Freestone Resources and Dynamis Energy Announce Merger Agreement
Nov 06, 2017
Freestone Resources, Inc. (“Freestone”) (OTCQB: FSNR) and Dynamis Energy, LLC (“Dynamis”) today announced the signing of a merger agreement under which Freestone and Dynamis will combine their businesses in an all-stock transaction.
Upon completion of the transaction, Dynamis shareholders are expected to own 75 percent of the new combined entity (not including its existing shares) and Freestone current shareholders will own 25 percent, based on an implied value of $0.195 per share for Freestone’s stock. The combined entity will have offices in Idaho and Texas, and a joint management team to be announced. The transaction is expected to be non-taxable to Freestone’s and Dynamis’ shareholders.
Michael McGhan, CEO of Freestone Resources said, “We believe that this merger is in the best interest of our company and its shareholders and creates an exceptional opportunity for growth and expansion for our oil & gas technology products and other markets. Dynamis’ mission and objective complements ours in that we are both committed to making beneficial use of products and energy developed from waste products.”
Kevin McNulty, CEO of Dynamis said, “We are pleased to announce the proposed transaction with Freestone Resources. We believe that this merger will create a great opportunity for our company to enlarge its portfolio of green technology offerings. Having worked closely with Freestone through our existing joint venture, we believe the combination of the two companies should enhance our ability to develop and expand our product offerings into new markets.”
Dynamis previously teamed with Freestone to further develop the production and marketing of Petrozene and related products. Freestone is the developer of its proprietary Petrozene technology. This product has displayed unparalleled results in solving several key oilfield and refinery problems. Petrozene is designed to prevent and eliminate the build up of paraffins and asphaltenes from crude oil products, as well as improving the viscosity of such crude. Paraffin and asphaltene buildup is an industry-wide, multi-billion dollar problem that occurs when paraffin crystals within the oil base combine into a waxy buildup. Petrozene has been shown to be effective in tank bottom cleanup, clean up of rail cars and tanker trucks while in operation, as well as for use downhole in the improvement of yields of operating oil wells.
It should be noted that the closing of the merger is subject to numerous conditions and there can be no assurance that these conditions will be met or that the merger will close.
About Freestone Resources, Inc.:
Freestone Resources is a Dallas, Texas based oil and gas technology development company. The continuing goal of the Company is to develop new technologies that allow for the utilization of our vast resources in an environmentally responsible and cost effective way. http://www.freestoneresources.com/.
About Dynamis Energy, LLC:
Dynamis is an Eagle, Idaho based technology development company focused on waste management and energy production from solid wastes to provide sustainable economic and environmental benefits, while turning such waste into usable products. As such, Dynamis provides technology to recycle municipal and other solid wastes to produce sustainable economic and environmental benefits, in the form of fixed and mobile waste-to-energy plants. Dynamis has a network of agents worldwide to support the sale of its technology and products. Currently Dynamis has projects in various stages of development in Europe, Asia, South America, the Caribbean, and the US.
The 8K filed with the SEC regarding the Merger:
Link to Freestone Resources (FSNR) Home web site and news:
FSNR shares held by the Officers, Directors, and the JV Dynamis to a total of 38,616,442, the increase is per the recently released 10-K: None of the officers, directors, or the JV have sold a single share - not one share.
Below is a breakdown of shares owned in desending order of share size held: Gerald Johnston, Advisory Board ... 12,904,167 *** (The major shareholder, and is the retired CFO of Tyson Foods, a multi billion dollar company) http://www.sec.gov/Archives/edgar/data/1019049/000112178116000385/xslF345X03/gmjfm421016.xml Clayton Carter, Vice President of Opperations ... 7,605,000 http://www.sec.gov/Archives/edgar/data/1089319/000112178115000267/xslF345X03/ccarterfm492415.xml Don Edwards, Investment Officer ... 6,500,000 http://www.sec.gov/Archives/edgar/data/1089319/000112178115000269/xslF345X03/gdefm492415.xml Michael McGhan, CEO, Chairman, President ... 6,000,000 *** (Former CEO of both billion dollar companies Hanover Compressor- now Exterran, and Valerous Compression Services) http://www.sec.gov/Archives/edgar/data/1089319/000112178116000374/xslF345X03/mmcghanfm411116.xml JV Dynamis ... 5,000,000 http://ih.advfn.com/p.php?pid=nmona&article=72661986
|Paul E. Babb, Chief Financial Officer and Director ... 607,275 |
NOTE: None of the above have ever sold a single share
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PETROZENE is a solvent that breaks down paraffin, disperses oil tank sludge, and has other unique industrial-use qualities. PETROZENE is made from a byproduct of recycled petroleum-based products, so it will not contaminate the oil reserve to which it is being applied. Furthermore, the process that creates PETROZENE helps reduce the worldwide problem that petroleum waste products pose to our environment every year.
The discovery of PETROZENE began with a desire to solve the environmental hazards that various petroleum waste products pose to the environment. Freestone Resources, Inc. has worked with numerous industry partners to recycle these post-consumer materials, and utilize their byproducts in a proprietary way for the oil and gas industry.
PETROZENE has many uses within the oil industry. Below are the applications that are currently available:
Oil Tanker & Oil Tank Solutions:
PETROZENE has been shown to be an effective dispersant of oil sludge buildup. The research efforts of Freestone Resources, Inc. and industry partners have shown it to be especially effective in large, long range oil tankers. With the proper amount of PETROZENE applied to each shipment of oil, they have produced results that show a dramatic reduction in oil sludge buildup on the bottom of the tanks. These same results have been shown in oil storage tanks as well. With the proper application of PETROZENE, costs and operational downtime due to cleaning can be cut dramatically for each.
Oil Well Enhancement:
Freestone Resources, Inc. has also done thorough research concerning oil well enhancement with the application of PETROZENE. Freestone has discovered that a minimal amount of PETROZENE utilized down the wellbore will dissolve and further inhibit Paraffin and asphaltene buildup in the well casing. This buildup of paraffin causes other problems such as clogging up lines, pump failures, pressure bursts, and seal failures which can all be dramatically reduced with the proper application of PETROZENE.
Numerous independent studies have shown that a minimal amount of PETROZENE decreases the viscosity of heavy oil. These tests indicate that PETROZENE can be utilized in pipelines that transport heavy oil in order to increases their efficiency and flow rate.
We are currently researching many other uses and applications. If you or your company feel there may be a unique application within your business or would like to work with us to create a specific solution, feel free to contact us.
Petrozene Web Site;