OTC Buyouts and Mergers

[beigledog]

Tandem Energy Holdings, Inc. Announces Restructuring of Transaction with Platinum Energy Resources, Inc.
Thursday October 5, 9:05 am ET


MIDLAND, Texas--(BUSINESS WIRE)--Tandem Energy Holdings, Inc. (Pink Sheets: TDYH - News; "Tandem"), today announced that is has restructured its proposed transaction with Platinum Energy Resources, Inc. ("Platinum") from a merger to a stock for asset reorganization pursuant to Section 368(a)(1)©of the Internal Revenue Code.

Platinum and Tandem's wholly-owned subsidiary, Tandem Energy Corporation ("TEC") have entered into an Asset Acquisition Agreement and Plan of Reorganization pursuant to which Platinum will all acquire all of the assets and assume all of the liabilities of TEC, including approximately $42 million of TEC's debt, in exchange for the issuance of approximately 8 million Platinum's shares to TEC. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of Platinum's IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. Prior to the closing of the reorganization transaction, Platinum will cause the Platinum shares to TEC to be registered so that they can be sold in the open market without restriction. Under the new agreement, the date by which the close of the acquisition must occur has been reset to December 31, 2006.

After the acquisition is consummated, TEC and Tandem will liquidate and distribute the Platinum shares to Tandem's shareholders at an exchange rate equal to the exact terms as set forth in the previously announced merger. In other words, any shareholder who previously was to receive $4.50 per share in cash, will now receive the essentially the same value in Platinum shares.

As part of the new agreement, current Tandem President and Chief Executive Officer, Tim G. Culp, has agreed to serve on the Platinum's board of directors. In addition, the remaining members of Tandem's senior management team have agreed to accept employment or consulting positions with Platinum.

As a result of the transaction's new structure, Platinum Energy expects to have approximately $60 million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of the transaction. Platinum Energy intends to use such funds for, among other things, drilling and other capital expenditures relating to the TEC assets, and future acquisitions.

According to Mr. Culp, Tandem's President and Chief Executive Officer, "While the transaction has been restructured, we believe that it is beneficial for our shareholders in that it provides all of our shareholders with the option of monetizing their investment in Tandem through sales of Platinum's shares on the open market or retaining their shares and potentially increasing their return through an early investment in a new and well capitalized energy company that is committed to growth and maximizing shareholder value".

Tandem Energy Holdings, Inc. is an oil and gas exploration and development company based in Midland, Texas. The Company's activities are focused on low-risk properties in Texas and New Mexico.