PrimeStar Bitumen Inc.
(Wholly Owned Subsidiary of Turner Valley Oil & Gas, Inc. pending final closing)
About PrimeStar Bitumen Inc.
PrimeStar Bitumen, Inc. is a newly formed bitumen shipping and infrastructure company located in Houston Texas. It’s primary business involves using ships to transport bitumen around the globe. Via M & A and Joint Venture opportunities, PrimeStar’s goal is to acquire additional ships for the fleet along with targeting the purchasing and leasing of import/export facilities, asphalt refineries, distribution facilities, and related businesses.
32709 Sul Ross, Houston, Texas 77098 (713) 521-4205
Investor Relations - Matt Kochendorfer Matt@TurnerVentureGroup.com
Turner Submits Completed Form 10 With Audited Financials For Review; Filing Pending
January 18, 2018
HOUSTON, Texas – January 18, 2018 – Website Announcement – Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), pending name change to PrimeStar Bitumen, Inc., is pleased to announce that the Company has submitted final draft of Form 10 with audited financials to auditor for review.
As of this week, CFO Rick Adams confirmed the auditor has been paid for their review and it is expected to get an auditor approved version of the Form 10 shortly, for submission to the NASDAQ SEC Filing system. Upon submission the Company becomes a fully audited, SEC reporting Company and will qualify for the OTCQB standards. Following this step, the Company will complete the appointment of the new Board of Directors, release vessel details and shipping contract (s) highlights.
As previously announced on November 27th, the Company has been approved for submission to the NASDAQ reporting system. As a result and from this point forward, the required 8k, 10K, Form 10, and related disclosures will be submitted using this method. Already, the Company has successfully submitted its 8K and Transaction Closing disclosure announcement.
NASDAQ Material Disclosure Link: http://www.nasdaq.com/symbol/tvog/press-releases
NASDAQ Insider Disclosures Link: http://www.nasdaq.com/symbol/tvog/insider-trades
Transaction Closing 8K Link: https://www.otcmarkets.com/edgar/GetFilingHtml? FilingID=12422095
Turner Announces Completion Of Bitumen Shipping Acquisition & Placement Agreement
HOUSTON, Texas – 12/11/2017- Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), pending name change, is pleased to announce that Turner has finalized its phase 1 infrastructure and shipping acquisition agreement in conjunction with the preferred stock placement with Network 1 Securities, Inc. (“Network 1”).
The Company has successfully executed a binding Purchase And Sale Agreement (“Agreement”) through a portfolio company of a multi-generational family office based in Dubai, United Arab Emirates. This family office has investments and operating businesses that include dry shipping, crude shipping, natural resource development, construction, civil engineering, and banking. Their investment into Turner will focus on bitumen (also known as asphalt), and the supply chain and transportation of bitumen.
“We are thrilled that the closing process has started and we can now move forward with building a globally integrated bitumen shipping company. With the current and impending demand for global infrastructure spending, spurred by global growth and the current US President’s $1 trillion infrastructure plan, we believe this is an ideal time for Turner to enter the bitumen sector,” stated Network 1 Securities investment banker, Adam Pashok.
Turner has structured the Preferred Stock placement to exchange Series A shares with cash and assets from the anchor investor and third party sellers. The transaction includes the issuance of 25,000,000 Series A Preferred Shares, convertible at a ratio of 2 to 1, with a minimum price per share of $1.00 in exchange for vessels and capital. This structure protects both insider and retail investors from dilution to Turner’s common stock structure.
This transaction allows for capital to be deployed as a bolt on to each vessel as they come under Turner control. Already, two (2) ships have been committed to the placement under the Series A Preferred Share structure. The initial commitment under the Agreement is approximately $15 Million of cash and assets. The vessels are undergoing third party appraisal which will determine their dollar value. The remaining balance of the initial $25,000,000 will be used to secure additional shipping vessels during the extend phase of Turner’s shipping acquisition.
Coming Name Change
The newly expanded Company will focus on all segments of the bitumen industry, including real assets, energy, infrastructure, and the supply chain. Turner has agreed to amend its previous name change plans to reflect the new business model moving forward. As a result, a proposed name change for shareholder approval to PrimeStar Bitumen, Inc is forthcoming. A ticker symbol change will also initiate once the name change is approved by FINRA.
Upon completion of the transfer of committed assets and capital, Turner expects to expand its Board of Directors by appointing several new members in addition to current board member and Turner CEO, Steve Helm. Furthermore, new management, with decades of shipping experience, are expected to join the Board Of Directors. Included in this transition will be a new CEO, administration, and the current Chairman of the family office will take on the same title at the new company.
“I am very pleased to see several quarters of hard work come to a successful fruition and I am excited to support the transition of the Company by expanding the management team and executing the extended business model,” stated CEO Steve Helm.
Mergers & Acquisitions
In a prior announcement on August 10th, 2017 Turner outlined its acquisition plans over the next Two (2) years, which includes a plan to integrate into the supply chain by utilizing a build & bolt-on model within the real assets, energy, infrastructure, bitumen, and asphalt segments. Steps are already underway and more details will be issued in coming press releases.
In a prior announcement on June 8th, 2017, Turner released expectations to fully operate an initial fleet of five (5) Bitumen tanker vessels once acquired. Further expansion is planned once the initial fleet is acquired, which could result in adjustment the Company’s prior initial guidance. Details are forthcoming.
Following this initial closing announcement, subsequent events will include Turner filing a Form 10, which includes 10 K and 8 K filings with the SEC. This will meet all registered and fully reporting standards and a result, Turner will meet the qualifications needed for it to be an OTCQB, fully filing company. These are important steps, that in addition to Tuner’s recent Nasdaq system registration, will aid in Turner’s plan to uplist to a higher exchange. In addition, closing conditions include transfer of shipping vessels, release of escrowed funds, appointment of a new Board of directors and management, name change, and an updated corporate website.
Turner Obtains NASDAQ System Approvals: Cleared For Public Disclosures
November 27, 2017
HOUSTON, Texas – November 27, 2017 – Website Announcement – Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), pending name change to reflect acquisition, is pleased to announce that the Company has been diligently advancing next steps to submit necessary filings, public disclosures and news distribution with NASDAQ. It is pleased to confirm that the required status has been obtained for submission to the NASDAQ system.
The NASDAQ system is the first step to submitting filings; 8K, 10K, Form 10 and related disclosures as previously detailed in the prior site announcement on November 20, 2017. Now with NASDAQ system approved, Turner can now meet disclosure requirements mandated by regulatory agencies, by submitting each item, in order to complete first; the minimum OTCQB status and then next steps to meet the NASDAQ listing requirements. The Company is now completing the disclosure filing first then the press announcement will follow.
“This is an exciting step as we transition Turner to becoming an international bitumen and asphalt supply chain company. Management and its banking partner are pleased to establish this relationship with NASDAQ and continue to improve Turner’s status as a fully transparent company, stated CEO Steve Helm.
NASDAQ is a trusted market leader and has built a financial community of world-renowned industry innovators and visionaries – Apple, Facebook, Amazon, Amgen, Virtu, Starbucks, eBay and Alphabet. This community of companies also includes $1 Trillion in market value transfers since 2005.
Turner Initiates Corporate Website Change To Reflect New Acquisition
November 24, 2017
HOUSTON, Texas – November 24, 2017 – Website Announcement – Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), pending name change to reflect acquisition, is in the process of developing a new website for its shipping and infrastructure company at BitumenTankers.com.
Now with the deal completed, Turner wants to have the website up and fully operational as the company plans to hit the ground running in the coming weeks. Upon completion, this site will replace the current corporate website. The first version will be updated by next week and additional information will begin to be added including the following:
1. The new site will list the ships in Turner’s fleet with the technical specs and other relevant ship information being featured.
2. New assets under Turner’s control will be profiled as well.
3. The new management coming into Turner will be spotlighted along with any other pertinent data about the company.
4. In addition, the Company hopes to eventually be able to add GPS tracking of vessels and location information involving the supply chain.
Turner greatly appreciates the patience investors have shown as Turner enters a new phase of its existence by becoming fully operational shipping and fully filing company. The company is currently completing the closing process of the assets in the bitumen shipping industry via a $25 Million preferred stock placement with its investment banking partner, Network 1 Financial. This includes the transfer of assets, release of escrow funds, SEC filings, name change and appointment of management among other items.
Turner’s strategy includes a plan to expand from an initial the bitumen tanker acquisitions to up to 30 tanker ships in the next 12-18 months in addition to targeting the purchasing/leasing of import/export facilities, asphalt refineries, distribution facilities, and related businesses.
Upon successful submission of all SEC filings the Company will not need to submit additional filings to OTC Markets. It has not been determined if filings will need to be submitted in the interim but the Company’s 3rd Quarter filing will be posted to the website in the coming days regardless.
The Company announced on November 20, 2017 that the first acquisition deal has been completed and full news release announcement and SEC filings will be initiated starting next week.
Turner Finalizes Acquisition: Detailed Announcement Pending
HOUSTON, Texas – 11/20/2017 – (Website Release Only) Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), pending name change, is pleased to announce that Turner has finalized its phase 1 infrastructure and shipping acquisition along with the preferred stock placement to fully capitalize the transaction. A full and detailed press release of this transformative event in Turner’s corporate history will be coming following the Thanksgiving holiday.
As stated in previous press releases, Turner engaged Network 1 Securities (Network 1) to partner with the Company to acquire bitumen shipping assets and capital valued at an initial valuation of $25,000,000. This platform, agreed upon by Turner, Network 1, and a specialized group of industry consultants, has been established in order to build and expand upon an integrated infrastructure play focused on the supply chain of bitumen, also known as asphalt.
Following the initial closing announcement, subsequent events will include Turner filing a Form 10, which includes 10 K and 8 K filings with the SEC. This will allow Turner to meet the qualifications needed for Turner to be an OTCQB, fully filing company.
HOUSTON, June 8, 2017 – Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), pending name change to Turner Venture Group, Inc., has announced updated guidance estimates for its pending Bitumen Tanker asset acquisitions. The Company is currently progressing on schedule to complete the final due diligence and financing required for Closing.
Based on increasing market demand, improved utilization, more complete fleet analysis, due diligence, and expectations to fully operate the fleet of five (5) Bitumen tanker vessels once acquired, the Company believes that it will generate over $39,000,000 in annual revenue and $6,000,000 in EBITDA. This estimate represents a significant increase from the Company’s initial guidance. This does not take into account the planned expansion of the fleet and infrastructure, which will be discussed in detail in a future press release.
The Trump administration has pointed to a plan, using a mix of public and private funding along with tax incentives, that is meant to help spur $1 trillion in new spending on roads, bridges, and other construction during the next decade. Many fortune 500 companies such as John Deere and Martin Marietta are already spending $Billions ramping up production in anticipation of this. Turner is in the process of doing the same with this first acquisition, and upon a successful closing, the Company will be well positioned to leverage President Trump’s widely publicized infrastructure proposal.
Adam Pashok, Managing Director of Network 1 Securities, Inc., reported “We are excited to complete these transactions using Turner as the foundational platform. The plan is to unlock asset value through strategic acquisitions and accelerate profitability through organic growth and expansion. Network 1 is very excited about this relationship with Turner. In addition, we will prepare for a senior listing application as soon as prudently possible.”
Turner’s management team has been working aggressively in the last few months to complete all of the critical steps that have been shared with our shareholders. This includes becoming fully SEC compliant, up-listing to the OTCQB, hiring a qualified CFO, and completing final compliance and required closing conditions to fully capitalize the Company for growth.
Turner Enters Into a $25,000,000 Placement Agent Agreement with Network 1 Financial Securities, Inc.
April 20, 2017
HOUSTON – April 20, 2017 – Turner Valley Oil and Gas, Inc. (the “Company”) (“Turner”) (OTC:TVOG), pending name change to Turner Venture Group, Inc., today announced that it has entered into an exclusive engagement with Network 1 Financial Securities, Inc. to be the Company’s Investment Banker to complete a $25,000,000 capital placement. The placement will be used to accelerate growth through acquisitions as previously announced, one of which includes the strategic asset acquisition of an International Bitumen Tanker Shipping Company.
Network 1 Financial is a highly-regarded investment bank that has shown recent success in helping other emerging OTC companies effectively secure financing,” said Steve Helm, CEO of Turner Venture Group, Inc. “After meeting with the team at Network 1 in New Jersey, we felt compelled and excited about their enthusiasm, experience, depth of knowledge, and previous successes. We are looking forward to working with Network 1 to help us meet our capital raising needs to complete this first acquisition.”
Management negotiated the placement utilizing preferred stock, which will offer a yield to the investors and also help Turner keep dilution of its common stock to a minimum. This transaction is consistent with the previously announced acquisition of 5 (five) Bitumen Tanker Ships valued at over $28,000,000 and with a run rate of over $14,000,000 in revenue, which has been structured using preferred shares as well.
Turner’s management team has been working aggressively in the last few months to complete all of the critical steps that were shared with our shareholders. These milestones included the identification and acquisition of key assets, engagement of an auditor, engagement of an investment bank, and the execution of a capital placement agreement.
With the engagement of Network 1, the Company will now work to become fully SEC compliant, up-list to the OTCQB, and complete final compliance and required closing conditions to fully capitalize the Company for growth. The investment bank has a successful track record covering over 30 years in taking emerging OTC companies to larger exchanges like the NASDAQ and NYSE, and Turner has plans to pursue the same path.
“We are thrilled to be working with Turner Venture Group, Inc. on this new and exciting opportunity. Due to the global surge in demand for bitumen shipping, we believe this is the perfect time for Turner to enter this segment.” said Adam Pasholk, Managing Director of Network 1 Financial Securities, Inc.
The Company is working with the Network 1 to finalize the financial model including forward-looking projections the closing of these initial 5 Bitumen Shipping Vessels as well as the projected acquisition plan, which includes expansion via the purchase of a large number of vessels at discounted valuations which are currently under negotiation. Turner will announce these details as well as other pertinent information through its Corporate Website and in a subsequent press announcement.
Turner Enters into Acquisition Agreement for Operating Bitumen Tanker Assets
March 15, 2017
HOUSTON, March 15, 2017 /PRNewswire/ — Turner Valley Oil and Gas, Inc. (the “Company”) (“Turner”) (OTC: TVOG), pending name change to Turner Venture Group, Inc., is pleased to announce that it has reached an agreement (“Acquisition Agreement”) to acquire the operating, profitable assets of an international bitumen tanker shipping company (“Shipping Company”) focused on the commercial transportation of bitumen/asphalt products worldwide used in paving roads and highways.
The assets being acquired from the Shipping Company are specializing in petroleum products and dry bulk commodities distribution which has experienced a recent downcycle creating industry distress and special situation opportunities.
Commodity prices are expected to rise again in the coming years and the Company expects strong upside potential from growing global infrastructure demand for bitumen/asphalt products.
Turner is working with a full service investment bank which will be disclosed in a subsequent filing to acquire the assets and control of a highly specialized fleet of 5 (five) bitumen oil tankers with an average fleet age of 8 years and an approximate fleet value of $28,000,000 (Twenty Eight Million).
The assets being acquired are being audited by Turner where initial numbers from annual operating revenues for 2016 are estimated at $14,000,000 (Fourteen Million), with an estimated 2016 EBITDA of $1,100,000 (One Million, One Hundred Thousand).
Under the terms of the Acquisition Agreement, Turner will acquire the assets included herein of the existing Shipping Company in an all equity transaction involving the issuance of Preferred Shares of the Company, thus limiting dilution.
Turner and the investment bank believe that these assets can be operated more efficiently than the previous company was able to accomplish, and acquiring their assets at attractive valuations will provide a competitive advantage. Turner is in discussions with prospective executives and board members with experience in international shipping to join Turner’s management team to run this new Turner subsidiary. Upon completion of the Acquisition, the new Shipping Company will be a wholly owned subsidiary of Turner. A bitumen tanker company website with complete details and information about the new venture will be revealed soon.
Steve Helm, CEO of Turner Venture Group, Inc. stated, “World asphalt supply and demand is expected to grow exponentially by 2020. With the White House’s recent proposal of $1 Trillion infrastructure investment in the United States, we are excited for the opportunity to capitalize on the dynamics of the shipping industry and build value for Turner shareholders during a time where asphalt trade is expected to rise both regionally and globally.”
Mr. Helm continued, “The current U.S. administration has pledged to build new roads, highways and bridges across the country. Recent Energy Administration data shows that the U.S. will require 63% more asphalt than it consumes now just to pave roads at the rate it was at 10 years ago. As a result of this initiative, asphalt demand is expected to increase well beyond that level in the next 2-4 years, which makes the steady supply of bitumen so crucial to making the improving of America’s roads a success.”
To further take advantage of this, the new Shipping Company, with backing from the investment bank, is actively pursuing the acquisition of more bitumen tanker supply vessels. The Company believes there is a solid plan and method of procuring more tankers that allow Turner to obtain the new transportation vessels at discounted valuations directly from other commercial banks.
Completion of the Acquisition is subject to a number of conditions including completion by the Company of the audits and SEC filings. Additional asset details, the investment bank and other important updates will be announced to shareholders as they are permissible via the Company’s website, SEC & OTC Filings and Press Announcements.
Turner Initiates Audits To Close Acquisitions And Uplist To OTCQB With Engagement Of Firm Briggs & Veselka Co. $TVOG
Feb. 15, 2017
HOUSTON, Feb. 15, 2017 /Website Release/ — Turner Valley Oil and Gas, Inc. (the “Company”) (OTC:TVOG), pending name change to Turner Venture Group, Inc., is pleased to announce it has engaged the independent auditing firm Briggs & Veselka Co. as its new certifying accountant, effective immediately as per Turner’s SEC Filing 8K yesterday.
Turner reached its decision to engage Briggs & Veselka Co. after a thorough evaluation by the Company’s Advisory Board and with the concurrence of the Company’s Chief Executive Officer. This is a critical next step to completing the acquisition that is already being structured with Turner’s investment banking partner soon to be released in subsequent announcements. Briggs & Veselka Co. will audit the Company’s financial statements for the past two years, an ongoing basis, and support completion of required SEC filings necessary for uplist to the OTCQB marketplace tier.
Steve Helm, CEO commented; “Turner looks forward to a long and mutually beneficial relationship with Briggs & Veselka which has a solid reputation for assisting in the development of strong public companies.” Mr. Helm further commented; “Briggs & Veselka Co. is located in close proximity to Turner Venture Group’s corporate headquarters which should help streamline communication and timely completion of required audits.”
The Company reiterates the guidance previously provided in its press release issued January 18, 2017 that it fully expects to make acquisition announcements in the very near future. The Company has executed its plan through initiating necessary SEC filings, and now is working aggressively to produce results and complete the first acquisition as planned. Updates will be announced to shareholders as they become available.
About Briggs & Veselka Co.
Briggs & Veselka Co. (http://bvccpa.com/) is a full service CPA firm offering tax, audit, business valuations, and various financial consulting services. Briggs & Veselka is one of the ten (10) largest public accounting firms in Houston. The firm has been recognized with many awards, such as Accounting Today’s Best Accounting Firms to Work for in 2008, Houston Business Journal’s Best Places to Work in 2007, 2008, 2009 & 2011, and 2013 as well as, the Houston Chronicle’s Top Work Places in 2010, 2011 and 2012. Briggs & Veselka has doubled in size over the past 3 years and continues to attract the top talent in the marketplace by offering individuals work/life balance in their career.
List of Turner’s Key Accomplishments to Date