GEROVA Announces Warrant Exchange

Jun 07, 2010, 15:38 ET from GEROVA Financial Group, Ltd.

HAMILTON, Bermuda, June 7 /PRNewswire-FirstCall/ -- GEROVA Financial Group, Ltd. ("GEROVA") (NYSE Amex: GFC), an international reinsurance company, announced today that its proposed warrant amendment will be undertaken by means of a mandatory exchange.  Pursuant to the exchange, each currently outstanding warrant held of record as of the close of trading on June 8, 2010 will be automatically exchanged for two warrants.  Each newly issued warrant will have an exercise price of $7.00 and will be exercisable at any time until January 16, 2014. All of the other terms of the warrants will remain the same as set forth in the Company's January 16, 2008 prospectus.

As a result of this exchange, the 17,700,000 million warrants held of record on June 8, 2010 will be exchanged for 35,400,000 new warrants.  The exchange will be mandatory and automatic and will not require any holder to tender their warrants.  The Company has obtained CUSIP numbers for the new warrants and for its units.  It is anticipated that trading in the new warrants and the units will commence on June 9, 2010, though no assurances can be given.

The Company's warrants are exercisable only upon the effectiveness of a new registration statement. The Company is preparing a registration statement to be filed with the US Securities and Exchange Commission as soon as practicable and will seek to register under the Securities Act of 1933, as amended, all of the ordinary shares issuable upon exercise of the warrants.

About GEROVA Financial Group, Ltd.

GEROVA Financial Group, Ltd. is an international reinsurance company, with operating insurance subsidiaries in Bermuda, Barbados, and Ireland. GEROVA underwrites insurance risks that it believes will produce favorable long-term returns on shareholder equity. GEROVA believes it has opportunities to deploy shareholder capital to acquire high quality assets at less than market value and opportunities to gather additional assets by providing reinsurance capacity to primary insurers that are under writing capacity pressure.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, its acquired assets and the Company's business after completion of the transactions consummated in January 2010. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of the Company, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the Forward-Looking Statements: (i) potential material reductions in the value of a substantial portion of the Company's assets acquired in connection with the business combinations consummated in January 2010; (ii) officers and directors allocating their time to other businesses or potentially having conflicts of interest with the Company's businesses; (iii) success in retaining or recruiting, or changes required in, the Company's officers, key employees or directors following the transactions; (iv) the potential liquidity and trading of the Company's public securities; (iv) the Company's revenues and operating performance; (vi) changes in overall economic conditions; (vii) anticipated business development activities of the Company following consummation of the transactions described above; (viii) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and (ix) other relevant risks detailed in the Company's filings with the SEC. The information set forth herein should be read in light of such risks. Neither the Company nor any target companies or funds we intend to acquire assumes any obligation to update the information contained in this release.


Investor Contact:

Peter Poulos

Senior Vice President

Hill & Knowlton New York

p: +1 (212) 885 0588

Media Contact:

Elizabeth Cheek

Account Supervisor

Hill & Knowlton New York

p: +1 (212) 885 0682

SOURCE GEROVA Financial Group, Ltd.