Release time : 2015-06-15 07:15:33
Pinnacle Energy Corp. (OTCBB: PENC) announces that on December 2, 2009, it entered into a non-binding letter of intent to merge with Harbin Aerospace Company. If the merger is completed, the owners of Harbin will receive, in exchange for all of the ownerships interests of Harbin, 8,000,000 Ball Bearings shares of common stock of Pinnacle and warrants to purchase an additional 8,000,000 shares of common stock. The warrants will consist of (i) 4,000,000 Series A warrants having an exercise price of $0.50 per common share, a five-year term from the date of issuance, and becoming exercisable only if the merged company's trailing twelve-month revenues exceed $50 Million; (ii) 4,000,000 Series B warrants having an exercise price of $1.00 per common share, a five-year term from the date of issuance, and becoming exercisable only if the merged company's trailing twelve-month revenues exceed $100 Million.
At the closing of the merger, the parties contemplate that:
--The merged company will enter into a business development, investorrelations & support services consulting agreement with Lotus Asset Management, under which Lotus will receive 3,333,333 shares of common stock, 4,000,000 Series A warrants and 4,000,000 Series B warrants.
--The company's employment agreement with David Walters, its current CEO, and its support services agreement with Cardiff Partners, LLC will each terminate. Pinnacle will issue to Cardiff 1,666,667 shares of Pinnacle common stock.
--Bill McKay, Founder and CEO of Harbin, will become Chairman of the Board of Directors and CEO of the combined company.
The parties currently are targeting December 31, 2009 to sign definitive documentation and close the transaction. However, the letter of intent is non-binding and neither party has an obligation to proceed with the transaction.
Pinnacle's CEO David Walters stated, "We are extremely pleased to have executed a letter of intent with Harbin Aerospace and look forward to moving forward with this transaction. Harbin's proprietary aerospace Miniature Bearings technologies present a significant opportunity to enter into a joint venture in China to manufacture component parts for commercial aircraft."
Mr. Walters also commented, "Bill McKay is a successful aerospace veteran with over 25 years of experience. We believe Bill and his team have the technologies and skill set to take advantage of the significant opportunities that China presents."
About Harbin Aerospace Company
Harbin Aerospace Company possesses proprietary aerospace High Speed Bearings technologies, approved for transfer & export by the U.S. Department of Commerce, which will enable it to enter into a joint venture in China to manufacture component parts for both new and used commercial aircraft. The component parts are referred to as self-lubricating spherical bearings, and they help with several flight critical tasks.
About Pinnacle Energy Corp.
Pinnacle Energy Corp., a development stage company, engages in the business of acquiring and developing oil and gas properties. The Company trades under the symbol OTC BB: PENC.OB.
Information about Forward-Looking Statements
This press release contains or incorporates by reference "forward looking statements" including certain information with respect to plans and strategies of Pinnacle Energy Corp. For this purpose, any statements contained herein or incorporated herein by references that are not statements of historical fact may be deemed forward looking statements. Without limiting the foregoing, the words "believes," "suggests," "anticipates," "plans," "expects," and similar expressions are intended to identify forward looking statements. There are a number of events or actual results of Pinnacle Energy Corp. operations that could differ materially from those indicated by such forward looking statements.