Longwei Petroleum Files S-3 Registration Statement

Dec 13, 2010, 17:52 ET from Longwei Petroleum Investment Holding Ltd.

TAIYUAN CITY, China, Dec. 13, 2010 /PRNewswire-Asia-FirstCall/ -- Longwei Petroleum Investment Holding Ltd. (NYSE Amex: LPH) ("Longwei" or the "Company"), an energy company engaged in the storage and distribution of finished petroleum products in the People's Republic of China ("PRC"), today announced it has filed an S-3 Registration Statement with the United States Securities and Exchange Commission. The S-3 Registration Statement includes the registration of all outstanding warrants and a shelf registration for the potential new issuance of up to $50 million of the Company's securities.

The Company has filed to register the outstanding warrants associated with its October 2009 financing (the "Financing"), including warrants issued to the placement agents and warrants already exercised for cash. The Company currently has 11,592,353 warrants outstanding with an exercise price of $2.255 per share.

"By registering all of our outstanding warrants associated with the Financing, we have access to additional capital to expand our business plans. The warrants can only be exercised 'for cash' when there is an effective registration statement. These outstanding warrants are already factored into our fully diluted EPS," stated Michael Toups, CFO of Longwei. "Since we are qualified as an exchange-listed company, we have also included in the filing a shelf registration for up to $50 million so that we are prepared to react to accretive opportunities as our share price builds value."

Without an effective registration statement, the warrants could be exercised for cash or on a cashless basis, which provided a formula to exercise the warrants by exchanging additional warrants for fewer shares based on the trading price. (Additional information on the cashless exercise can be found in the Company's Current Report Form 8-K, filed with the SEC on November 2, 2009.) At the time of the Financing, there were 14,849,202 warrants issued. To date, 1,295,030 warrants have been exercised for 1,295,030 common shares and $2.9 million in cash proceeds to the Company. An additional 1,961,819 warrants have been exercised on a cashless basis for 647,955 common shares.

The shelf registration included in the S-3 refers to the registration of additional securities, which may be issued by the Company at a price and date to be determined by the Company. Under the shelf registration, the registration of a new issue can be prepared up to two years in advance, so that the issue can be offered quickly as soon as market conditions are favorable or suitable use of proceeds have been identified by the Company. By using a shelf registration, the Company can fulfill its registration-related procedures beforehand and go to market quickly when conditions become more favorable.

"We are positioning the Company to take advantage of strategic opportunities we believe will become available to us in 2011. Our last acquisition has proven to be very successful and we want to be prepared as we position the Company to expand our offering and customer base," stated Mr. Cai Yongjun, Chairman and CEO of Longwei.

About Longwei Petroleum Investment Holding Limited

Longwei Petroleum Investment Holding Limited is an energy company engaged in the storage and distribution of finished petroleum products in the People's Republic of China. The Company's oil and gas operations consist of transporting, storing and selling finished petroleum products, entirely in the PRC. The Company's headquarters are located in Taiyuan City, Shanxi Province. The Company has a storage capacity for its products of 120,000 metric tons located at storage facilities in Taiyuan and Gujiao, Shanxi. The Company's Taiyuan and Gujiao facilities can store 50,000 metric tons and 70,000 metric tons, respectively. The Company is 1 of 3 licensed intermediaries in Taiyuan and the sole licensed intermediary in Gujiao that operates its own large-scale storage tanks. The Company has the necessary licenses to operate and sell petroleum products not only in Shanxi but throughout the entire PRC. The Company's storage tanks have the largest storage capacity of any non-government operated entity in Shanxi.

The Company seeks to earn profits by selling its products at competitive prices with timely delivery to coal mining operations, power supply customers, large-scale gas stations and small, independent gas stations. The Company also earns revenue under an agency fee by acting as a purchasing agent for other intermediaries in Shanxi, and through limited sales of diesel and gasoline at two retail gas stations, each located at the Company's facilities. The Company seeks to continue to expand its customer base and distribution platform through the utilization of its large storage capacity, which allows the Company the flexibility to take advantage of pricing, supply and demand fluctuations in the marketplace.

For further information on Longwei Petroleum Investment Holding Limited, please visit http://www.longweipetroleum.com. You may register to receive Longwei Petroleum Investment Holding Limited's future press releases or request to be added to the Company's distribution list by contacting Dave Gentry at info@redchip.com.  

Forward-Looking Statements

Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about Longwei's industry, management's beliefs and certain assumptions made by management. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Longwei's operations are conducted in the PRC and, accordingly, are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. Other potential risks and uncertainties include but are not limited to the ability to procure, properly price, retain and successfully complete projects, and changes in products and competition. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here. Readers should review carefully reports or documents the Company files periodically with the Securities and Exchange Commission.


At the Company:

Michael Toups, Chief Financial Officer

U.S. Office +1 727-641-1357



Investor Relations:

Dave Gentry

RedChip Companies, Inc.

407-644-4256, Ext. 104



SOURCE Longwei Petroleum Investment Holding Ltd.