text:
EX-99.1
13
ex99_1.htm
EXHIBIT 99.1
EXHIBIT 99.1
For Immediate Release
Investor Relations
605.782.1767
MetaBank® completes acquisition of assets of Fort Knox Financial Services Corporation
Meta Financial Group, Inc. (NASDAQ: CASH) announced today that on September 8, 2015, its bank subsidiary, MetaBank, completed the previously announced acquisition of substantially all of the related assets and liabilities of Fort Knox Financial Services Corporation (Fort Knox) and its subsidiary, Tax Product Services, LLC (TPS). The assets acquired by MetaBank in the acquisition include the Fort Knox operating platform and trade name, Refund Advantage®, and other assets. The Fort Knox management and staff have also been hired by MetaBank, and the operations of the Fort Knox business will continue to be based in Louisville, KY.
The acquisition, which was first announced on July 16, 2015, was consummated following satisfaction of certain closing conditions, including receipt of regulatory approval. The purchase price for the acquisition included the payment of approximately $26 million in cash as well as the issuance of 581,260 shares of the Company's common stock to the shareholders of Fort Knox. The cash portion of the purchase price was funded from the proceeds of the previously announced private placements of the Company's common stock to certain institutional investors.
MetaBank CEO J. Tyler Haahr stated, "The completion of the Fort Knox acquisition expands our platform in the tax services space, providing additional, relevant financial solutions to our partners and customers. We are also pleased to welcome the Fort Knox team members to Meta".
Refund Advantage will continue to provide professional tax refund-transfer software services used by independent Electronic Refund Originators (ERO's) and their customers. Alan Lodge, CEO of Fort Knox, stated, "We are pleased to be a part of MetaBank and believe the combined synergies of our companies will provide a more robust product suite and solutions for our ERO clients and their customers".
MetaBank was advised by the investment firm Sandler O'Neill + Partners, and the law firm of Katten Muchin Rosenman LLP. Fort Knox was advised by the investment firm Ridley Capital Group and the law firm of Fore, Miller & Schwartz.
Fort Knox, through its Refund Advantage brand, provided professional income tax refund-transfer software services used by independent Electronic Return Originators (ERO's) in over 10,000 locations nationwide. In 2015, Fort Knox processed over one million refund-transfers through ACH direct deposit, check, and prepaid card.
This press release and other important information about the Company are available at
www.metafinancialgroup.com
.
Corporate Profile: Meta Financial Group, Inc.® (the "Company") is the holding company for its wholly-owned subsidiary, MetaBank (the "Bank"). MetaBank is a federally-chartered savings bank which operates 10 banking offices in four market areas in Iowa and South Dakota: Northwest Iowa, Brookings, Central Iowa, and Sioux Empire. In addition, Meta Payment Systems® and AFS/IBEX are our two bank divisions. Our Meta Payment Systems® division offers prepaid cards and other payment industry products and services nationwide. Our AFS/IBEX division provides nationwide commercial insurance premium financing for business and insurance agencies and has two agency offices, one in Dallas, Texas and one in Southern California.
The Company and the Bank may from time to time make written or oral "forward-looking statements", including statements contained in this press release, the Company's filings with the Securities and Exchange Commission ("SEC"), in the Company's reports to stockholders, and in other communications by the Company and the Bank, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
You can identify forward-looking statements by words such as "may", "hope", "will", "should", "expect", "plan", "anticipate", "intend", "believe", "estimate", "predict", "potential", "continue", "could", "future" or the negative of those terms or other words of similar meaning. You should carefully read statements that contain these words because they discuss our future expectations or state other "forward-looking" information. These forward-looking statements include statements with respect to the Company's beliefs, expectations, estimates, and intentions that are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company's control. Such statements address, among others, the following subjects: the potential benefits of the acquisition of Fort Knox and TPS, including but not limited to, its accretive impact on earnings per share, the potential for improved earnings, the anticipated tangible book value and earn-back period and its effects on the Company's growth, future operating results; customer retention; loan and other product demand; important components of the Company's statements of financial condition and operations; growth and expansion; new products and services, such as those offered by MetaBank or Meta Payment Systems® ("MPS"), a division of the Bank; credit quality and adequacy of reserves; technology; and the Company's employees. Actual results may differ materially from those contained in the forward-looking statements contained in this announcement. The following factors, among others, could cause the Company's financial performance and results of operations to differ materially from the expectations, estimates, and intentions expressed in such forward-looking statements: the businesses of the Bank and Fort Knox may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the risk that sales of Fort Knox products by the Bank may not be as high as anticipated; the expected growth opportunities or cost savings from the acquisition may not be fully realized or may take longer to realize than expected; customer losses and business disruption following the acquisition, including adverse effects on relationships with former or current employees of Fort Knox, may be greater than expected; the risk that the Company may incur unanticipated or unknown losses or liabilities as a result of the completion of the transaction with Fort Knox; the strength of the United States' economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), as well as efforts of the United States Treasury in conjunction with bank regulatory agencies to stimulate the economy and protect the financial system; inflation, interest rate, market, and monetary fluctuations; the timely development of and acceptance of new products and services offered by the Company as well as risks (including reputational and litigation) attendant thereto and the perceived overall value of these products and services by users; the risks of dealing with or utilizing third parties; any actions which may be initiated by our regulators; the impact of changes in financial services laws and regulations, including, laws and regulations relating to the tax refund industry, our relationship with our primary regulators, the Office of the Comptroller of the Currency and the Federal Reserve; technological changes, including, but not limited to, the protection of electronic files or databases; acquisitions; litigation risk in general, including, but not limited to, those risks involving the MPS division; the growth of the Company's business, as well as expenses related thereto; continued maintenance by the Bank of its status as a well-capitalized institution, particularly in light of our deposit base, a substantial portion of which has been characterized as "brokered"; changes in consumer spending and saving habits; and the success of the Company at managing and collecting assets of borrowers in default.
The foregoing list of factors is not exclusive. Additional discussions of factors affecting the Company's business and prospects are reflected under the headings "Risk Factors" and in other sections of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2014, March 31, 2015 and June 30, 2015, and other filings made with the SEC. The Company expressly disclaims any intent or obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries.

text: MetaBank

text: MetaBank

text: MetaBank

text: MetaBank

text: MetaBank

text: Alan Lodge

text: MetaBank

text: MetaBank

text: Sandler O'Neill + Partners

text: Katten Muchin Rosenman LLP

text: Ridley Capital Group

text: Fore, Miller & Schwartz

text: MetaBank

text: MetaBank

text: MetaBank


dataset: buster

text:
EX-99.9
19
iagm_ex9910.htm
PRESS RELEASE
iagm_ex9910.htm
EXHIBIT 99.9
InterAmerican Gaming Inc.
PINKSHEETS: IAGM
January 31, 2012 14:51 ET
IAG Announces Development Partnerships
TORONTO, ONTARIO--(Marketwire - Jan. 31, 2012) -
InterAmerican
Gaming
Inc.
("IAG" or "the Company") (PINKSHEETS:IAGM) has announced that it has retained Toronto-based
Endloop Mobile
as its mobile development partner for
SoFit Mobile Inc.
("SoFit", formerly Nowphit Operations Inc.), creator of the forthcoming SoFit social gaming platform that empowers individuals to improve their health and fitness. IAG has also partnered with Toronto's
Spark Innovations
for hardware design and engineering of the proprietary SoFit transmitter and harness components.
"We are excited to announce our partnership with Endloop and Spark", says Marc Askenasi, President and CEO of IAG. "We feel that Endloop's premium brand of mobile expertise is exactly what SoFit needs to be a success." Endloop was named one of the Digital Media companies to watch by
Marketing Magazine
(
September 2011
), and has developed mobile apps for brands like Subway, Reactine, and the Rethink Breast Cancer Foundation.
"Spark has over two decades of experience building innovative products for the health and fitness space", Mr. Askenasi says. "They've attained over 200 US patents and worked with brands like Adidas, Burton, and Nike. SoFit is not just a mobile app, there are physical components that complete the platform. To get those right we need a company like Spark to ensure we're constantly innovating the way the mobile software and physical hardware connect".
IAG has also disclosed that Nowphit Operations Inc. ("Nowphit") has officially changed its name to SoFit Mobile Inc. "We had settled on Nowphit before we started working with Endloop and Spark", explains Mr. Askenasi. "It was a working title and at the time of conception it best-represented what the platform was all about. After a number of internal branding sessions and consulting with experts in the creative and branding space, we collectively agreed that SoFit, which is short for Social Fitness, is more appropriate and lends itself to a larger brand strategy that will be illustrated as we roll out the program".
1
About IAG and SoFit Mobile
IAG is an emerging digital technology company focused on mobile health and fitness. IAG's mission is to build industry-defining businesses through a combination of organic growth and acquisitions.
SoFit Mobile is in the process of developing
SoFit
- a new social gaming platform that empowers individuals to improve their health and fitness. SoFit products include integrated mobile applications and complementary wireless devices that fuse the on and offline worlds. Products are currently in development and are expected to launch in 2012.
Forward-looking Statements
Note: This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. InterAmerican Gaming Inc. cannot provide assurances that the matters described in this press release will be successfully completed or that the company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in InterAmerican Gaming Inc. SEC filings. InterAmerican Gaming Inc. undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with InterAmerican Gaming Inc.'s business, please refer to the risks and uncertainties detailed from time to time in InterAmerican Gaming Inc.'s SEC filings.
2
This release does not constitute an offer for sale of securities.
Contact Information
InterAmerican Gaming Inc.
Mike Connell
Media & Investor Relations Contact
mike@interamericangaming.com
3

label: organization

text: InterAmerican Gaming Inc.

text:
InterAmerican
Gaming
Inc.

label: person

text: Marc Askenasi

text: InterAmerican Gaming Inc.

text: InterAmerican Gaming Inc.

text: InterAmerican Gaming Inc.

text: InterAmerican Gaming Inc.

text: InterAmerican Gaming Inc.

text: InterAmerican Gaming Inc.

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-99.1
3
exhibit99-1.htm
EXHIBIT 99.1
SunOpta Inc.: Exhibit 99.1 - filed by newsfilecorp.com
Exhibit 99.1
FOR IMMEDIATE RELEASE
SUNOPTA ANNOUNCES SALE OF SUNOPTA BIOPROCESS INC. TO MASCOMA
CORPORATION
Combination creates a leading international biofuels
company with extensive capabilities in the production of low-cost cellulosic
biofuels
Toronto, Ontario, September 1, 2010 - SunOpta Inc. ("SunOpta")
(NASDAQ:STKL; TSX:SOY), a leading global company focused on natural, organic and
specialty foods and natural health products, today announced the sale of SunOpta
BioProcess Inc. ("SBI") to Mascoma Corporation ("Mascoma"). The combination
brings together SBI's fiber preparation and pretreatment technology with
Mascoma's consolidated bioprocessing ("CBP") technology, to create a company
with comprehensive capabilities for converting non-food cellulose (wood chips,
energy crops and organic solid waste) into ethanol and high value co-products.
The combination of Mascoma and SBI results in a company that is
well positioned to achieve the industry's objective of low-cost, sustainable
production of transportation fuels from non-food biomass. By integrating SBI's
state-of-the-art fiber preparation and pretreatment technology (known as the
upstream component of cellulosic ethanol production) with Mascoma's consolidated
bioprocessing technology (known as the downstream component of cellulosic
ethanol production), the new company brings together two core technical
competencies essential for the effective conversion of non-food cellulose into
ethanol and high-value co-products. In addition to these technical synergies,
the combined entity will have operational presence in both the United States and
Canada, and an extensive intellectual property position in the cellulosic
biofuels sector, with broad coverage of both pretreatment and consolidated
bioprocessing technologies.
Both SBI and Mascoma have made significant progress towards
commercialization and collectively have development partners in the US, Canada,
China, Brazil and South Africa, all of which should benefit from the
combination. In early 2010, SBI announced a major contract to supply its fiber
preparation and pretreatment technology to one of the largest operators in the
new energy sector in China.
The transaction values SBI at approximately $51 million and
will be funded via a combination of preferred and common shares in Mascoma. As a
result, the combined company will be approximately 73% owned by existing Mascoma
shareholders, approximately 18% by SunOpta, and the balance by other SBI
shareholders. Jeremy Kendall, Chairman of SunOpta and former Chairman of SBI
will join Mascoma's Board of Directors. Post the transaction, SunOpta will
account for its ownership position in Mascoma on a cost basis and as a result
will not include the ongoing financial results of Mascoma in operational
results.
1
Mascoma, through its affiliate Frontier Renewable Resources
LLC, is currently developing a commercial scale production facility in Kinross,
Michigan. The facility is based on technologies developed in Mascoma's
laboratories in Lebanon, New Hampshire and operating in its 57,000 square foot
demonstration facility in Rome, New York. The facility will also incorporate
technologies developed by SBI from its pilot operations in Waterdown, Ontario
and Brampton, Ontario.
"We are pleased to announce this important and strategic
acquisition. We share a common vision of solving one of the most important
energy problems in the world: enabling a sustainable transportation fuel sector
by converting cellulosic biomass to fuel in a low-cost, sustainable way", said
Bill Brady, Chief Executive Officer of Mascoma. "The combined company has
extensive commercial experience, with the application of our technologies around
the world, and the technology breadth to offer a complete biofuels solution. We
believe the combination of Mascoma and SBI significantly advances our
capabilities in the cellulosic ethanol field and positions the combined entity
for a successful future".
Steve Bromley, President and Chief Executive Officer of SunOpta
commented, "We are very pleased to have entered into this transaction with
Mascoma. We believe that Mascoma is the ideal partner for SBI given its leading
edge biotechnology in the conversion of non-food biomass into biofuels. This
transaction allows SunOpta shareholders to continue to participate in the
commercialization of low-cost biofuels and xylitol through an equity investment
in Mascoma. More importantly, it allows SunOpta to realize on its stated
objective to focus on its core value-added natural and organic foods business.
We want to express our sincere appreciation to the SBI team for their years of
hard work and dedication and wish them continued success".
About SunOpta Inc
.
SunOpta Inc. is a leading global company focused on natural,
organic and specialty foods and natural health products. The Company specializes
in sourcing, processing and packaging of natural and organic food products,
integrated from seed through packaged products; with a focus on strategically
significant vertically integrated business models The Company's core natural and
organic food operations focus on value added grains, fiber and fruit based
product offerings, supported by a global infrastructure. The Company has two
non-core holdings, a 66.4% ownership position in Opta Minerals Inc. (TSX:OPM), a
producer, distributor, and recycler of environmentally friendly industrial
materials; and an 18% ownership position in Mascoma Corporation, an innovative
biofuels company.
About SunOpta BioProcess Inc.
SunOpta BioProcess Inc. provides a wide range of research,
development, engineering and process installation services, and holds patents
and patent applications on its proprietary fiber preparation, pretreatment and
downstream processes. SBI offices are located in Brampton, Ontario with pilot
facilities at this location as well as a second location in Waterdown, Ontario.
In early 2010 SBI announced a major contract to supply its fiber preparation and
pretreatment technology to one of the largest operators in the corn biochemical
processing and new energy sectors in China which is owned by a consortium of
leading Chinese companies including one of the largest petrochemical companies
in China.
About Mascoma Corporation
Mascoma Corporation is an innovative biofuels company committed
to developing environmentally sustainable, low cost, low carbon biofuels from
cellulosic biomass. The company's consolidated bioprocessing method converts
non-food biomass feedstocks into cellulosic ethanol through the use of a
proprietary process that eliminates the need for costly enzymes and additives.
The company's corporate office and R&D laboratories are based in Lebanon,
New Hampshire. Mascoma is producing cellulosic ethanol on a demonstration scale
at its facility in Rome, New York. Its affiliate, Frontier Renewable Resources
LLC is developing a commercial scale production facility in Kinross, Michigan.
For more information, visit
www.mascoma.com
.
2
Forward-Looking Statements
Certain statements included in this press release may be
considered "forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation, which are based on information available to us on the
date of this release. These forward-looking statements include, but are not
limited to, management's expectations with respect to the capabilities of the
combined company, the anticipated closing date of the transaction, and the
perceived benefits of the merger. The terms and phrases "will result",
"expected", "positions", "continue", "realize" and other similar terms and
phrases are intended to identify these forward looking statements. Forward
looking statements are based on information available to us on the date of this
release and are based on estimates and assumptions made by the Company in light
of its experience and its perception of historical trends, current conditions
and expected future developments as well as other factors the Company believes
are appropriate in the circumstances including, but not limited to, general
economic conditions, the current capabilities of each of SBI and Mascoma,
technological advancements, government regulations and demand for advanced
biofuels. Whether actual timing and results will agree with expectations and
predications of the Company is subject to many risks and uncertainties
including, but not limited to, general economic conditions, competitive
intensity, failures or delays in technological advancements, new government
regulations, changes in demand for advanced biofuels, unanticipated increases in
costs of production, inability to secure additional financing and other risks
described from time to time under "Risk Factors" in the Company's Annual Report
on Form 10-K and its Quarterly Reports on Form 10-Q (available at
www.sec.gov
). Consequently all forward-looking
statements made herein are qualified by these cautionary statements and there
can be no assurance that the actual results or developments anticipated by the
Company will be realized.
For further information, please contact:
SunOpta Inc.
Steve Bromley, President & CEO
Eric Davis, Vice President & CFO
Tony Tavares, Chief Operating Officer
Susan Wiekenkamp, Information Officer
Tel: 905-455-2528, ext 103
susan.wiekenkamp@sunopta.com
Website:
www.sunopta.com
3

text: SunOpta Inc.

text: SUNOPTA

text: SUNOPTA BIOPROCESS INC.

text:
MASCOMA
CORPORATION

text: SunOpta Inc.

text: SunOpta

text:
SunOpta
BioProcess Inc.

text: Mascoma Corporation

text: SunOpta

text: Jeremy Kendall

text: SunOpta

text: SunOpta

text: Bill Brady

text: Steve Bromley

text: SunOpta

text: SunOpta

text: SunOpta

text: SunOpta Inc.

text: Mascoma Corporation

text: SunOpta BioProcess Inc.

text: SunOpta BioProcess Inc.

text: Mascoma Corporation

text: Mascoma Corporation

text: SunOpta Inc.

text: Steve Bromley

text: Eric Davis

text: Tony Tavares


text:
EX-99.1
2
d263964dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Contact: Tim Berryman
Director - Investor Relations
Medical Properties Trust, Inc.
(205) 969-3755
tberryman@medicalpropertiestrust.com
MEDICAL PROPERTIES TRUST, INC. COMPLETES $1.25 BILLION INVESTMENT
IN NINE STEWARD HEALTH CARE HOSPITALS
Birmingham, AL - October 3, 2016 -
Medical Properties Trust, Inc. (the "Company" or "MPT") (NYSE: MPW) today
announced that it has completed the previously announced acquisition of real estate interests of nine acute care hospitals operated by Steward Health Care System LLC ("Steward") and an equity interest in Steward. Also as previously
announced, certain members of Steward management and affiliates of Cerberus Capital Management committed to acquire 10,344,828 common shares of MPW. Such investment will have no rights separate from all other common shareholders and is expected to
close imminently.
The Company financed the acquisitions with proceeds from its recently closed public offering of 57.5 million shares of its common
stock (including the underwriters' full exercise of their overallotment options) and borrowings from its revolving credit facility.
About Medical
Properties Trust, Inc.
Medical Properties Trust, Inc. is a Birmingham, Alabama based self-advised real estate investment trust formed to capitalize on
the changing trends in healthcare delivery by acquiring and developing net-leased healthcare facilities. MPT's financing model allows hospitals and other healthcare facilities to unlock the value of their underlying real estate in order to fund
facility improvements, technology upgrades, staff additions and new construction. Facilities include acute care hospitals, inpatient rehabilitation hospitals, long-term acute care hospitals, and other medical and surgical facilities. For more
information, please visit the Company's website at www.medicalpropertiestrust.com.
The statements in this press release that are forward looking
are based on current expectations and actual results or future events may differ materially. Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "will", "would",
"could", "expect", "intend", "plan", "aim", "estimate", "target", "anticipate", "believe", "continue", "objectives", "outlook",
"guidance" or other similar words, and include statements regarding MPT's plans, strategies, objectives, targets, future expansion and development activities and expected financial performance. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual results of the Company or future events to differ materially from those expressed in or underlying such forward-looking
1
statements, including without limitation: the satisfaction of all conditions to, and the timely closing (if at all) of pending transactions; the capacity of the Company's tenants to meet the
terms of their agreements; net income per share; Normalized FFO per share; expected payout ratio, the amount of acquisitions of healthcare real estate, if any; capital markets conditions, the repayment of debt arrangements; statements concerning the
additional income to the Company as a result of ownership interests in certain hospital operations and the timing of such income; the payment of future dividends, if any; completion of additional debt or equity arrangements, and additional
investments; national and international economic, business, real estate and other market conditions; the competitive environment in which the Company operates; the execution of the Company's business plan; financing risks; the Company's
ability to maintain its status as a REIT for federal income tax purposes; acquisition and development risks; potential environmental and other liabilities; and other factors affecting the real estate industry generally or healthcare real estate in
particular; and the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain equity or debt financing secured by our properties or on an unsecured basis, and the factors referenced
under the section captioned "Item 1.A Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2015 and "Item 1.A Risk Factor" in our quarterly report Form 10-Q for the quarter ended June 30,
2016. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking
statements, and MPT disclaims any responsibility to update such information.
# # #
2

text: Tim Berryman

text: Medical Properties Trust, Inc.

text: MEDICAL PROPERTIES TRUST, INC.

text: Medical Properties Trust, Inc.

text: Steward Health Care System LLC

label: fund

text: Cerberus Capital Management

override: fund

text:
Medical
Properties Trust, Inc.

text: Medical Properties Trust, Inc.


text:
EX-99
3
ex_99-1.htm
PRESS RELEASE
Exhibit 99.1
First Titan Corp. Acquiring AngioSoma, Inc.
Houston, Texas (June 7, 2016) - First Titan Corp. (OTCQB: FTTN) (the "
Company
") is proud to announce the acquisition of AngioSoma, Inc., effective ten (10) days after the filing of a Form 14F with the SEC. The acquisition of AngioSoma, Inc. as a subsidiary of the Company provides diversification outside of the depressed oil & gas industry and significant upside potential with the intellectual property licensed by AngioSoma, Inc.
On June 3, 2016, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with AngioSoma Research, Inc., a Texas corporation, a newly formed wholly owned subsidiary of the Company, AngioSoma, Inc., a Nevada corporation, and the stockholders of AngioSoma, Inc. Pursuant to the Agreement, AngioSoma Research, Inc. will merge with and into AngioSoma, Inc., and the Company's name will change to AngioSoma, Inc. The surviving corporation, AngioSoma Research, Inc., will be domiciled in Texas as a wholly owned subsidiary of the Company under its new name AngioSoma, Inc. The purchase price for the acquisition consists of the issuance by the Company of 20,000,000 shares of our Common Stock, par value $0.001 per share to the stockholders of AngioSoma, Inc.
Further information is available on Forms 8K and 14F filed with the US Security and Exchange Commission, available at http://www.sec.gov.
ABOUT FIRST TITAN CORP.
First Titan Corp. (http://www.firsttitanenergy.com), through its wholly owned subsidiary, First Titan Energy, LLC, is committed to the exploration and development of oil and natural gas resources around the globe. The Company continually seeks to partner with energy developers that are pursuing innovative new methods of oil and gas extraction, including the development of new technologies, cleaner methods and unconventional resources.
ABOUT ANGIOSOMA, INC.
AngioSoma, Inc. (http://www.angiosoma.com), a Texas corporation based in Montgomery, Texas, acquired the rights to Liprostin™, a Peripheral Artery Disease therapy using FDA approved Alprostadil™ packaged inside a proprietary Liposome for controlled drug release. Phase II Clinical Trials (a-b-c) had been completed with excellent results treating intermittent claudication (pain from walking) and non-healing ulceration. Data shows Liprostin™ is more than twice as effective as and four times faster than FDA approved drug Cilostazol™ for treating intermittent claudication. A huge, non-healing ulceration was eliminated in 200 days. We have established our protocols and are ready to retain a Contract Research Organization to conduct Clinical Trials Phase III with the 60 patient protocol approved by the FDA, which will take approximately 12 months to complete.
NOTICE REGARDING FORWARD LOOKING STATEMENTS
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that include the words "
believes
", "
expects
", "
anticipate
" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone's past success, either financial or strategic, is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.
CONTACT
First Titan Corporation
Sydney Jim, 702-448-8148
President and CEO
info@firsttitanenergy.com

text: First Titan Corp.

text: AngioSoma, Inc.

text: First Titan Corp.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: AngioSoma, Inc.

text: FIRST TITAN CORP.

text: First Titan Corp.

text: ANGIOSOMA, INC.

text: AngioSoma, Inc.


text:
EX-99.1
2
g081763_ex99-1.htm
EXHIBIT 99.1
Exhibit
99.1
TheStreet,
Inc. Completes Sale of its Institutional Business
NEW
YORK, Feb. 14, 2019 -- TheStreet, Inc. (Nasdaq: TST), a leading financial news and information company, today announced it has
completed the sale of its institutional business units, The Deal and BoardEx, to Euromoney Institutional Investor PLC ("Euromoney").
The sale, which was initially announced on December 6, 2018, was approved by TheStreet's stockholders on February 12, 2019.
As
previously announced and in connection with the closing of the sale, TheStreet will now be led by Eric Lundberg as Chief Executive
Officer, who will also continue his role as Chief Financial Officer. Mr. Lundberg will also join the Company's Board of
Directors, effective immediately. Margaret de Luna, who has served as President of TheStreet's consumer business, will assume
her new role of President and Chief Operating Officer of the Company, effective immediately.
The
Company continues to expect that a substantial portion of the net proceeds from the sale, along with a portion of its current
cash on hand, will be distributed to TheStreet's stockholders. The Board is evaluating the various ways to complete this distribution,
including, among other factors, the timing and amount of such distribution.
"Completing
the sale of our institutional business is a meaningful milestone for TheStreet and we wish our colleagues continued success with
Euromoney", commented Eric Lundberg, Chief Executive Officer and Chief Financial Officer of TheStreet. "We look forward
to this next phase of TheStreet's evolution as we deepen our focus on our consumer business and strive to maximize value
for stockholders".
About TheStreet,
Inc.
TheStreet, Inc. (NASDAQ: TST, www.t.st) is a leading financial news and information provider to investors and institutions
worldwide. The Company's flagship brand, TheStreet (www.thestreet.com), has produced unbiased business news and market
analysis for individual investors for more than 20 years.
About Euromoney
Institutional Investor PLC
Euromoney is a global, multi-brand information business which provides critical data, price reporting, insight, analysis and must-attend
events to financial services, commodities, telecoms and legal markets. Euromoney is listed on the London Stock Exchange and
is a member of the FTSE 250 share index. www.euromoneyplc.com
Notice
Regarding Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include statements regarding our planned distribution to stockholders and our ongoing
consumer business. Such forward-looking statements are subject to risks and uncertainties, including those described in the
Company's filings with the Securities and Exchange Commission("SEC") that could cause actual results to differ
materially from those reflected in the forward-looking statements. Factors that might contribute to such differences include,
among others, a review of our ongoing uses of capital and plans for our consumer business, economic downturns and the general
state of the economy, including the financial markets; our ability to drive revenue, and increase or retain current consumer subscription
revenue; our ability to develop new products; competition and other factors set forth in our filings with the SEC, which
are available on the SEC's website at www.sec.gov. All forward-looking statements contained herein are made
as of the date of this press release. Although the Company believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future results or occurrences. The Company disclaims any obligation to
update these forward-looking statements, whether as a result of new information, future developments or otherwise.
Contact:
Kate
Beers, Brunswick Group, 212-333-3810, TheStreet@brunswickgroup.com

text:
TheStreet,
Inc.

text: TheStreet, Inc.

text: The Deal and BoardEx

text: Euromoney Institutional Investor PLC

text: Eric Lundberg

text: Eric Lundberg

text:
TheStreet,
Inc.

text: TheStreet, Inc.

text:
Euromoney
Institutional Investor PLC


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
News Release
Contact:
For Immediate Release
Anna Austin
EVP, Corporate Communications
(314) 523-8354
investor.relations@tlcvision.com
TLC
Vision
Acquires Assets of Mobile Diagnostics, Inc. for its Cataract Division
St. Louis, Missouri, February 22
,
2005 -TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North
America's premier eye care services company announced today that Midwest Surgical Services (MSS)
acquired the assets of Mobile Diagnostics Inc. (MDI). MSS, TLC
Vision's
cataract subsidiary, is
considered to be the largest cataract outsource service provider in the United States.
MDI, a Minnesota based corporation, provides mobile glaucoma scanning services to Optometrists and
Ophthalmologists. Glaucoma is a group of eye diseases that can gradually cause loss of sight
without warning and often without symptoms if not detected in time. It affects over 3 million
Americans.
MDI's services provide early detection and management of glaucoma. The GDx VCC exams provide the
earliest possible detection of glaucoma by measuring the health of the retinal nerve layer. The
Ocular Blood Flow Analyzer records ocular blood flow data, providing information about the vascular
network of the eye.
"This acquisition is consistent with our strategy to diversify our eye care services business.
Glaucoma diagnostic capability broadens our offering and allows us to expand and further leverage
our current doctor relationships", commented Jim Wachtman, President and Chief Executive Officer.
About TLC
Vision
TLC
Vision
is North America's premier eye care services company. The key drivers of TLC
Vision's
strategy are our affiliated network of thousands of eye doctors, proven corporate and consumer
marketing and education programs, and access to state of the art clinical technologies. We are
supported by a strong operations management culture and superior information technology. More
information about the company can be found on the TLC
Vision
web site at
www.tlcv.com
.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of
the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, which
statements can be identified by the use of forward looking terminology, such as "may", "will,"
"expect", "intend, "anticipate", "estimate", "predict", "plans" or "continue" or the negative
thereof or other variations thereon or comparable terminology referring to future events or
results. The Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of numerous factors, including the timing of expenditures,
effects of competition, changes to pricing, acquisitions and expansion opportunities, any of which
could cause actual results to vary materially from current results of TLC
Vision
's anticipated
future results. See the Company's reports filed with the Canadian Securities Regulators and the
U.S. Securities and Exchange Commission from time to time for cautionary statements identifying
important factors with respect to such forward looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from results referred to in
forward looking statements. TLCVision assumes no obligation to update the information contained in
this press release.

text:
TLC
Vision

text: Mobile Diagnostics, Inc.

text: TLC Vision Corporation

text: Midwest Surgical Services

text: Mobile Diagnostics Inc.

text:
TLC
Vision

text: Jim Wachtman

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision


text:
EX-99.1
5
v046866_ex99-1.htm
Contact:
Curtis
Garner
Chief
Financial Officer
Otelco
Inc.
205-625-3580
Curtis@otelcotel.com
Otelco
Completes Acquisition of Mid-Maine Communications
ONEONTA,
Alabama (July 5, 2006
)-
Otelco
Inc. (AMEX: OTT; TSX: OTT.un), the
sole
wireline telephone services provider in several rural communities in Alabama
and
Missouri, announced that it has completed its previously announced acquisition
of Mid-Maine Communications, Inc. for approximately $37.8 million in cash.
Mid-Maine,
located in Bangor, Maine, has provided telecommunications solutions to
residential and business customers since 1994. Mid-Maine offers a complete
set
of voice, data and Internet services through both a regulated and non-regulated
subsidiary. The acquisition increases Otelco's total access line equivalents
from 39,000 to over 61,000.
Otelco
financed the acquisition through additional bank borrowings. In connection
with
the transaction, Otelco refinanced its existing senior secured credit facility
at a lower rate and increased its size to $135 million. GE Capital Markets
acted
as lead arranger for the financing.
CIBC
World Markets served as the exclusive financial advisor to Otelco on this
transaction. Daniels & Associates, L.P., represented
Mid-Maine.
ABOUT
OTELCO
Otelco
Inc., headquartered in Oneonta, Alabama, is the sole wireline telephone services
provider in several rural communities in Alabama, Missouri and Maine. The
Company's services include local telephone, network access, long distance,
high-speed and dial-up Internet access, cable television and other telephone
related services. With more than 61,000 access lines equivalents, which are
defined as access lines, cable modems and digital subscriber lines, Otelco
is
among the top 50 largest local exchange carriers in the United States based
on
number of access line equivalents. Otelco operates six incumbent telephone
companies serving rural markets, or rural local exchange carriers, each of
which
can trace its history as a local telecommunications provider as far back as
the
early 1900s. For more information, visit the Company's web site at
www.otelco.net
.
-
END
-

text:
Curtis
Garner

text:
Otelco
Inc.

text: Otelco

text: Mid-Maine Communications

text:
Otelco
Inc.

text: Mid-Maine Communications, Inc.

text: Otelco

text: Otelco

text: Otelco

text:
CIBC
World Markets

text: Otelco

text: Daniels & Associates, L.P.

text: OTELCO

text:
Otelco
Inc.

text: Otelco

text: Otelco


text:
EX-99.1
3
c49780_ex99-1.htm
c49780_ex99-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 99.1
TheStreet.com Acquires Corsis, Including Promotions.com
Accelerates Shift to Higher-Margin Advertising Revenue
NEW YORK, August 2, 2007
(BUSINESSWIRE) -- TheStreet.com, Inc. (NASDAQ: TSCM), a leading provider of financial commentary, analysis, research, news and ratings, today announced that it has acquired
Corsis - a leading provider of custom solutions for advertisers, marketers and content publishers, which includes Promotions.com, a full-service online promotions agency that implements interactive promotions for some of the largest brands in
the world.
The acquisition will propel TheStreet.com forward in its strategy to become a premier one-stop shop for advertisers, advertising agencies and corporations in search of a broad spectrum of innovative, interactive advertising
solutions, while further expanding the Company's current advertising offerings.
"Advertisers are asking for more than search and banner campaigns", said Thomas J. Clarke Jr., chairman and chief executive officer of TheStreet.com. "The acquisition of Corsis and Promotions.com will address our
advertisers' demand for more integrated marketing campaigns that are being requested of all publishers. This acquisition will provide us with a robust technology platform, setting the foundation for the integration of future acquisitions, and
we expect that it will allow us to expand our gross margins".
Online advertising has evolved from banner tiles, to search, to the interactive campaigns most effective in today's Web 2.0 world. Online promotion is part of a rapidly expanding multi-billion dollar market. The acquisition
announced today positions the Company for significant growth in this developing category.
"We see exploding demand in online promotions from our Fortune 100 client base including Kraft Foods and HSBC, as well as agencies such as The Marketing Store", said Gregg Alwine, co-President of Corsis. "With the
resources, brand recognition and network of advertisers of TheStreet.com behind us, we believe we can capture this opportunity and expand our leadership in the space".
The purchase price of the acquisition of Corsis Technology Group II LLC is approximately $20.7 million, consisting of approximately $12.5 million in cash (including approximately $3.3 million in debt repayment) and
694,230 shares of unregistered common stock of TheStreet.com. The Company expects the acquisition to be immediately accretive.
TheStreet.com will conduct a conference call today August 2, 2007, at 4:30 pm EST to discuss today's announcement. To participate in the call, please dial
800.299.0148
and enter passcode
37711785
. The Company will provide a replay beginning today at 6:30 pm EST until midnight on August
9, 2007 at:
888-286-8010
, passcode:
81611950
. To access a webcast of the event, please visit:
http://phx.corporate-ir.net/playerlink.zhtml?c=65508&s=wm&e=1618522
About TheStreet.com, Inc.
TheStreet.com,
Inc. (Nasdaq: TSCM) is a leading multimedia provider of business, investment
and ratings content, available through its proprietary properties, which include
Web sites, email subscription services, syndication and audio and video programming.
Founded in 1996, TheStreet.com, Inc. pioneered the electronic publishing of financial
information on the Internet. Today, the Company offers proprietary information
on stocks, mutual funds, exchange traded funds (ETFs) and financial institutions,
including various insurers; HMOs; Blue Cross Blue Shield plans; banks and savings
and loans. The Company's breadth of top-grade services empowers a wide audience of retail and professional investors, by delivering information they can rely upon to make sound, informed financial decisions.
Cautionary Statement Concerning Forward-Looking Statements
Statements
contained in this release relating to plans, strategies, objectives, economic
performance and trends and other statements that are not descriptions of historical
facts may be forward- looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking information is inherently subject
to risks and uncertainties, and actual results could differ materially from those
currently anticipated due to a number of factors, which include, but are not
limited to, the factors set forth under the heading "Risk Factors" and
elsewhere in our 2006 annual report on Form 10-K and reports on Form 10-Q and
Form 8-K, and in other documents filed by us with the Securities and Exchange
Commission from time to time. Forward-looking statements may be identified by
terms such as
"may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "forecasts,"
"potential", or "continue" or similar terms or the negative
of these terms. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. The forward-looking statements included in this
release are made only as of the date of this release, and, under Section 27A
of the Securities Act and Section 21E of the Exchange Act, we do not have any
obligation to publicly update any forward-looking statements to reflect subsequent
events or circumstances.
SOURCE: TheStreet.com, Inc.
CONTACTS:
Chaela Volpe, Investor Relations Manager, TheStreet.com
Email:
Chaela.Volpe@thestreet.com
Phone: 212-321-5008

text: TheStreet.com

text: Corsis

text: TheStreet.com, Inc.

text: Corsis

text: TheStreet.com

text: TheStreet.com

text: Corsis

text: Corsis

text: TheStreet.com

text: Corsis Technology Group II LLC

text: TheStreet.com

text: TheStreet.com

text: TheStreet.com, Inc.

text:
TheStreet.com,
Inc.

text: TheStreet.com, Inc.

text: TheStreet.com, Inc.

text: Chaela Volpe

text: TheStreet.com


text:
EX-99.1
3
pressrelease-december1.htm
EX-99.1
Document
Exhibit 99.1
KINGSWAY CLOSES ACQUISITION OF PWI HOLDINGS
Itasca, Illinois (December 1, 2020) - (NYSE: KFS) Kingsway Financial Services Inc. ("Kingsway") today announced the closing of its acquisition of PWI Holdings, Inc. (collectively with its subsidiaries Preferred Warranties, Inc., Superior Warranties, Inc., Preferred Warranties of Florida, Inc., and Preferred Nationwide Reinsurance Company, Ltd., "PWI"). The addition of PWI further strengthens Kingsway's position in the vehicle service contract and extended warranty industry.
"PWI is an excellent complement to Kingsway's portfolio of vehicle service contract and extended warranty businesses", said Kingsway President and CEO, J.T. Fitzgerald. "PWI has shown that it has the ability to continue its strong financial performance in spite of the challenges posed by the ongoing pandemic. We look forward to helping the PWI team continue to grow their business." For the twelve month period ending September 30, 2020, PWI had $4.2 million of unaudited GAAP income before income taxes and $6.6 million of unaudited Non-GAAP EBITDA. A reconciliation of GAAP income before income taxes to Non-GAAP EBITDA is presented on the attached schedule. Even after taking into consideration the anticipated effects of purchase accounting and anticipated increases in expenses on a standalone basis, Kingsway expects the acquisition to be accretive.
"We are thrilled to join the Kingsway team", said Edmund Field, President of PWI. "The Kingsway model of buying businesses with an eye toward long-term growth and value creation makes Kingsway the perfect home for PWI. I look forward to working with J.T. and the rest of the Kingsway team going forward".
In connection with the acquisition, Kingsway fully repaid a legacy loan (the "KWH Legacy Loan") to Kingsway Warranty Holdings LLC ("KWH").
Kingsway financed the acquisition and the payoff of the KWH Legacy Loan with a combination of debt financing provided by CIBC Bank USA and cash on hand. KWH borrowed a total of $25.7 million, $24.7 million in the form of a term loan and $1 million in the form of a revolver (together, the "KWH New Loan"). The KWH New Loan has a variable interest rate, with the initial annual interest rate equal to 3.75%. The KWH New Loan requires quarterly principal and interest payments and the term loan matures on December 1, 2025. Based upon current interest rates, Kingsway anticipates incurring slightly less total interest expense under the KWH New Loan than the KWH Legacy Loan.
About Kingsway
Kingsway is a holding company that owns or controls subsidiaries primarily in the extended warranty, asset management and real estate industries. The common shares of Kingsway are listed on the New York Stock Exchange under the trading symbol "KFS".
Exhibit 99.1
Non U.S. GAAP Financial Measure
The Company believes that non-GAAP EBITDA, when presented in conjunction with the comparable GAAP measure, provides useful information about the Company's operating results and enhances the overall ability to assess the Company's financial performance. The Company uses non-GAAP EBITDA, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Non-GAAP EBITDA allows investors to make a more meaningful comparison between the Company's core business operating results over different periods of time. The Company believes that non-GAAP EBITDA, when viewed with the Company's results under GAAP and the accompanying reconciliation, provides useful information about the Company's business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by the factors listed in the attached schedule, the Company believes that non-GAAP EBITDA can provide useful additional basis for comparing the current performance of the underlying operations being evaluated.
Forward-Looking Statements
This press release may include "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 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks" and variations and similar words and expressions are intended to identify such forward-looking statements; however, the absence of any such words does not mean that a statement is a not a forward-looking statement. Such forward-looking statements relate to future events or future performance but reflect Kingsway management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the section entitled "Risk Factors" in Kingsway's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Annual Report"). Except as expressly required by applicable securities law, Kingsway disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Additional Information
Additional information about Kingsway, including a copy of the 2019 Annual Report and filings on Forms 10-Q and 8-K, can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission's website at www.sec.gov, on the Canadian Securities Administrators' website at www.sedar.com, or through Kingsway's website at www.kingsway-financial.com.
Exhibit 99.1
Kingsway Financial Services Inc.
Reconciliation of PWI GAAP Income before Income Taxes to PWI Non-GAAP EBITDA
For the Twelve Months Ended September 30, 2020
(in thousands)
(UNAUDITED)
PWI GAAP income before income taxes
$ 4,171
Non-GAAP Adjustments:
Amortization of intangible assets
2,352
Depreciation
52
Interest
--
Total Non-GAAP Adjustments
2,404
PWI Non-GAAP EBITDA
$ 6,575

text: KINGSWAY

text: Kingsway Financial Services Inc.

text: Kingsway

text: PWI Holdings, Inc.

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Edmund Field

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway

text: Kingsway Financial Services Inc.


text:
EX-99.1
12
crk-ex991_13.htm
EX-99.1
crk-ex991_13.htm
Exhibit 99.1
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8834
Contact: Gary H. Guyton
Director of Planning and Investor Relations
Web Site: www.comstockresources.com
NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES ANNOUNCES CLOSING
OF COVEY PARK ENERGY MERGER
FRISCO, TX, July 16, 2019
- Comstock Resources, Inc. (NYSE: CRK) ("Comstock" or the "Company") today announced that it has closed the previously announced acquisition of Covey Park Energy LLC ("Covey Park") in a cash and stock merger valued at approximately $2.2 billion.
As part of this transaction Jerry Jones, owner of the Dallas Cowboys Football Club Ltd, invested $475.0 million in the Company in exchange for 50,000,000 newly issued shares of Comstock common stock valued at $6.00 per share and $175.0 million of newly issued shares of convertible preferred stock of Comstock. Thisequity investment brings Mr. Jones' total investment in Comstock to approximately $1.1 billion. Comstock also assumed Covey Park's existing $625.0 million 7.5% senior notes, retired $380.0 million outstanding under Covey Park's bank credit facility and redeemed all outstanding previously issued Covey Park preferred equity for $153.4 million. Covey Park's equity owners received $700.0 million in cash, $210.0 million of a newly issued convertible Comstock preferred stock and 28,833,000 shares of newly issued Comstock common stock valued at $6.00 per share. The total $385.0 million in newly issued preferred stock issued in the transaction has a quarterly cash dividend of 10% per annum and can be converted into shares of Comstock common stock at a conversion price of $4.00 per share on or after July 16, 2020. The Company has the right to redeem the preferred stock at any time at face value plus accrued dividends.
The Company also entered into a new $2.5 billion revolving credit facility with eighteen banks. Bank of Montreal is serving as administrative agent for the five year revolving credit facility which has an initial borrowing base of $1.575 billion. The Company elected to set the committed borrowing base at $1.5 billion. The merger transaction was funded with the proceeds from the equity contribution from Mr. Jones and borrowings under the new bank credit facility.
Comstock's Board of Directors was expanded following the merger to include Covey Park's former Co-CEO John Jacobi and Jordan Marye, a Managing Partner of Denham Capital. The Company's management team will continue to be led by M. Jay Allison as Chairman of the Board and Chief Executive Officer and Roland Burns as President and Chief Financial Officer. The go forward executive management team will include leaders from both Comstock and Covey Park and will include Dan Harrison as Chief Operating Officer; David Terry as Senior Vice President of Corporate Development; Patrick McGough as Vice President of Operations; Dan Presley as Vice President of Accounting, Controller and Treasurer; Mark Wilson as Vice President of Financial Reporting; LaRae Sanders as Vice President of Land; and Whitney Ward as Vice President of Marketing. Russell Romoser, Vice President of Reservoir Engineering; Mike McBurney, Vice President of Marketing and Rick Singer, Vice
President of Financial Reporting will continue to serve the Company through the transition period and plan to retire once the transition is complete.
Wells Fargo Securities, LLC acted as lead financial advisor to Comstock and BMO Capital Markets also acted as a financial advisor to Comstock and arranged the new bank credit facility. Locke Lord LLP acted as legal advisor to Comstock. BofA Merrill Lynch and Barclays acted as lead financial advisors to Covey Park. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC also provided financial advice to Covey Park. Vinson & Elkins LLP acted as legal advisor to Covey Park.
Comstock is a growing independent energy company engaged in the acquisition, development, production and exploration of oil and gas properties primarily in Texas, Louisiana and North Dakota. For more information, visit
www.crkfrisco.com
. The company's common stock is traded on the NYSE under the ticker symbol "CRK".
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct.

text: Gary H. Guyton

text: COMSTOCK RESOURCES

text: COVEY PARK ENERGY

text: Comstock Resources, Inc.

text: Covey Park Energy LLC

text: Russell Romoser

text: Rick Singer

text: Wells Fargo Securities, LLC

text: BMO Capital Markets

override: organization

text: Locke Lord LLP

text: BofA Merrill Lynch and Barclays

text: Citigroup Global Markets Inc.

text: Goldman Sachs & Co. LLC

text: Vinson & Elkins LLP


text:
EX-99.1
3
ex99-1.htm
Exhibit
99.1
DSS
Sells its DSS Digital Division to Proof Authentication Corporation
Company
focused on growing shareholder value through higher return opportunities
ROCHESTER,
N.Y., May 11, 2021 (GLOBE NEWSWIRE) - Document Security Systems, Inc. ("DSS" or the "Company") (NYSE American:
DSS), a multinational company operating businesses in blockchain security, direct marketing, healthcare, consumer packaging, real estate,
renewable energy, and securitized digital assets, today announced Proof Authentication Corporation ("Proof") signed a purchase
agreement pursuant to which Proof acquired 100% of the outstanding shares of DSS Digital, Inc., a wholly-owned subsidiary of the Company
and a leader in innovative anti-counterfeit, authentication, and brand protection solutions.
"We
set out on a mission to revive DSS and the sale of our legacy digital group is another major milestone in our transformation that will
enable us to focus on new, higher-return opportunities to grow shareholder value", stated Frank D. Heuszel, CEO of DSS.
Under
the terms of the agreement, DSS will retain and sell to certain key customers through a non-exclusive license granted by Proof to DSS,
while continuing to use the innovative anti-counterfeiting technology on consumer packaging for authentication and consumer engagement
purposes under the Company's Premier Packaging Corp. division. The terms of the deal with Proof include upfront cash and an earn-out
provision that provides for potential payments to DSS based on the achievement of certain revenue targets. Riparian Partners, LLC served
as financial advisor to Proof, with Orrick serving as its legal counsel. Sichenzia Ross Ference LLP served as legal counsel to DSS.
Jason
Grady, COO of DSS, stated, "Proof has the experience and commitment to take our brand protection solutions, such as AuthentiGuard,
to a new level, giving the market an even better product than we do today. DSS will benefit from Proof's efforts as we continue
to sell key accounts and incorporate technology advancements into Premier's intelligent packaging solutions".
"Having
worked in this space for over 15 years from the brand-side of the table, I can confidently say DSS has some of the best technology in
the authentication market today. Consumers are more aware now than at any time in our history about the prevalence of counterfeit products
in the market. They are clamoring for a way to ensure the products they are buying are real. This acquisition allows us to build on DSS'
innovations and further drive increased value to our client brands and their consumers around the globe", added Dan McKinnon, CEO
of Proof.
AuthentiGuard
is comprised of three key components that work together to secure brands. Developed from patented Prism technology and printed on products
during normal printing processes, the AuthentiGuard mark cannot be duplicated or copied, and it contains embedded codes that hold limitless
amounts of information. The AuthentiGuard application, customizable in functionality, look and feel, reads the encrypted information
to determine authenticity and deliver alerts and information directly to users. Brands also have access to an online portal to manage
their program and view real-time data collected from the application reads.
"While
our digital group has been a great business for DSS over the years, we have moved in a different direction, investing in new growth opportunities
within healthcare, renewable energy, and other emerging technologies that we believe present tremendous potential upside for our shareholders,"
continued Heuszel. "We are excited for what the future holds for our innovate distribution sharing system business model".
About
Proof Authentication Corporation
Proof
is a technology sector company that engineers the world's premier anticounterfeiting authentication solutions. Proof is founded
on the cornerstone principle that effective authentication technologies must always be both accurate and ubiquitous. The company is helmed
by Dan McKinnon, former Head of Global Brand Protection for athletic giant, New Balance, and most notably known for achieving the world's
largest counterfeit damages award in China.
For
more information on Proof, visit:
www.proofauthentication.com
About
Document Security Systems, Inc.
DSS
is a multinational company operating businesses focused on blockchain security, direct marketing, healthcare, consumer packaging, real
estate, and securitized digital assets. Its business model is based on a distribution sharing system in which shareholders will receive
shares in its subsidiaries as DSS strategically spins them out into IPOs. Its historic business revolves around counterfeit deterrent
and authentication technologies, smart packaging, and consumer product engagement. DSS is led by its Chairman and largest shareholder,
Mr. Fai Chan, a highly successful global business veteran of more than 40 years specializing in corporate transformation while managing
risk. He has successfully restructured more than 35 corporations with a combined value of $25 billion.
For
more information on DSS visit
http://www.dsssecure.com
.
Investor
Contact:
Dave
Gentry, CEO
RedChip
Companies Inc.
407-491-4498
Dave@redchip.com
Safe
Harbor Disclosure
This
press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, but are not limited to, statements related to the Company's intended use of proceeds and other statements that
are not historical facts. Forward-looking statements are based on management's current expectations and are subject to risks and
uncertainties that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many
of which are beyond our control, include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing
and strategic agreements and relationships; risks relating to the results of development activities; our ability to attract, integrate
and retain key personnel; our need for substantial additional funds; patent and intellectual property matters; competition; as well as
other risks described in the section entitled "Risk Factors" in the prospectus and in our other filings with the SEC, including,
without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned
not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's
current estimates, projections, expectations, and beliefs. We expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events,
conditions, or circumstances on which any such statement is based, except as required by law.

text: Proof Authentication Corporation

text: Proof Authentication Corporation

text: Proof

text: Proof

text: DSS Digital, Inc.

text: Frank D. Heuszel

text: Proof

text: Proof

text: Riparian Partners, LLC

text: Proof

text: Orrick

text: Sichenzia Ross Ference LLP

text:
Jason
Grady

text: Proof

text: Proof

text: Proof

text: Proof Authentication Corporation

text: Proof

text: Proof

text: Proof

text: Fai Chan

text:
Dave
Gentry


text:
EX-99.1
3
a15-25266_1ex99d1.htm
EX-99.1
Exhibit 99.1
Landmark Infrastructure Partners LP Announces 8
th
Acquisition of Real Property Interests from Sponsor, Landmark Dividend LLC; Tenant Sites Have More than Doubled Since IPO
El Segundo, California, December 21, 2015 (GLOBE NEWSWIRE) - Landmark Infrastructure Partners LP (the "Partnership") (NASDAQ: LMRK) today announced that it has acquired 41 tenant sites located in 12 states from its sponsor, Landmark Dividend LLC ("Landmark"), for total consideration of $24.2 million. This acquisition is expected to be immediately accretive to the Partnership's distributable cash flow.
The Partnership's Chief Executive Officer, Tim Brazy, said, "We are very excited to announce the Partnership's eighth acquisition from Landmark this year. Since the beginning of the year, we have acquired 761 tenant sites for total consideration of approximately $270 million, achieving significant milestones since our initial public offering in November 2014 and more than doubling the size of the Partnership's tenant site portfolio".
Highlights of the transaction:
·
The assets acquired by the Partnership consist of 23 wireless communication, 16 outdoor advertising and 2 renewable power generation sites;
·
The wireless communication, outdoor advertising and renewable power generation assets are expected to contribute approximately 47%, 37% and 16%, respectively, of the total forecasted annual rents;
·
The portfolio is 100% occupied and includes: (i) 82% of annual rents from Tier 1 tenants (large, publicly-traded companies with national footprints); (ii) an average annual escalator of 1.9%; and (iii) average remaining real property interest and lease terms of 89 years and 21 years (including remaining renewal options), respectively;
·
The assets being acquired are not part of the assets subject to the Partnership's right of first offer (ROFO) with affiliates of Landmark. Currently, the Partnership has a right of first offer on approximately 680 assets with Landmark affiliates;
·
The Partnership is acquiring the assets with borrowings under its existing revolving credit facility.
The terms of the acquisition were approved by the Board of Directors of the General Partner of the Partnership, based on the approval and recommendation of the Conflicts Committee, which is comprised entirely of independent directors. The Conflicts Committee was advised by Duff & Phelps Corporation, its financial advisor, and Akin Gump Straus Hauer & Feld LLP, its legal counsel.
About Landmark Infrastructure Partners LP
The Partnership is a growth-oriented master limited partnership formed to acquire, own and manage a portfolio of real property interests that the Partnership leases to companies in the wireless communication, outdoor advertising and renewable power generation industries. Headquartered in El Segundo, California, the Partnership's real property interests consist of a diversified portfolio of long-term and perpetual easements, tenant lease assignments and fee simple properties located in 49 states and the District of Columbia, entitling the Partnership to rental payments from leases on more than 1,400 tenant sites.
Cautionary Note Regarding Forward Looking Statements
Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as "possible", "if", "will", "expect" and "assuming" and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant. These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including historical operating trends made by the management of the Partnership. Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. Examples of forward-looking statements in this press release include the discussion of the expected accretion associated with the dropdown transactions, average annual escalators and potential acquisitions from our sponsor. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section contained in the Partnership's filings with the U.S. Securities and Exchange Commission, including the Partnership's annual report on Form 10-K for the year ended December 31, 2014. Any forward-looking statements in this press release are made as of the date of this press release, and the Partnership undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or of which the Partnership becomes aware, after the date hereof, unless required by law.
CONTACT:
Marcelo Choi
Vice President, Investor Relations
(310) 598-3173
ir@landmarkmlp.com

text: Landmark Infrastructure Partners LP

text: Landmark Dividend LLC

text: Landmark Infrastructure Partners LP

text: Landmark Dividend LLC

text: Duff & Phelps Corporation

text: Akin Gump Straus Hauer & Feld LLP

text: Landmark Infrastructure Partners LP

text: Marcelo Choi


text:
EX-99.1
2
ex991to8k06500_02162007.htm
sec document
Exhibit 99.1
FOR IMMEDIATE RELEASE
COMPUTER HORIZONS COMPLETES SALES OF ITS CHIMES, INC. UNIT AND
COMMERCIAL DIVISION
Mountain Lakes, NJ, February 16, 2007- Computer Horizons Corp. (Nasdaq: CHRZ), a
strategic solutions and professional services company, today announced that the
sales of Chimes, Inc. to Axium International and CHC's Commercial Division to
TEKsystems Inc., a wholly owned subsidiary of Allegis Group, Inc. have closed.
Both sale transactions were approved at a Special Meeting of Shareholders on
February 14, 2007.
Corporate Contacts: David Reingold - Senior Vice President
Investor Relations, Marketing
Computer Horizons Corp.
(973) 299-4105/4061
DREINGOLD@COMPUTERHORIZONS.COM
CHRZ-G

text: HORIZONS

text: CHIMES, INC.

text: Computer Horizons Corp.

text: Chimes, Inc.

text: Axium International

text: CHC's Commercial Division

text: TEKsystems Inc.

text: Computer Horizons Corp.


text:
EX-99
7
exhibit_99-1.htm
EXHIBIT 99.1
Exhibit 99.1
For Immediate Release
CPG and Procell Combination Completed
SCRANTON, Pa., Feb. 1 -- On Jan. 31, 2007, CPG International Inc. (CPG), a leading building products company, completed the acquisition of Procell Decking Systems (Procell). On December 13, 2006, CPG signed a definitive agreement to acquire 100% of the outstanding stock of Procell for an enterprise value of $54 million. Procell is a privately held manufacturer located in Foley, Alabama, that has developed the next generation product in the synthetic decking market leveraging solid-core, cellular PVC technology. After closing, Procell operations will be combined with AZEK Building Products Inc., CPG's wholly owned subsidiary focused on low-maintenance products for residential building exteriors. CPG funded the acquisition, including potential future contingent payments, with $33 million in senior floating rate notes due 2012 and $35 million in equity. The funding of the transaction is not
expected to affect CPG's current credit ratings.
About CPG International
Headquartered in Scranton, Pennsylvania, CPG International is a manufacturer of market-leading brands of highly engineered building products for residential and commercial markets designed to replace wood, metal and other traditional materials in a variety of construction applications. The Company's products are marketed under several brands including AZEK(R) Trimboards, Procell Decking Systems, Santana Products, Comtec Industries, Capitol, EverTuff(TM), TuffTec(TM), Hiny Hider(R) and Celtec(R), as well as many other branded products. For additional information on CPG please visit our web site at http://www.CPGINT.com.

text: CPG

text: Procell

text: CPG International Inc.

text: CPG

text: Procell Decking Systems

text: Procell

text: CPG

text: Procell

text: Procell

text: Procell

text: CPG

text: CPG

text: CPG

text: Procell Decking Systems

text: CPG


text:
EX-99.1
4
exhibit991mergerclosingpre.htm
EXHIBIT 99.1
Exhibit 99.1 Merger Closing Press Release 5.8.15
Exhibit 99.1
Luna and API Complete Merger
Combined company has a strengthened position in optical technology
ROANOKE, VA, (May 8, 2015) - Luna Innovations Incorporated (NASDAQ: LUNA), which develops and manufactures fiber optic sensing and test & measurement products for the telecommunications, aerospace, automotive, energy, and defense markets, and Advanced Photonix, Inc. (API), a leading supplier of optoelectronic sensors, devices, and instrumentation for the telecommunications, defense, medical and industrial markets, today announced that they have closed their merger. In an annual meeting earlier today, Luna's stockholders approved the issuance of 0.31782 shares of Luna common stock to API stockholders for each share of API common stock they own. API's stockholders approved the merger in a separate special meeting.
About Luna
Luna Innovations Incorporated (www.lunainc.com) is a public company composed of scientists, engineers, and business professionals developing and manufacturing a new generation of technologies and products. It has been successful in taking innovative technologies from applied research to product development and ultimately to the commercial market, driving breakthroughs in fields such as aerospace, automotive, telecommunications, healthcare, energy, and defense.
About API
Advanced Photonix, Inc.® is a leading supplier of optoelectronic sensors, devices and instruments used by Test and Measurement, Process Control, Medical, Telecommunication and Homeland Security markets. API has three product lines: High-Speed Optical Receiver (HSOR) products are used by the telecommunication market in both telecommunication equipment and in test and measurement equipment utilized in the manufacturing of telecommunication equipment. The Terahertz sensor product line is targeted to the Process Control (including through non-destructive testing) and Security markets. API's T-Gauge® sensor can measure subsurface physical properties, like multi-layers thicknesses, density, moisture content, anomaly detection and some chemical features, online and in real time. Optosolutions focuses on enabling manufacturers to measure physical properties, including temperature, particular counting, color, and fluorescence for Medical, Homeland Security and Process Control applications. For more information visit www.advancedphotonix.com.
Forward Looking Statements
This release includes information that constitutes "forward-looking statements" made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These statements include our expectations regarding the prospects of the combined company and the companies' future growth. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of the companies may differ materially from the future results, performance and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, but are not limited to: the uniqueness and advantages of Luna's or API's technology and intellectual property; potential costs savings and synergies from the merger; potential for greater profitability; potential for future commercialization of their technologies; the competitive advantage afforded by Luna's or API's technology; the potential efficacy of Luna's or API's technology; and growth potential of certain markets. Statements that describe the companies' business strategies, goals, prospects, opportunities, outlook, plans or intentions are also forward-looking statements. Uncertainties regarding technical and scientific difficulties, issues that might arise in any particular business relationship and other risks and uncertainties are set forth in the companies' periodic reports and other filings with the Securities and Exchange Commission. Such filings are available at the SEC's website at http://www.sec.gov, and at the companies' websites at http://www.lunainc.com and http://www.advancedphotonix.com. The statements made in this release are based on information available to the companies as of the date of this release and Luna and API undertake no obligation to update any of the forward-looking statements after the date of this release, except as required by law.
###
Contact: Dale Messick Luna Innovations Incorporated
Phone: 1.540.769.8400
Email: IR@lunainc.com

text: Luna

text: API

text: Luna Innovations Incorporated

text: LUNA

text: Advanced Photonix, Inc.

text: API

text: Luna

text: Luna

text: API

text: API

text: API

text: Luna

text: Luna Innovations Incorporated

text: API

text: Advanced Photonix, Inc.

text: API

text: API

text: Luna

text: API

text: Luna

text: API

text: Luna

text: API

text: Luna

text: API

text: Luna Innovations Incorporated


text:
EX-99
2
prcuttingsabi.htm
PRESS RELEASE CUTTING AND SABI
Press Release
From: TROPICAL SPORTSWEAR INT'L CORPORATION
4902 West Waters Avenue, Tampa, FL 33634
Nasdaq National Market, Symbol: TSIC
Media Contact: Hannah Arnold (212) 575-4545
Linden Alschuler & Kaplan, Inc.
Investor Contact: Robin Cohan, Chief Financial Officer
& Treasurer
Tropical Sportswear Int'l Corporation
(813) 249-4900
----------------------------------------------------------------------------------------------------
For Immediate Release
TROPICAL SPORTSWEAR INT'L REPORTS
SALE OF TAMPA CUTTING FACILITY
AND
SETTLEMENT WITH SWISS ARMY BRANDS, INC.
TAMPA, Florida, November 15, 2004 Tropical Sportswear Int'l Corporation ("TSI") (Nasdaq:
TSIC), a designer and marketer of high-quality branded and retailer private branded apparel,
announced today that it has sold its 110,000 sq. ft. cutting facility located at 4924 West Waters
Avenue in Tampa, Florida. The net cash proceeds of approximately $4.7 million were used to repay
borrowings under the Company's revolving credit line. The building was purchased by the EPR
INVESTMENTS, L.C., owner of Dean Guitars in Florida.
Additionally, TSI announced that it has signed a Settlement Agreement with Swiss Army
Brands, Inc. regarding the transfer of the Victorinox(R)apparel license. Cash proceeds of $3.5
million were used to repay borrowings under the Company's revolving credit line.
TSI is a designer and marketer of high-quality branded and retailer private branded
apparel products that are sold to major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants, shorts, denim jeans, and woven and
knit shirts. Major owned brands include Savane(R), Farah(R), Flyers(R), The Original Khaki Co.(R),
Bay to Bay(R), Two Pepper(R), Royal Palm(R), Banana Joe(R), and Authentic Chino Casuals(R). Licensed
brands include Bill Blass(R) and Van Heusen(R). Retailer national private brands that we produce
include Puritan(R), George(TM), Member's Mark(R), Sonoma(R), Croft & Barrow(R), St. John's Bay(R),
Roundtree & Yorke(R), and White Stag(R). TSI distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced technology to provide retailers with
customer, product and market analyses, apparel design, and merchandising consulting and inventory
forecasting.
This press release contains forward-looking statements, which are subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995. Management cautions that
these statements represent projections and estimates of future performance and involve certain
risks and uncertainties. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of factors including, without
limitation, potential negative effects from the sale of the cutting facility; potential negative
effects from the settlement of the Victorinox(R)license agreement dispute and the transition of
this business to Swiss Army Brands, Inc.; potential negative effects of loan agreement covenant
violations should any occur; and other risk factors listed from time to time in the Company's
reports (including its Annual Report on Form 10-K) filed with the U.S. Securities and Exchange
Commission. In addition, the estimated financial results for any period do not necessarily
indicate the results that may be expected for any future period, and the Company assumes no
obligation to update them.

text: TROPICAL SPORTSWEAR INT'L CORPORATION

text: Robin Cohan

text: Tropical Sportswear Int'l Corporation

text: TROPICAL SPORTSWEAR INT'L

text: Tropical Sportswear Int'l Corporation

text:
EPR
INVESTMENTS, L.C.


text:
EX-99.1
2
a110120198kexhibit991.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
Contact:
Dave Ryan
980.299.5641
Albemarle Announces Completion of Lithium Joint Venture with Mineral Resources Limited
.
JV provides risk-adjusted access to high-quality spodumene source, further diversifying Albemarle's lithium asset base
.
Strengthens Albemarle's position in the long-term by increasing capacity to support future demand
.
JV combines the mining expertise of MRL and the advanced specialty chemical processing expertise of Albemarle
.
Decision made to idle Wodgina mine based on current market conditions
CHARLOTTE, N.C., Oct. 31, 2019 - Albemarle Corporation (NYSE: ALB), a leader in the global specialty chemicals industry, announced today that it has closed its transaction with Mineral Resources Limited ("MRL") (ASX: MIN) under the Asset Sale and Share Subscription Agreement that was entered into on December 14, 2018, and subsequently amended on August 1, 2019, and the MRL Kemerton Sale and Purchase Agreement that was entered into on August 1, 2019 ("Agreement"). The 60/40 joint venture between Albemarle and MRL, respectively, is named MARBL Lithium Joint Venture ("MARBL").
Under the Agreement, Albemarle has acquired a 60% interest in MRL's Wodgina spodumene mine in Western Australia for US$1.3 billion, consisting of a cash payment of US$820 million, and the transfer to MRL of a 40% interest in two 25 ktpa lithium hydroxide conversion trains being built by Albemarle at Kemerton in Western Australia. MARBL will manage the operation of the Wodgina mine and the Kemerton conversion trains. Albemarle will market 100% of the output from the Wodgina mine and Kemerton lithium hydroxide conversion trains.
The 50 ktpa lithium hydroxide conversion capacity at Kemerton is currently scheduled to be commissioned in stages starting in the first half of 2021. The timing and location of any further lithium hydroxide conversion capacity that may be developed by the joint venture will be based on market demand and will be funded 60/40 by Albemarle and MRL.
Based on current market conditions, the Wodgina mine will idle production of spodumene until market demand supports bringing the mine back into production.
"We are pleased to announce the formation of this joint venture with Mineral Resources. Over the past year, we have worked closely together and are even more confident that our investment will produce substantial, long-term value", said Luke Kissam, Albemarle CEO. "In the short term, we have made the prudent decision to idle mine activity until market conditions improve, but we are well positioned for future growth given the high quality Wodgina resource and the combined operating expertise of both companies".
The transaction was funded by borrowing of approximately US$900 million under an unsecured credit facility.
For additional information, FAQ's are available on the Albemarle website (www.albemarle.com) and may be updated periodically. Additional details and commentary will also be provided during Albemarle's third quarter 2019 earnings call on Thursday, November 7 at 9 a.m. EST.
About Albemarle
Albemarle Corporation (NYSE: ALB), headquartered in Charlotte, NC, is a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts. We power the potential of companies in many of the world's largest and most critical industries, from energy and communications to transportation and electronics. Working side-by-side with our customers, we develop value-added, customized solutions that make them more competitive. Our solutions combine the finest technology and ingredients with the knowledge and know-how of our highly experienced and talented team of operators, scientists and engineers.
1
Discovering and implementing new and better performance-based sustainable solutions is what motivates all of us. We think beyond business-as-usual to drive innovations that create lasting value. Albemarle employs approximately 5,400 people and serves customers in approximately 100 countries. We regularly post information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations, SEC filings and other information regarding our company, its businesses and the markets it serves.
Forward-Looking Statements
Some of the information presented in this press release, including, without limitation, information related to plans and anticipated benefits in relation to the joint venture, and all other information relating to matters that are not historical facts may constitute forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from the views expressed. Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement include, without limitation: changes in economic and business conditions; adverse changes in liquidity or financial or operating performance; changes in the demand for our products or the end-user markets in which our products are sold and the other factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this press release. We assume no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.
Media Contact: Hailey Quinn, (980) 299-5640, Hailey.Quinn@albemarle.com
Investor Relations Contact: David Ryan, (980) 299-5641, David.Ryan@albemarle.com
2

text: Mineral Resources Limited

text: Albemarle Corporation

text: Mineral Resources Limited

text: Albemarle Corporation


text:
EX-99.2
3
ex99-2.htm
PRESS RELEASE, DATED AUGUST 29, 2019
Exhibit 99.2
FOR IMMEDIATE RELEASE
THE WALT DISNEY COMPANY SELLS ITS INTEREST IN THE YES
NETWORK TO INVESTOR GROUP INCLUDING YANKEE GLOBAL
ENTERPRISES AND SINCLAIR BROADCAST GROUP
BURBANK, Calif., August 29, 2019 - The Walt Disney Company (NYSE: DIS) ("Disney") today announced that it has sold its equity interest in the YES Network ("YES") to a
newly formed investor group that includes Yankee Global Enterprises (the "Yankees") and Sinclair Broadcast Group (Nasdaq: SBGI) ("Sinclair"), among others. The group acquired the 80 percent of the YES Network not already held by the Yankees at a
total enterprise value of $3.47 billion.
The transaction received the approval of the U.S. Department of Justice. Last year, Disney and Twenty-First Century Fox, Inc. ("21st Century Fox") entered into a consent
decree with the Department of Justice that allowed Disney's acquisition of 21st Century Fox to proceed while requiring the subsequent sale of 21st Century Fox's interests in 22 regional sports networks ("RSNs"), including the YES Network. On August
23, Sinclair completed its acquisition of 21 of the RSNs from Disney, excluding the YES Network.
About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: Media Networks; Studio Entertainment; Parks, Experiences and Products; and Direct-to-Consumer
and International. Disney is a Dow 30 company and had annual revenues of $59.4 billion in its Fiscal Year 2018.
###
Media Contacts:
Zenia Mucha
zenia.mucha@disney.com
(818) 560-5300
David Jefferson
david.j.jefferson@disney.com
(818) 560-4832
Investor Contact:
Lowell Singer
lowell.singer@disney.com
(818) 560-6601

text: THE WALT DISNEY COMPANY

text:
YES
NETWORK

text:
YANKEE GLOBAL
ENTERPRISES

text: SINCLAIR BROADCAST GROUP

text: The Walt Disney Company

text: YES Network

text: Yankee Global Enterprises

text: Sinclair Broadcast Group

text: YES Network

text: YES Network

text: YES Network

text: The Walt Disney Company

text: The Walt Disney Company


text:
EX-99.1
6
hybridexh99_1.htm
HYBRID DYNAMICS 8K, PRESS RELEASE, 08.28.07
Untitled Page
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Mr. Paul Ressler
(801) 756-5831
_________________________________________________________________
Hybrid Dynamics Corporation
American Fork, Utah
NEWS RELEASE
_________________________________________________________________
HYBRID DYNAMICS CORPORATION ANNOUNCES ACQUISITIONS AND
SEVERAL CORPORATE ACTIONS
American Fork, Utah, August 28, 2007 - On August 10, 2007, Hybrid Dynamics Corporation, a Nevada corporation (the "Company"), effected a one-for-100 reverse split of its common stock, par value $0.00015 per share. In order to effect the reverse split, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada. Prior to the filing, the form of Certificate of Amendment was approved by a majority of the Company's stockholders and by the Company's board of directors.
The reverse stock split reduced the number of our issued and outstanding shares from 24,215,695 to approximately 257,933. No stockholder received less than 100 shares of our common stock as a result of the reverse stock. As a result of the reverse split, the Company's trading symbol on the OTC Bulletin Board was changed to "HBDY.OB" on August 14, 2007.
On August 28, 2007 Hybrid issued 2,000,000 shares of common stock in acquisition of Fire Ant Corporation ("FAC") and 1,410,000 shares of common stock in acquisition of Infomac Corporation. Infomac is a distributor with Microtrak GPS, Inc. a manufacturer of GPS enabled tracking devices for cars, motorcycles and mobile equipment. FAC is the holder of proprietary technology to a spring-loaded, regenerative braking system for light electric and hybrid vehicles. In addition the Company agreed to issue 1,527,000 shares in payment of consulting services.
Upon the completion of the reverse split, the acquisitions of Infomac and FAC and consulting fee payments, Hybrid has 5,226,624 shares of common stock outstanding on a fully diluted basis.
Hybrid manufactures and distributes recreational electric vehicles and develops motor-control systems and hybrid drive-train technologies for use in electric and hybrid motorized vehicles.
FORWARD LOOKING STATEMENTS
This release contains certain "forward-looking statements" relating to the business of Hybrid and its subsidiary companies, which can be identified by the use of forward-looking terminology such as "believes, expects" or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to product development, marketing, and concentration in a single customer, raw material costs, market acceptance, future capital requirements, and competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. Hybrid is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
2

text: Paul Ressler

text: Hybrid Dynamics Corporation

text: HYBRID DYNAMICS CORPORATION

text: Hybrid Dynamics Corporation

text: Fire Ant Corporation

text: Infomac Corporation