NATK Announces Change in Control, Management Changes, Settlement of Litigation and Restructuring of Ownership of TieTek LLC

Nov 10, 2004, 00:00 ET from North American Technologies Group, Inc.

    HOUSTON, Nov. 10 /PRNewswire-FirstCall/ -- North American Technologies
 Group, Inc. (Nasdaq:   NATK) (NATK) announced today that CEO Kevin C. Maddox and
 Avalanche Resources, Ltd., who together own approximately 49% of NATK Common
 Stock outstanding, have agreed to sell all of their interest in the Company to
 a group of investors, including many of the current holders of the Company's
 Preferred Stock.  The investor group includes Big Bend XI Investments, Ltd.,
 Crestview Capital Master, LLC, Midsummer Investment Ltd., HHT FFT, LLC,
 Richard Kiphart, Islandia, L.P. and Crestview Warrant Fund, L.P.  The
 investors will pay an aggregate of $10,800,000 cash to the sellers for
 34,338,246 shares of Common Stock and warrants to purchase 3,719,768 shares of
 Common Stock.
     At the same time, and as a condition to the consummation of the stock
 sale, NATK entered into an agreement with Sponsor Investments, LLC for Sponsor
 to exchange its option to acquire 49.9% of TieTek LLC, NATK's operating
 subsidiary, for shares of a new class of Series CC Convertible Preferred Stock
 and a warrant to purchase additional shares of Series CC Preferred Stock at an
 exercise price of $1.00 per share.  Assuming full conversion of its Series CC
 Preferred Stock, Sponsor would own approximately 33% of the total outstanding
 shares of NATK Common Stock.  In connection with the closing of the Sponsor
 transaction, it is anticipated that most of the Company's outstanding
 Preferred Stock will be converted into Series CC Preferred Stock.
     Consummation of Mr. Maddox and Avalanche's stock sale is subject to
 satisfaction of a number of conditions including replacement of the current
 directors and officers of NATK with representatives of the investor group and
 Sponsor, and the execution of a settlement and mutual release among the
 investor group, Avalanche, Mr. Maddox, Sponsor and the Company's directors,
 settling and dismissing all outstanding claims among those parties.
 Consummation of the exchange with Sponsor is subject to the closing of the
 stock sale to the investor group, receipt of an opinion regarding the fairness
 of the transaction to the stockholders of the Company, stockholder approval of
 the issuance of the shares of Series CC Preferred Stock and warrants to
 Sponsor, and other customary closing conditions.
     The investor group has nominated Robert Hoyt, Kenneth Scott and Henry
 Sullivan, the current President of TieTek LLC, to be the new directors of the
 Company.  Mr. Sullivan has also been elected the President and Chief Executive
 Officer of NATK effective November 8.  "The investor group is comprised of
 several individuals who have either run or been on the board of public
 companies or have strong operational backgrounds which should bring value to
 the company on a go forward basis," said Robert Hoyt, Managing Director of
 Crestview Capital Funds.
     NATK will mail to its stockholders a notice regarding the contemplated
 change in its officers and directors.  Stockholder approval of the issuance of
 Preferred Stock and warrants to Sponsor will be sought, and an Information
 Statement will be sent to all NATK stockholders informing them of the action
 taken.
     North American Technologies Group, Inc., through its TieTek subsidiary,
 has patented technology which utilizes recycled plastics, tires and other raw
 materials to produce composite parts that are an alternative to hardwood in
 structural applications.  The Company's securities are listed on the NASDAQ
 SmallCap Market under the symbol "NATK".
 
     The Company's website is found at: http://www.natk.com .
 
      Contact:  North American Technologies Group, Inc.
                Henry W. Sullivan 281-847-0029
 
     This press release may contain forward-looking statements involving risks
 and uncertainties.  Statements in this press release that are not historical,
 including statements regarding management intentions, beliefs, expectations,
 representations, plans or predictions of the future are forward-looking
 statements within the meaning of the "safe-harbor" provisions of the Private
 Securities Litigation Reform Act of 1995.  These risks include, but are not
 limited to, fluctuations in financial results, availability and customer
 acceptance of products and services, the impact of competitive products,
 services and pricing, and general market trends and conditions.  For a
 discussion of other potential factors that could cause actual results to vary
 materially from expectations, reference is made to North American Technologies
 Group's respective annual and quarterly reports filed with the Securities and
 Exchange Commission.
 
 

SOURCE North American Technologies Group, Inc.
    HOUSTON, Nov. 10 /PRNewswire-FirstCall/ -- North American Technologies
 Group, Inc. (Nasdaq:   NATK) (NATK) announced today that CEO Kevin C. Maddox and
 Avalanche Resources, Ltd., who together own approximately 49% of NATK Common
 Stock outstanding, have agreed to sell all of their interest in the Company to
 a group of investors, including many of the current holders of the Company's
 Preferred Stock.  The investor group includes Big Bend XI Investments, Ltd.,
 Crestview Capital Master, LLC, Midsummer Investment Ltd., HHT FFT, LLC,
 Richard Kiphart, Islandia, L.P. and Crestview Warrant Fund, L.P.  The
 investors will pay an aggregate of $10,800,000 cash to the sellers for
 34,338,246 shares of Common Stock and warrants to purchase 3,719,768 shares of
 Common Stock.
     At the same time, and as a condition to the consummation of the stock
 sale, NATK entered into an agreement with Sponsor Investments, LLC for Sponsor
 to exchange its option to acquire 49.9% of TieTek LLC, NATK's operating
 subsidiary, for shares of a new class of Series CC Convertible Preferred Stock
 and a warrant to purchase additional shares of Series CC Preferred Stock at an
 exercise price of $1.00 per share.  Assuming full conversion of its Series CC
 Preferred Stock, Sponsor would own approximately 33% of the total outstanding
 shares of NATK Common Stock.  In connection with the closing of the Sponsor
 transaction, it is anticipated that most of the Company's outstanding
 Preferred Stock will be converted into Series CC Preferred Stock.
     Consummation of Mr. Maddox and Avalanche's stock sale is subject to
 satisfaction of a number of conditions including replacement of the current
 directors and officers of NATK with representatives of the investor group and
 Sponsor, and the execution of a settlement and mutual release among the
 investor group, Avalanche, Mr. Maddox, Sponsor and the Company's directors,
 settling and dismissing all outstanding claims among those parties.
 Consummation of the exchange with Sponsor is subject to the closing of the
 stock sale to the investor group, receipt of an opinion regarding the fairness
 of the transaction to the stockholders of the Company, stockholder approval of
 the issuance of the shares of Series CC Preferred Stock and warrants to
 Sponsor, and other customary closing conditions.
     The investor group has nominated Robert Hoyt, Kenneth Scott and Henry
 Sullivan, the current President of TieTek LLC, to be the new directors of the
 Company.  Mr. Sullivan has also been elected the President and Chief Executive
 Officer of NATK effective November 8.  "The investor group is comprised of
 several individuals who have either run or been on the board of public
 companies or have strong operational backgrounds which should bring value to
 the company on a go forward basis," said Robert Hoyt, Managing Director of
 Crestview Capital Funds.
     NATK will mail to its stockholders a notice regarding the contemplated
 change in its officers and directors.  Stockholder approval of the issuance of
 Preferred Stock and warrants to Sponsor will be sought, and an Information
 Statement will be sent to all NATK stockholders informing them of the action
 taken.
     North American Technologies Group, Inc., through its TieTek subsidiary,
 has patented technology which utilizes recycled plastics, tires and other raw
 materials to produce composite parts that are an alternative to hardwood in
 structural applications.  The Company's securities are listed on the NASDAQ
 SmallCap Market under the symbol "NATK".
 
     The Company's website is found at: http://www.natk.com .
 
      Contact:  North American Technologies Group, Inc.
                Henry W. Sullivan 281-847-0029
 
     This press release may contain forward-looking statements involving risks
 and uncertainties.  Statements in this press release that are not historical,
 including statements regarding management intentions, beliefs, expectations,
 representations, plans or predictions of the future are forward-looking
 statements within the meaning of the "safe-harbor" provisions of the Private
 Securities Litigation Reform Act of 1995.  These risks include, but are not
 limited to, fluctuations in financial results, availability and customer
 acceptance of products and services, the impact of competitive products,
 services and pricing, and general market trends and conditions.  For a
 discussion of other potential factors that could cause actual results to vary
 materially from expectations, reference is made to North American Technologies
 Group's respective annual and quarterly reports filed with the Securities and
 Exchange Commission.
 
 SOURCE  North American Technologies Group, Inc.