment completed in 2007 on the Mt. Todd Project in Australia
were encouraging and additional technical studies are underway with a
definitive feasibility study planned for completion by mid-2009. Vista's other
holdings include the Guadalupe de los Reyes Project in Mexico, Yellow Pine
Project in Idaho, Awak Mas Project in Indonesia, and the Long Valley Project in
California.
This press release contains forward-looking statements
within the meaning of the U.S. Securities Act of 1933 and U.S. Securities
Exchange Act of 1934 and forward-looking information within the meaning of
applicable Canadian securities laws. All
statements, other than statements of historical facts, included in this press
release that address activities, events or developments that Vista expects or
anticipates will or may occur in the future, including such things as the
potential for gold production at the Amayapampa Project and timing for
commencement of production; and timing and receipt of future payments in
connection with the sale of the Amayapampa Project; the performance and results
of feasibility studies including the ongoing bankable feasibility study for the
Paredones Amarillos Project; and anticipated timing of commencement of
construction and commencement of production at the Paredones Amarillos Project;
results of drilling programs and plans for a feasibility study at the Mt. Todd
Project; Vista's future business strategy, competitive strengths, goals,
operations, plans, potential project development, future share price and
valuation, future gold prices, Vista's potential status as a producer, and
other such matters are forward-looking statements. When used in this press release, the words "estimate",
"plan", "anticipate", "expect", "intend", "believe" and similar expressions are
intended to identify forward-looking statements. These statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Vista to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors
include, among others, risks relating to delays and incurrence of additional
costs in connection with the feasibility study underway at our Paredones
Amarillos Project; uncertainty of feasibility study results and preliminary
assessments and of estimates on which such results are based; risks relating to
delays in commencement and completion of construction at the Paredones
Amarillos Project; risks of significant cost increases; risks of shortages of
equipment or supplies; risks that Vista's acquisition, exploration and property
advancement efforts will not be successful; risks relating to fluctuations in
the price of gold; the inherently hazardous nature of mining-related
activities; uncertainties concerning reserve and resource estimates; potential
effects on Vista's operations of environmental regulations in the countries in
which it operates; risks due to legal proceedings; risks relating to political
and economic instability in certain countries in which it operates; uncertainty
of being able to raise capital on favorable terms or at all; and external risks
relating to the economy and credit markets in general; as well as those factors
discussed in Vista's latest Annual Report on Form 10-K and other documents
filed with the U.S. Securities and Exchange Commission and Canadian securities
commissions. Although Vista has
attempted to identify important factors that could cause actual results to differ
materially from those described in forward-looking statements, there may be
other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that
such statements will prove to be accurate as actual results and future events
could differ materially from those anticipated in such statements. Except as required by law, Vista assumes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
For
further information, please contact Connie Martinez at (720) 981-1185, or visit
the Vista Gold Corp. website at www.vistagold.com

text: VISTA GOLD CORP.

text:
Vista
Gold Corp.

text:
Republic Gold
Limited

text: Vista Gold Corp.

text: Vista Gold (Antigua) Corp.

text: Republic Gold Limited

text: Republic

text: Republic

text: Republic

text: Republic

text: Republic

text: Republic

text: Republic

text: Howard Harlan

text: Vista Gold Corp.

text: Vista Gold Corp.


text:
EX-99.1
13
exh99-1_1392167.htm
PRESS RELEASE
exh99-1_1392167.htm
EXHIBIT
99.1
PRESS
RELEASE
GLOBAL
TELECOM & TECHNOLOGY COMPLETES ACQUISITION
OF
WBS CONNECT
Transaction
Combines Large Customer Base With Strong Operations Platform For Future
Growth
McLean, VA, December 16, 2009
-
Global
Telecom & Technology, Inc
. ("GTT") (OTCBB: GTLT), a leading global
network integrator that provides its clients with a broad portfolio of wide-area
network and IP transit services, today announces the completion of its
acquisition of privately held WBS Connect, LLC. ("WBS Connect").
This news
comes on the heels of the parties' receipt of the regulatory approval for the
acquisition from the Federal Communications Commission.
With this
acquisition, GTT adds over 400 customers and a broader IP transit and Ethernet
product suite. Additionally the company's network infrastructure now
spans over 60 points of presence in major metro markets throughout North
America, Asia and Europe.
The final
purchase consideration consisted of 500,870 shares of GTT common stock, $1.3
million in cash, seller notes, an earn out opportunity for the sellers, and the
assumption of certain WBS Connect liabilities and its working
capital.
WBS
Connect co-founders and managing directors Scott Charter and Mike Hollander will
remain with the organization and serve on the Global Telecom & Technology
leadership team. "It's a truly rewarding opportunity to bring value through our
products and technology to an organization of this caliber, while enhancing the
experience for our customers", states Scott Charter, the newly-assigned Chief
Marketing Officer at GTT.
"We're
thrilled to welcome Scott Charter and Mike Hollander to the GTT team", states
Rick Calder, President and Chief Executive Officer of GTT. "We believe that
adding WBS' talents, resources and complementary product set into our robust GTT
company portfolio further enhances our ability to deliver additional value to
our customers".
"With the
close of this transaction, GTT reaches an important milestone in its evolution
as a leading global network integrator", continues Calder. "This acquisition
leverages our past financial successes and positions the company for the next
level of growth. By layering WBS Connect's services onto our existing
operational platform, we can expand our EBITDA and enhance our financial
profile."
About
Global Telecom & Technology
GTT is a
global network integrator providing a broad portfolio of Wide-Area Network (WAN)
and IP transit services. With over 800 supplier relationships worldwide, GTT
combines multiple networks and technologies such as traditional OC-x, MPLS and
Ethernet, to deliver cost-effective solutions specifically designed for each
client's unique requirements. GTT enhances its client performance through its
proprietary Content Management Database (CMD), providing customers with an
integrated support system for all of its services. GTT is committed
to providing comprehensive solutions, project management and 24x7 global
operations support. Headquartered in McLean, Virginia, GTT now has offices in
Denver, London and Dusseldorf, and provides services to more than 700
enterprise,
government,
and carrier clients in over 80 countries worldwide. For more information visit
the GTT website at www.gt-t.net.
Forward-Looking
Statements:
This
release may contain "forward-looking statements" or other information related to
the company's future growth, expenditures, personnel, product and service
enhancements and deployments, strategy or other materials GTT releases to the
public or files with the United States Securities & Exchange Commission
("SEC"). You should consult any further disclosures on related subjects in our
annual reports on Form 10-K, our quarterly reports on Form 10-Q and current
reports on Form 8-K filed with the SEC. Such forward-looking statements are and
will be subject to many risks, uncertainties and factors relating to our
operations and the business environment that may cause our actual results to be
materially different from any future results. Additional information concerning
these and other important factors can be found under the heading "Risk Factors"
in GTT's annual reports on Form 10-K and quarterly reports on Form 10-K filed
with the Securities and Exchange Commission. Statements in this release should
be evaluated in light of these important factors.
# # #
For
GTT Media Inquiries, please contact:
Ilissa
Miller
Jaymie
Scotto & Associates
1.866.695.3629
pr@jaymiescotto.com
For
GTT Investor Relations Inquiries, please contact:
Eric
Swank
Chief
Financial Officer
1.703.442.5129
Eric.Swank@gt-t.net

text:
GLOBAL
TELECOM & TECHNOLOGY

text: WBS CONNECT

text:
Global
Telecom & Technology, Inc
.

text: GTT

text: WBS Connect

text: WBS Connect

text: GTT

text: GTT

text: WBS Connect

text:
WBS
Connect

text: Global Telecom & Technology

text: GTT

text: GTT

text: Rick Calder

text: GTT

text: GTT

text: GTT

text: WBS Connect

text: Global Telecom & Technology

text: GTT

text: GTT

text: GTT

text: GTT

text: GTT

text: GTT

text: GTT

text: GTT

text: GTT

text: GTT

text:
Eric
Swank


text:
EX-99.2
3
atu-12062017xexhibit992.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
ACTUANT CORPORATION
Unaudited Pro Forma Consolidated Financial Statements
The following Unaudited Pro Forma Consolidated Financial Statements of Actuant Corporation (the "Company") have been prepared to reflect the December 1, 2017 sale of Viking SeaTech ("Viking") as described in Item 2.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2017. This pro forma information is based on the historical consolidated financial statements of the Company and should be read in conjunction with the accompanying footnotes and the financial statements included in the Company's Annual Report on Form 10-K for the year ended August 31, 2017.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on August 31, 2017. The Unaudited Pro Forma Consolidated Statement of Operations for the year ended August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on September 1, 2016.
The Unaudited Pro Forma Consolidated Financial Statements include specific assumptions and adjustments related to the sale of Viking. Actual results may differ significantly from those reflected here in the Unaudited Consolidated Pro Forma Financial Statements for various reasons. The pro forma adjustments in the Unaudited Pro Forma Consolidated Balance Sheet and the Unaudited Pro Forma Statement of Operations included herein include the use of estimates and assumptions as described in the accompanying notes. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. The Unaudited Pro Forma Balance Sheet and Unaudited Pro Forma Statement of Operations include no assumptions regarding the use of net proceeds, which are presented as cash and cash equivalents on the Unaudited Pro Forma Consolidated Balance Sheet. Accordingly, the actual effect of the sale, due to this and other factors, including but not limited to changes in foreign currency exchange rates and changes in balances of the assets and liabilities of Viking, could differ significantly from the pro forma adjustments presented herein. The Company believes the current estimates provide a reasonable basis of presenting the significant effects of the transaction. However, the estimates and assumptions are subject to change as additional information becomes available.
The Unaudited Pro Forma Consolidated Balance Sheet and Unaudited Pro Forma Consolidated Statement of Operations are presented for informational purposes only. They are not intended to represent or be indicative of the consolidated financial position that would have occurred had the sale been completed as of August 31, 2017, in the case of the Unaudited Pro Forma Consolidated Balance Sheet, or September 1, 2016, in the case of the Unaudited Pro Forma Consolidated Statement of Operations, nor are they intended to be indicative of future results of operations or financial position.
Actuant Corporation
Pro Forma Consolidated Balance Sheet
August 31, 2017
(Unaudited)
(Dollars in thousands)
As
Pro Forma
Pro Forma
Reported
Adjustments
Adjusted
ASSETS
Current assets
Cash and cash equivalents
$
229,571
$
(19,989
)
(a)
$
209,582
Accounts receivable, net
190,206
-
190,206
Inventories, net
143,651
-
143,651
Assets held for sale
21,835
(21,835
)
(b)
-
Other current assets
61,663
-
61,663
Total current assets
646,926
(41,824
)
605,102
Property, plant and equipment
94,521
-
94,521
Goodwill
530,081
-
530,081
Other intangible assets, net
220,489
-
220,489
Other long-term assets
24,938
-
24,938
Total assets
$
1,516,955
$
(41,824
)
$
1,475,131
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable
$
133,387
$
-
$
133,387
Accrued compensation and benefits
50,939
-
50,939
Current maturities of debt and short-term borrowings
30,000
-
30,000
Income taxes payable
6,080
(951
)
(c)
5,129
Liabilities held for sale
101,083
(101,083
)
(b)
-
Other current liabilities
57,445
805
(c)
58,250
Total current liabilities
378,934
(101,229
)
277,705
Long-term debt, net
531,940
-
531,940
Deferred income taxes
29,859
-
29,859
Pension and postretirement benefit liabilities
19,862
-
19,862
Other long-term liabilities
55,821
4,200
(c)
60,021
Total liabilities
1,016,416
(97,029
)
919,387
Shareholders' equity
-
Capital stock
16,040
-
16,040
Additional paid-in capital
138,449
-
138,449
Treasury stock
(617,731
)
-
(617,731
)
Retained earnings
1,191,042
(13,714
)
(d)
1,177,328
Accumulated other comprehensive loss
(227,261
)
68,919
(b)
(158,342
)
Stock held in trust
(2,696
)
-
(2,696
)
Deferred compensation liability
2,696
-
2,696
Total shareholders' equity
500,539
55,205
555,744
Total liabilities and shareholders' equity
$
1,516,955
$
(41,824
)
$
1,475,131
Actuant Corporation
Pro Forma Consolidated Statement of Operations
Year Ended August 31, 2017
(Unaudited)
(Dollars in thousands, except per share amounts)
As
Pro Forma
Pro Forma
Reported
Adjustments
Adjusted
Net sales
$
1,095,784
$
(18,709
)
(e)
$
1,077,075
Cost of products sold
716,067
(23,722
)
(e)
692,345
Gross profit
379,717
5,013
384,730
Selling, administrative and engineering expenses
277,488
(6,710
)
(e)
270,778
Amortization of intangible assets
20,474
-
20,474
Director & officer transition charges
7,784
-
7,784
Restructuring charges
7,228
-
7,228
Impairment & other divestiture charges
116,979
-
116,979
Operating loss
(50,236
)
11,723
(38,513
)
Financing costs, net
29,703
-
29,703
Other expense, net
2,752
-
2,752
Loss before income tax benefit
(82,691
)
11,723
(70,968
)
Income tax benefit
(16,478
)
1,586
(f)
(14,892
)
Net loss
$
(66,213
)
$
10,137
$
(56,076
)
Loss per share
Basic
$
(1.11
)
$
0.17
$
(0.94
)
Diluted
$
(1.11
)
$
0.17
$
(0.94
)
Weighted average common shares outstanding
Basic
59,436
59,436
59,436
Diluted
59,436
59,436
59,436
ACTUANT CORPORATION
Notes to Unaudited Pro Forma Consolidated Financial Statements
Basis of Presentation
On December 1, 2017, Actuant Corporation ("Actuant") completed the sale of its Viking SeaTech ("Viking") business to Acteon Group Limited ("Acteon"). The purchase price was $12 million and was paid in cash at the closing of the transaction, subject to closing working capital, cash and indebtedness and other adjustments.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on August 31, 2017. The Unaudited Pro Forma Consolidated Statement of Operations for the year ended August 31, 2017 has been prepared to give effect to the divestiture as if it had occurred on September 1, 2016.
Proforma Adjustments
Balance Sheet adjustments
(a)
Represents estimated net sale proceeds ($12 million less certain transaction costs and closing adjustments), offset by cash payments totaling $27 million resulting from the buyout of operating leases of Viking rental assets.
(b)
Reflects the elimination of the assets, liabilities and accumulated other comprehensive loss amounts associated with the disposition of the Viking business.
(c)
Represents the recognition of real estate lease exit liabilities and related income tax impact related to retained facilities that will no longer be utilized upon closing of the divestiture.
(d)
Represents the recognition of the anticipated after tax divestiture loss (including the exit lease charges), which would have been realized upon the disposition of the Viking business had the transaction closed on August 31, 2017. These adjustments are not included in the pro forma adjustments within the Unaudited Pro Forma Consolidated Statement of Operations as these amounts will be included in the Consolidated Statement of Operations of the registrant within twelve months following the transaction.
Statement of Operations adjustments
(e)
Reflects adjustments to remove direct revenues and expenses associated with the Viking business.
(f)
Reflects estimated ongoing income taxes related to the Viking business based on statutory rates adjusted for certain deductions and timing differences.

text: ACTUANT CORPORATION

text: Actuant Corporation

text: Viking SeaTech

text: Actuant Corporation

text: Actuant Corporation

text: ACTUANT CORPORATION

text: Actuant Corporation

text: Viking SeaTech

text: Acteon Group Limited


text:
EX-99.1
4
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
FOR
IMMEDIATE RELEASE
RICK'S
CABARET INTERNATIONAL, INC. COMPLETES PURCHASE OF PHILADELPHIA ADULT NIGHTCLUB
AND SETS GRAND OPENING FOR APRIL 24-26
HOUSTON
- (March 31, 2008) -
Rick's
Cabaret International, Inc.
, (NASDAQ/GM: RICK), premier operator of
upscale gentlemen's clubs, said today it has completed the purchase of a 25,000
square foot adult nightclub in Philadelphia and will reopen it with a three-day
party April 24-26
th
.
The
company acquired 100 percent of the former
Crazy Horse Too
Cabaret
for 195,000 shares Rick's Cabaret stock valued at $23
per share, subject to selling limitations. Rick's Cabaret also paid $3.5 million
in cash for a 51 percent interest in the real property at 2908 South
Columbus Blvd., just south of the professional sports complex where the
Eagles
,
Phillies
,
76ers
and
Flyers
play their home games
and across the street from a planned new
Foxwoods
Casino
.
The
spacious, well-appointed club will re-open as a Rick's Cabaret - including a
brand-new steak house and sports bar - with a three-day party starting Thursday,
April 24
th
that is
expected to attract visits from sports, radio and television
celebrities.
"The
Rick's Cabaret nightclubs have become the national gold standard for adult
entertainment venues and we have spared no expense to make sure the Philadelphia
club meets and exceeds expectations", said
Eric Langan
, President and CEO
of Rick's Cabaret. "This club was a physical beauty before we acquired it and
with careful upgrading we've made it the finest club in the marketplace. We
think all customers will be impressed".
In
addition to the new sports bar with large-screen sets throughout, the remodeled
club offers the highly praised Rick's Cabaret steakhouse menu until the wee
hours daily. The nightclub, with luxurious seating and granite bar tops, also
features a central dance stage for cabaret entertainment plus VIP suites
offering privacy and personalized cocktail service.
Under
terms of the agreement the Rick's Cabaret shares must be held for one year and
cannot be pledged or loaned. After one year no more than 25,000 of the
shares may be sold in any 30-day period and no more than 75,000 shares can be
sold in any 90-day period.
About Rick's Cabaret
: Rick's
Cabaret International, Inc. (NASDAQ: RICK) operates upscale adult nightclubs
serving primarily businessmen and professionals that offer live adult
entertainment, restaurant and bar operations. The company owns, operates or
licenses adult nightclubs in New York City, Miami, New Orleans, Charlotte,
Houston, Minneapolis and other cities under the names "Rick's Cabaret", "XTC,"
"Club Onyx" and "Tootsie's Cabaret". Sexual contact is not permitted at any of
these locations. Rick's Cabaret also owns the adult Internet membership Web
site,
couplestouch.com
, and
a network of online adult auction sites under the flagship URL
naughtybids.com
.
Rick's Cabaret common stock is traded on NASDAQ under the symbol RICK. For
further information contact
ir@ricks.com
.
Forward-looking Statements
:
This document contains forward-looking statements that involve a number of risks
and uncertainties that could cause the company's actual results to differ
materially from those indicated in this document, including the risks and
uncertainties associated with operating and managing an adult business, the
business climates in New York City and elsewhere, the success or lack thereof in
launching and building the company's businesses in New York City and elsewhere,
risks and uncertainties related to the operational and financial results of our
Web sites, conditions relevant to real estate transactions, and numerous other
factors such as laws governing the operation of adult entertainment businesses,
competition and dependence on key personnel. Rick's has no obligation to update
or revise the forward-looking statements to reflect the occurrence of future
events or circumstances. For further information visit www.ricks.com <
http://www.ricks.com/
>.
Contact: Allan
Priaulx, 212-338-0050,
ir@ricks.com

text: CABARET INTERNATIONAL, INC.

text: PHILADELPHIA ADULT NIGHTCLUB

text: Cabaret International, Inc.

text: adult nightclub in Philadelphia

text: Cabaret

text: Cabaret

text: Cabaret

text: Cabaret

text: Cabaret

text: Eric Langan

text: Cabaret

text: Cabaret

text: Cabaret

text: Cabaret

text: Cabaret International, Inc.

text: Cabaret

text: Cabaret

text: Cabaret

text: Cabaret


text:
EX-99
3
gfam8k110306ex991.htm
EX 99.1 PRESS RELEASE
Press Release
Press Release
Exhibit 99.1
Great American Family Parks Enters into Agreement to Sell the Assets of its Crossroads Convenience Center Subsidiary
--First Phase of Transaction Valued at $600,000--
Santa Monica, California, November 03, 2006
- Great American Family Parks, Inc.
(OTCBB: GFAM),
a company
focused on buying and managing profitable regional theme parks and themed amusement attractions, announced today that the Company has completed the first part of a planned two-stage transaction to sell its Crossroads Convenience Center (CCC) business to Idaho Chevron Center, Inc. The initial phase of the transaction closed on Tuesday, October 31, 2006, and involved the sale of a portion of CCC's assets for a purchase price of $600,000 pursuant to an asset purchase agreement. The planned second phase of the transaction, which is expected to close within the next 30 days, involves the sale of CCC's building and real estate.
The CCC assets sold pursuant to the asset purchase agreement consist of the fuel and retail business located adjacent to The Idaho Center, a regional entertainment complex in the Boise, Idaho SMA (Standard Metropolitan Area). The total purchase price of the assets consists of $300,000 paid in cash, as well as a secured conditional promissory note in the amount of $300,000. The promissory note has a term of five years and bears interest at the rate of eight percent per annum. The asset purchase agreement also includes an option, exercisable on or before November 30, 2006, to purchase the real property owned by Crossroads pursuant to a separate real estate purchase agreement. A description of the transaction is set forth in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2006, which is available at
http://www.sec.gov
.
Dr. Larry Eastland, Chief Executive Officer of Great American Family Parks, stated, "We have worked tirelessly to build the Crossroads Convenience Center into a successful franchise. The value of the Crossroads Convenience Center business has benefited from a strong real estate market and a steady rise in fuel prices. This is the right time to sell Crossroads Convenience Center, as we believe the sale price reflects the intrinsic value of the enterprise. Great American Family Parks' management believes that based on an independent appraisal and comparable land and businesses in the area, the second stage of the sale, which will include the CCC building and real property, will generate a significantly greater sale price than the asset sale announced today. We look forward to announcing the particulars of that second transaction to our shareholders once it is completed".
Dr. Eastland continued, "The sale of Crossroads will enable Great American Family Parks to focus on our stated mission of buying, managing and operating a family of themed amusement attractions. The proceeds received from the sale of Crossroads will primarily be used for the further implementation of our business plan, which includes a planned expansion and upgrade to our Wild Animal Safari theme park and the adjacent land currently owned by the park, including the development of new venues and improvements to its current facilities. The remaining proceeds will be used to strengthen Great American Family Parks' balance sheet and for working capital purposes. Great American Family Parks is also committed to pursuing additional accretive transactions focused on the themed amusement park segment that we believe will continue to enhance long term shareholder value".
About Great American Family Parks:
Great American Family Parks is focused on buying and managing profitable regional theme parks and themed amusement attractions. GFAM currently owns and operates the Wild Animal Safari theme park located in Pine Mountain, Georgia. GFAM plans to develop a series of compatible, yet distinct entertainment and amusement products, including themed amusement parks, associated products, food and beverage, and multimedia offerings. For more information on the Company, visit
http://www.weloveparks.com
.
Company Contact:
Great American Family Parks
Ashley Hull
(208) 342-8888
hunnyhull@leamanagement.com
Press Release
Investor Relations:
Equity Performance Group
Bethany R. Tomich
(617) 723-1465
Bethany@equityperfgp.com
www.equityperformancegroup.com
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995:
Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results, performance and achievement in the future to differ materially from forecasted results, performance, and achievement. These risks and uncertainties are described in the Company's periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectations.
###

text: Great American Family Parks

text: Great American Family Parks, Inc.

text: Idaho Chevron Center, Inc.

text: Larry Eastland

text: Great American Family Parks

text: Great American Family Parks

text: Great American Family Parks

text: Great American Family Parks

text: Great American Family Parks

text: Great American Family Parks

text: Great American Family Parks

text: Great American Family Parks


text:
EX-99
4
exhibit99synalloypressrele.htm
EXHIBIT
Exhibit 99 Synalloy Press Release
NEWS RELEASE
FOR IMMEDIATE RELEASE
Synalloy Expands its Specialty Chemicals Segment with the Acquisition of CRI
Spartanburg, South Carolina, August 29, 2013... Synalloy Corporation (NASDAQ: SYNL), a growth oriented company that engages in a number of diverse business activities including the production of stainless steel pipe, fiberglass and steel storage tanks, specialty chemicals and fabrication of stainless and carbon piping systems, announces the acquisition of the business assets of Color Resources, LLC ("CRI") and the building and land located in Fountain Inn, South Carolina where CRI was the sole tenant (the "CRI Facility"). CRI Tolling, LLC ("CRI Tolling"), a South Carolina limited liability company and wholly-owned subsidiary of Synalloy, will continue CRI's business as that of a toll manufacturer that provides outside manufacturing resources to global and regional chemical companies. CRI Tolling will operate as a division of Synalloy's Specialty Chemicals Segment, which includes Manufacturers Chemicals ("MC"). MC is one of the largest custom chemical formulators and contract manufacturers in the United States. Its principal products include defoamers, surfactants and lubricants, which are used in multiple markets including paper, carpet, textile, metal working, household, industrial and institutional chemicals, petroleum, mining, latex adhesives and agriculture.
On August 9, 2013, Synalloy closed on the purchase of the CRI Facility. Built in 1994 specifically for CRI, the plant includes approximately 135,000 square feet of production, warehouse, laboratory and office space. The purchase price for the CRI Facility was $3.45 million.
On August 26, 2013, Synalloy acquired certain assets and assumed certain operating liabilities of CRI through CRI Tolling. The assets purchased from CRI included equipment and certain other assets and approximately $387,000 worth of inventory and accounts receivables, net of assumed payables. The total purchase price was $1.1 million.
The Company funded this transaction by entering into a new term loan with Branch Banking and Trust Company ("BB&T"). The term loan is based upon 85% of the appraised value of the real estate collateral and 75% of the purchase price of the equipment assets. The term loan has a 10-year maturity and the monthly payments will be customized to account for a 20-year amortization of the real estate assets and 5-year amortization of the equipment assets purchased. The interest rate on the term loan is LIBOR based. In order to mitigate the variability of the interest rate risk, Synalloy will enter into a derivative/swap contract with BB&T for the life of the term loan.
As part of the transaction, CRI's President, Tony Jones, has accepted the position of Vice President of Sales for CRI Tolling. Mr. Jones will report directly to Greg Gibson, Executive Vice President of Sales and Administration at MC and CRI Tolling. Kevin Hrebenar, Executive Vice President of Operations and R&D at MC, will be responsible for these same functions at CRI Tolling.
"A key strategic initiative of our Specialty Chemicals Segment was to acquire or build a second production facility", said Craig Bram, Synalloy's President and CEO. "MC has experienced continuous growth over the past five years and we have many opportunities to further penetrate existing markets, as well as develop new ones, including those in the energy industry. Production capacity at our Cleveland, Tennessee facility was getting tight and the addition of the CRI Facility provides ample room to grow. Tony and I had initial discussions in early 2012 about our respective plans, leading up to more detailed discussions this year. We believe that CRI will be an excellent fit with MC in our Specialty Chemicals Segment and are excited to have Tony continue in a leadership role with CRI Tolling", said Bram.
Synalloy's 8-K/A filing with the Securities and Exchange Commission providing pro forma financial information on the transaction will reflect a going concern opinion for CRI plus losses in 2012 in excess of $6.8 million. The majority of these losses were from goodwill impairment and the write-down of customer intangibles by CRI's owners in 2012. The one-time charge for the impairment of goodwill and customer intangible will be eliminated from all post-acquisition pro forma operating statements of Synalloy and CRI Tolling. The overall fair value of the assets acquired by Synalloy exceeds the amount paid to CRI. As a result, due to the bargain purchase accounting rules, Synalloy will record a one-time pre-tax gain in the third quarter of 2013. Synalloy projects that the addition of CRI Tolling will be slightly accretive to its earnings in the first year following the transaction. More importantly, the CRI Facility will provide much needed production capacity to support further growth of Synalloy's Specialty Chemicals Segment. Over the next 18 months, Synalloy plans to invest an additional $3.5 million in the CRI Facility in order to replicate the production capabilities offered at its MC Cleveland, Tennessee facility. The second plant will also provide current customers of MC and CRI Tolling with the security of redundant facilities, if it is ever needed. Synalloy will also move its Spartanburg, South Carolina corporate offices to the CRI Facility before the end of the first quarter of 2014.
For more information about Synalloy Corporation, please visit our web site at www.synalloy.com.
Forward-looking Statements
Statements included herein that are not historical in nature, are intended to be, and are hereby identified as "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about our industry, our business, our customer relationships, management's beliefs and assumptions made by management. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict and, in many cases, are beyond the control or knowledge of management. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Additional information concerning some of the factors that could cause materially different results is included in our reports on forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission. Such reports are available from the Securities and Exchange Commission's public reference facilities and its website, http://www.sec.gov.
Contact: Rick Sieradzki at (864) 596-1558

text: Color Resources, LLC


text:
EX-99.1
5
lsmg-ex99_1.htm
PRESS RELEASE, DATED DECEMBER 30, 2021.
Exhibit
99.1
Lode-Star
Mining, INC
1
East Liberty Street
Suite
600
Reno,
NV 89501
Tel
-1-775-234-5443
Fax
- 1-775-335-1041
info@lode-starmining.com
Sapir
Pharmaceuticals Acquisition
Reno,
December, 30 2021 - Lode-Star Mining Inc. (OTCQB:LSMG) is pleased to announce that it has acquired from Sapir Pharmaceuticals,
Inc. all of the assets used in connection with the proprietary stabilized formulation of the E
pigallocatechin-gallate
(EGCG)
molecule for further pharmaceutical development. The molecule is an antioxidant polyphenol with a variety of potential
profound health benefits.
The
consideration paid by Lode-Star for these assets was 1,000,000 shares of Series A Preferred Stock valued at $1.00 per share. Sapir
has the right to convert each preferred share to 450 shares of common stock. Each share of preferred votes as 450 shares per one
share of common stock.
Contact
for Lode-Star Mining, Inc.
Mark
Walmesley
President
Lode-Star
Mining Inc.
phone
: (775) 234-5443
e-mail
:
markw@lode-starmining.com
Forward
Looking Statements
This
news release may contain forward-looking statements that involve known and unknown risks, uncertainties and other factors which
may cause LSMG's actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Forward-looking statements reflect LSMG's current views with
respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, investors
should not place undue reliance on these forward-looking statements. Except as required by law, LSMG assumes no obligation to
update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated
in any forward-looking statements, even if new information becomes available in the future.

text:
Lode-Star
Mining, INC

text:
Sapir
Pharmaceuticals

text: Lode-Star Mining Inc.

text:
Sapir Pharmaceuticals,
Inc.

text: Lode-Star Mining, Inc

text:
Mark
Walmesley

text:
Lode-Star
Mining Inc.


text:
EX-99.1
2
ex991pressreleasehaynesvil.htm
EXHIBIT 99.1
Exhibit
QEP Resources Announces Closing of Sale of Northwest Louisiana Natural Gas Assets
DENVER - January 10, 2019 - QEP Resources, Inc. (NYSE: QEP) ("QEP" or the "Company") announced today that the sale of its natural gas and oil producing properties, undeveloped acreage and associated gas gathering and treating systems in the Haynesville/Cotton Valley has closed. As part of this transaction, Aethon III, an affiliate of Aethon Energy (the "Buyer"), assumed all firm gas transportation agreements related to these assets. In addition, QEP novated to the Buyer natural gas derivative contracts covering approximately 40 Bcf of gas for the last eleven months of 2019.
The Company intends to use the proceeds from the divestiture to repay the outstanding balance on its revolving credit facility and to help fund a portion of its 2019 capital expenditure program.
About QEP Resources
QEP Resources, Inc. (NYSE:QEP) is an independent crude oil and natural gas exploration and production company with operations in two regions of the United States: the Southern Region (primarily Texas) and the Northern Region (primarily North Dakota). For more information, visit QEP's website at: www.qepres.com.
About Aethon Energy
Aethon Energy Management LLC is a Dallas-based private investment firm formed in 1990 that has managed and operated over $2.5 billion of assets, and is focused on direct investments in North American onshore oil & gas. Aethon III is an investment vehicle formed to acquire onshore assets in North America in partnership with the Ontario Teachers' Pension Plan and Redbird Capital Partners. For more information, go to www.AethonEnergy.com.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as "anticipates", "believes", "forecasts", "plans", "estimates", "expects", "should", "will" or other similar expressions. Such statements are based on management's current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, but not limited to: (i) the occurrence of any event, change or other circumstance that could delay the closing of previously announced divestitures or give rise to the termination of the agreements related thereto; (ii) changes in applicable laws or regulations; and (iii) the possibility that QEP may be adversely affected by other economic, business and/or competitive factors; (iv) and the other risks discussed in the Company's periodic filings with the Securities and Exchange Commission, including the Risk Factors section of the Company's Annual Report on Form 10-K for the year ended December 31, 2017, and Quarterly Reports on Form 10-Q filed in 2018. QEP undertakes no obligation to publicly correct or update the forward-looking statements in this news release, in other documents, or on the website to reflect future events or circumstances. All such statements are expressly qualified by this cautionary statement.
Investor and Media Contact for QEP
William Kent, IRC
303-405-6665
will.kent@qepres.com
Media Contacts for Aethon Energy
Prosek Partners
Nick Rust or Meredith Mitchell
212-279-3115
nrust@prosek.com / mmitchell@prosek.com

text: QEP Resources

text: QEP Resources, Inc.

label: fund

text: Aethon Energy

override: fund

text: QEP Resources

text: QEP Resources, Inc.

text: Aethon Energy

text: Aethon Energy

text: Aethon Energy