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Epic Energy Resources Announces Fourth Quarter Results


News provided by

Epic Energy Resources, Inc.

Apr 14, 2010, 06:51 ET

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HOUSTON, April 14 /PRNewswire-FirstCall/ -- Epic Energy Resources, Inc. (OTC Bulletin Board: 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:

  • 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
  • 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
  • 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
  • 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
  • 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.

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


Pre-Investment/Exchange


Post-Investment/Exchange


Shares (fully diluted)

%


Shares (fully diluted)

%

Common Stock:






Outstanding Shares

45,413,734

59.7


79,727,261 (1)

48.8

Warrant Shares






   Common

5,613,668

7.4




   Debentures

17,071,363

22.4




Employee Options

7,975,687

10.5


7,975,687

4.9

Preferred Stock:






Series A Preferred Stock

-

-


75,577,502 (2)

46.3


76,074,452

100%


163,274,450

100%


(1)  The post-investment fully diluted shares includes the following:

Outstanding Common Stock

45,413,734

Series C Warrants Exchanged for Common Stock

4,613,668

Series D Warrants Exchanged for Common Stock

11,753,181

Common Stock Issued to Debenture Holders

3,940,678

Outstanding Debenture Principal Amount Converted ($1.0 M)

14,000,000

Total Post-Investment Fully Diluted Shares of Common Stock

79,727,261



(2)  Series A Preferred Stock

Compensation to Management and the Board of Directors (1.2M)

16,800,000

Issuance to New Investors (3.6M)

50,400,000

Series C Warrants Exchanged for Preferred Shares

1,000,000

Series D Warrants Exchanged for Preferred Shares

5,318,180

Series A Preferred Stock Issued to Debenture Holders (147,094)

2,059,322

Total Post-Investment Preferred Shares (14 to 1 Conversion)

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.



December 31, 2009


Historical

(Audited)


As Adjusted


(In thousands, except par value and share information)





Cash

$153


$5,003





Debentures

14,922


13,750

Note Payable Secured by Assets Acquired

1,343


1,343

Note Payable – EIS Acquisition

1,070


1,070

Other Liabilities

7,568


6,368

         Total Debt

$24,903


$22,531





Stockholders' equity




Series A Preferred Stock

$   -


$4,947

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

33,639


33,639

Warrants

-


-

Additional paid-in capital

1,924


1,924

Accumulated deficit

(31,778)


(31,778)

Accumulated other comprehensive loss

-


-

Treasury stock, at cost, no shares

-


-

Total stockholders' equity

3,785


8,732





Total Capitalization

$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.

SOURCE Epic Energy Resources, Inc.

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