Attached files
| file | filename |
|---|---|
| 8-K - EPIC ENERGY RESOURCES, INC. | v181123_8k.htm |
| EX-3.1 - EPIC ENERGY RESOURCES, INC. | v181123_ex3-1.htm |
| EX-10.5 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-5.htm |
| EX-10.9 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-9.htm |
| EX-10.7 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-7.htm |
| EX-10.6 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-6.htm |
| EX-10.1 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-1.htm |
| EX-10.8 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-8.htm |
| EX-10.2 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-2.htm |
| EX-10.4 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-4.htm |
| EX-10.3 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-3.htm |
| EX-10.10 - EPIC ENERGY RESOURCES, INC. | v181123_ex10-10.htm |
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NEWS
RELEASE
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CONTACTS:
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John
S. Ippolito, Chief Executive Officer
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281-419-3742
/ jippolito@1Epic.com
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Mike
Kinney, Chief Financial Officer
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281-419-3742
/
mkinney@1Epic.com
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EPIC
ENERGY RESOURCES ANNOUNCES
FOURTH
QUARTER RESULTS
April 14, 2010 — Houston, TX —
Epic Energy Resources, Inc. (OTCBB: EPCC) (the “Company”) a provider of
engineering, management consulting, training and data management services to the
energy industry, today announced the completion of a private placement offering
in which the Company consummated the following transactions:
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·
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Raised
approximately $3.6 million of cash through the issuance and sale of
approximately 3.6 million shares of its Series A Preferred Stock at $1.00
per share. Each share of Series A Preferred Stock (the “Preferred Stock”)
will be convertible into fourteen (14) shares of the Company’s common
stock, no par value (“Common Stock”) following the amendment of the
Company’s Articles of Incorporation to increase the number of authorized
common shares. In addition, the Company has agreed to
register the underlying Common Stock;
and
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·
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Exchanged
approximately 16.4 million shares of unrestricted Common Stock,
on a one to one basis, and 451,299 of Preferred Stock, for all its
outstanding Series C and Series D Convertible Warrants;
and
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·
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Debenture
Holders holding 98% of the Company’s outstanding principal amount under
its 10% secured debentures due December 5, 2012 (“Debentures”) agreed to
waive certain breaches under the agreements pertaining to the Debentures
and to defer approximately $6 million of principal payments to be paid
during 2010 until the end of 2012, in return for 6 million shares of the
Company’s Common Stock. Also, the Debenture Holders holding the remaining
2% of the Company’s Debentures agreed to the redemption of their
Debentures at par value plus accrued interest;
and
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·
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Redeemed
$1 million of principal amount outstanding under its Debentures from
Whitebox Advisors, LLC in return for 14 million shares of its Common
Stock; and
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·
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Agreed
to issue approximately 1.2 million shares of Preferred Stock to members of
management, including its Board members, in exchange for $525,000 of past
due compensation and fees, and to permanently reduce
management’s compensation through the remainder of 2010 by
approximately $675,000.
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John S.
Ippolito, the Company’s President & CEO stated, “we completed this private
placement in order to address our needs for working capital and liquidity to
enable the Company to fund existing and future projects. We want to
express our thanks to our new stockholders who have provided us with over $3.6
million of additional working capital and to our Debenture Holders and
management team for their cooperation and participation in this
Offering. Management is focused on delivering cost
effective services to our customers and to growing the revenues and
opportunities in each of our business segments”.
EXCHANGE
OFFER SUMMARY TABLE
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Pre-Investment/Exchange
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Post-Investment/Exchange
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Shares (fully
diluted)
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%
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Shares (fully
diluted)
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%
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Common
Stock:
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Outstanding
Shares
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45,413,734 | 59.7 | 79,727,261 | (1) | 48.8 | |||||||||||
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Warrant
Shares
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Common
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5,613,668 | 7.4 | ||||||||||||||
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Debentures
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17,071,363 | 22.4 | ||||||||||||||
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Employee
Options
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7,975,687 | 10.5 | 7,975,687 | 4.9 | ||||||||||||
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Preferred
Stock:
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Series
A Preferred Stock
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- | - | 75,577,502 | (2) | 46.3 | |||||||||||
| 76,074,452 | 100 | % | 163,274,450 | 100 | % | |||||||||||
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(1)
The post-investment fully diluted shares includes the
following:
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Outstanding
Common Stock
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45,413,734 | |||
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Series
C Warrants Exchanged for Common Stock
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4,613,668 | |||
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Series
D Warrants Exchanged for Common Stock
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11,753,181 | |||
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Common
Stock Issued to Debenture Holders
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3,940,678 | |||
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Outstanding
Debenture Principal Amount Converted ($1.0 M)
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14,000,000 | |||
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Total
Post-Investment Fully Diluted Shares of Common Stock
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79,727,261 | |||
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(2)
Series A Preferred Stock
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Compensation
to Management and the Board of Directors (1.2M)
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16,800,000 | |||
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Issuance
to New Investors (3.6M)
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50,400,000 | |||
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Series
C Warrants Exchanged for Preferred Shares
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1,000,000 | |||
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Series
D Warrants Exchanged for Preferred Shares
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5,318,180 | |||
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Series
A Preferred Stock Issued to Debenture Holders (147,094)
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2,059,322 | |||
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Total
Post-Investment Preferred Shares (14 to 1 Conversion)
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75,577,502 | |||
CAPITALIZATION
The
following table sets forth our capitalization as of April 9, 2010 (1)
on an actual basis and (2) as adjusted to reflect net proceeds from the
sale by us of 3,600,000 shares of Preferred Stock in this offering, at a sale
price of $1.00 per share, after deducting our estimated offering expenses, the
issuance of Common Stock and Series A Preferred Stock in exchange for
outstanding Warrants and certain amendments and waivers to our Debentures, the
issuance of Preferred Stock in exchange for amounts owing to directors and
certain members of our management, the cancellation of the Castex Ventures Note
and the issuance of Common Stock in exchange for the redemption of certain
Debentures. You should read this table in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our
Annual Report on Form 10-K, and our audited financial statements and related
notes for the year ended December 31, 2009 included therein.
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December
31, 2009
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Historical
(Audited)
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As Adjusted
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(In
thousands, except par value and share
information)
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Cash
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$ | 153 | $ | 5,003 | ||||
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Debentures
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14,922 | 13,750 | ||||||
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Note
Payable Secured by Assets Acquired
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1,343 | 1,343 | ||||||
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Note
Payable – EIS Acquisition
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1,070 | 1,070 | ||||||
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Other
Liabilities
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7,568 | 6,368 | ||||||
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Total
Debt
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$ | 24,903 | $ | 22,531 | ||||
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Stockholders’
equity
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Series
A Preferred Stock
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$ | - | $ | 4,947 | ||||
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Common
Stock, no par value, authorized 100,000,000 shares; outstanding
45,413,781, net of treasury stock, actual; and 79,727,261 issued and
outstanding, as adjusted for the issuance of 34,313,527
shares
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33,639 | 33,639 | ||||||
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Warrants
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- | - | ||||||
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Additional
paid-in capital
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1,924 | 1,924 | ||||||
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Accumulated
deficit
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(31,778 | ) | (31,778 | ) | ||||
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Accumulated
other comprehensive loss
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- | - | ||||||
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Treasury
stock, at cost, no shares
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- | - | ||||||
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Total
stockholders’ equity
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3,785 | 8,732 | ||||||
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Total
Capitalization
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$ | 28,688 | $ | 31,263 | ||||
About
the Company
Epic
Energy Resources, Inc. is a Houston based integrated energy services
company. Epic provides business and
operations consulting; engineering, procurement, and construction management;
production operations & maintenance; specialized training, operating
manuals, data management and data integration focused primarily on the
upstream, midstream and downstream energy
infrastructure. Epic is headquartered at 1450 Lake Robbins Drive,
Suite 160, The Woodlands, Texas 77380. Office - 281-863-9635, www.1Epic.com.
Forward
Looking Statements
Certain
statements included in this release constitute forward-looking
statements. These forward-looking statements are based on
management’s belief and assumptions derived from currently available
information. Although Epic Energy Resources, Inc. (“Epic”) believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Actual results could differ materially from forward-looking statements
expressed or implied herein as a result of a variety of factors including, but
not limited to: a decline in the price of, or demand for, oil and gas, demand
for Epic’s services, loss or unavailability of key personnel, inability to
recruit or retain personnel, competition for customers and contracts, various
potential losses associated with fixed-price contracts, general
economic conditions; and other financial, operational and legal risks and
uncertainties detailed from time to time in Epic’s filings with the Securities
and Exchange Commission. Epic does not undertake any obligation to
publicly update forward looking statements contained herein to reflect
subsequent events or circumstances.