The Dialer does it again...
(BSNS WIRE) Grifco International, Inc. Shareholders to Receive Warrants for P
eference Shares with 33 1/3% Stake in N.R.I. on Gas P
Grifco International, Inc. Shareholders to Receive Warrants for Preference Share
with 33 1/3% Stake in N.R.I. on Gas Properties
Business Editors
CONROE, Texas--(BUSINESS WIRE)----
Grifco International, Inc. (Pink Sheets: GFCI) announced toady
that it has agreed to spin off its Precision Drilling & Exploration,
Inc. ("PDEI") subsidiary to Universal Energy Resources, Inc. ("UERI")
in consideration of receiving a warrant stake in the Net Royalty
Interest or N.R.I. on gas leases located in Crockett County, Texas.
UERI is an independent private company formed in August 2006 by
Jim Dial to act as the operating manager and general partner of gas
leases under option in Crockett County, Texas, and elsewhere. UERI
will operate at arm's length from GFCI in order to protect GFCI's
shareholders and assets from the liabilities inherent in the drilling
and exploration industry.
As compensation to its shareholders for the asset separation of
PDEI, all GFCI shareholders of record as of close of business 5 p.m.
(PST) on December 25, 2006, will be issued callable warrants entitling
each warrant holder the right, but not the obligation, to convert into
a series of preference drilling participation shares of PDEI, as
follows:
Series A Preference Drilling Participation Shares:
All GFCI shareholders as of the Record Date will be issued a total
of 20,000,000 two-year warrants converting on a 1:1 basis into Series
A Preference Drilling Participation Shares of PDEI at a price of $.20
per warrant. Series A Preference Drilling Participation Shares entitle
the owner to a mandatory dividend of 33 1/3% on the Net Royalty Income
from gas production realized on a total of 10 certain gas leases in
Crockett County, Texas. Warrant Holders must convert in minimum
traunches of $400,000 per gas well to be spudded.
Series B Preference Drilling Participation Shares:
All GFCI shareholders as of the Record Date will be issued a total
of 20,000,000 three-year warrants converting on a 1:1 basis into
Series B Preference Participating Drilling Shares of PDEI at a price
of $.25 per warrant. Series B Preference Participating Drilling Shares
entitle the owner to a mandatory dividend of 33 1/3% on the Net
Royalty Income from gas production realized on a total of 10 certain
gas leases in Crockett County, Texas. Warrant Holders must convert in
minimum traunches of $500,000 per gas well to be spudded.
Series C Preference Drilling Participation Shares:
All GFCI shareholders as of the Record Date will be issued a total
of 20,000,000 four-year warrants converting on a 1:1 basis into Series
C Preference Participating Drilling Shares of PDEI at a price of $.30
per warrant. Series C Preference Participating Drilling Shares entitle
the owner to a mandatory dividend of 33 1/3% on the Net Royalty Income
from gas production realized on a total of 10 certain gas leases in
Crockett County, Texas. Warrant Holders must convert in minimum
traunches of $600,000 per gas well to be spudded.
The warrants will be issued pursuant to Rule 144 but they along
with the Series A, B and C Preference Participating Shares upon
conversion will be subject to a registration rights agreement. Upon
registration, the warrants will become "callable" upon 45-day advance
written notice. Any warrants that are not registered become "free
trading" in two years pursuant to Rule 144K. The Series A, B and C
Preference Participating Shares upon registration will be qualified
for trading on a secondary market such as the Pink Sheets or OTCBB.
GFCI shareholders as of the Record Date will be notified in
writing as to the number of warrants they are entitled to along with
contact information regarding the warrant agent. A warrant agent will
be designated at the time of issuance of the warrants. The warrant
agent will be paid its customary fees and expenses at the time of
exercise of the warrants or registration, whichever is earlier.
Shareholders who have their GFCI shares in "street name" and have
designated themselves with their broker on the OBO list will be
notified by their broker as to their entitlement to the warrants.
Jim Dial, President of GFCI, stated, "We believe that the warrant
compensation package lets our shareholders participate within the
commercialization of the gas leases under option in Crockett County,
Texas, with significant upside potential."
The Crockett County, Texas, gas leases are located in the Permian
Basin, which is the sixth largest proven petroleum-producing region in
the world ahead of the prolific North Slope Alaska reserves. Based
upon our review of historic drilling logs, geologist reports, and
other anecdotal information available, we believe that each well is
capable of producing in excess of $3,000,000 in N.R.I. during its
life.
About Grifco International, Inc.
Grifco International is a leading provider of oil and gas services
equipment, specializing in the conception, architecture, and
development of tools for the coil tubing, wire line, and snubbing
industries throughout the United States, China, Mexico, South America,
the Middle East and Africa. Grifco holds and owns design rights and
manufacturing facilities for producing more than 6,000 products for
the oil and gas industry with more than 150 clients, boasting the
biggest names in the business, including Halliburton, Exxon Mobil
Corp., and Schlumberger. For more information, please visit:
www.grifco.org.
Safe Harbor Act
The statements contained in this news release include
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Although the Company
believes the expectations reflected in such forward-looking statements
are reasonable, actual results may differ materially from those
forward-looking statements as such statements involve risks and
uncertainties that can impact the delivery of, meeting of, or
exceeding of such expectations.
KEYWORD: NORTH AMERICA TEXAS UNITED STATES
INDUSTRY KEYWORD: ENERGY OIL/GAS
SOURCE: Grifco International, Inc.
CONTACT INFORMATION:
Princeton Research, Inc.
Mike King, 702-650-3000
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