United Energy Announces $1.75 Million Financing Arrangement With Laurus Funds
SECAUCUS, N.J., March 25 /PRNewswire-FirstCall/ -- United Energy Corp. (OTC Bulletin Board: UNRG.OB - News) announced today that it has entered into a $1.75 million financing arrangement with Laurus Master Fund, Ltd. ("Laurus Funds"), a financial institution specializing in funding small and micro- capitalization companies. Under the arrangement, United Energy issued a $1.75 million secured convertible term note with a variable rate coupon based on the WSJ Prime Rate. The term note is convertible into equity at an initial conversion price of $1.00 per share. Laurus Funds was also issued warrants to purchase up to 300,000 shares of United Energy's common stock.
United Energy's Chairman and CEO, Ron Wilen stated, "The arrangement with Laurus Funds provides United Energy additional capital to grow through a more aggressive international sales campaign for its current line of specialty chemicals and possibly the acquisition of value-added operating companies producing other environmentally-friendly chemicals. We view this transaction as extremely positive for United Energy and our shareholders."
About United Energy
Headquartered in Secaucus, New Jersey, United Energy is actively engaged in the development, manufacture and sale of environmentally friendly specialty chemical products. United Energy's leading product is its KH-30® multifunctional dispersant and its line of related products, KX-91® and KH- 30S®, which have proven to be effective cleaners in oil and gas wells, pipelines and storage tanks.
Forward Looking Statements
Except for the historical information herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Actual results may vary significantly based on a number of factors, including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product demand, the impact of competitive products and pricing, changing economic conditions, including changes in short-term interest rates and foreign currency fluctuations and other risk factors detailed in United Energy's most recent annual report pursuant to the Securities Exchange Act of 1934 and other filings with the Securities and Exchange Commission.
Form 8-K for UNITED ENERGY CORP /NV/
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30-Mar-2004
Other Events and Financial Statements & Exhibits
ITEM 5. OTHER EVENT
United Energy Corp. ("United Energy") entered into a financing transaction with Laurus Master Fund, Ltd. ("Laurus") as of March 24, 2004, providing up to $1.75 million in financing. Under the arrangement, United Energy issued a $1,750,000 secured convertible term note at a conversion price of $1.00 per share to Laurus (the "Term Loan"). Laurus was also issued warrants to purchase up to 300,000 shares of United Energy's common stock.
The Term Loan has a term of three years and accrues interest at the greater of the prime rate of interest (as published in The Wall Street Journal) or 4% per anum. Interest shall be payable monthly in arrears commencing on May 1, 2004, and on the first day of each consecutive calendar month thereafter. Monthly amortization payments shall commence on October 1, 2004, at the rate of $58,333.00.
The interest rate is subject to adjustment in .25% increments on a month by month basis if specified conditions are met (including that the common stock underlying the conversion of the convertible term note and the warrant issued to Laurus are registered with the U.S. Securities and Exchange Commission and whether and to what extent the average price of the stock exceeds or is less than the fixed conversion price).
Laurus also has the option to convert all or a portion of the Term Loan into shares of United Energy's common stock at any time, subject to specified limitations, at a fixed conversion price of $1.00 per share. The Term Loan is secured by a first lien on all United Energy's assets. In connection with the Term Loan, Laurus was paid a fee of $61,250 and received a seven-year warrant to purchase up to 300,000 shares of United Energy's common stock at prices ranging from $1.25 per share to $1.75 per share. All stock conversion prices and exercise prices are subject to adjustment for stock splits, stock dividends or similar events.
United Energy agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the shares issuable upon conversion of the Term Loan and the exercise of Laurus' warrants.
The principal documents involved in the transaction are a Securities Purchase Agreement, a Security Agreement, a Secured Convertible Term Note, a Common Stock Purchase Warrant and a Registration Rights Agreement, each of which is dated as of March 24, 2004 and a copy of which is attached hereto as an exhibit to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
10.1 Securities Purchase Agreement, dated March 24, 2004, between United Energy Corp. and Laurus Master Fund, Ltd.
10.2 Secured Convertible Term Note, dated March 24, 2004, made by United Energy Corp. in favor of Laurus Master Fund, Ltd.
10.3 Security Agreement, dated March 24, 2004, by and between United Energy Corp. and Laurus Master Fund, Ltd.
10.4 Registration Rights Agreement, dated March 24, 2004, by and between United Energy Corp. and Laurus Master Fund, Ltd.
10.5 Common Stock Purchase Warrant, dated March 24, 2004, issued by United Energy Corp., in favor of Laurus Master Fund, Ltd.
99.1 Press release of United Energy Corp., dated March 24, 2004.
Date Open High Low Close Volume Adj Close*
1-Apr-04 0.76 0.85 0.76 0.85 3,780 0.85
31-Mar-04 0.74 0.91 0.68 0.85 31,900 0.85
30-Mar-04 0.75 0.76 0.70 0.73 20,300 0.73
29-Mar-04 0.78 0.84 0.78 0.84 7,500 0.84
26-Mar-04 0.85 0.85 0.67 0.79 26,900 0.79
25-Mar-04 1.01 1.01 0.83 0.85 41,500 0.85
24-Mar-04 0.77 1.01 0.76 1.01 42,766 1.01
23-Mar-04 0.72 0.83 0.67 0.77 43,900 0.77
22-Mar-04 0.70 0.73 0.65 0.73 17,750 0.73
19-Mar-04 0.70 0.70 0.70 0.70 5,500 0.70
18-Mar-04 0.70 0.70 0.70 0.70 0 0.70
17-Mar-04 0.68 0.78 0.68 0.70 37,000 0.70
16-Mar-04 0.67 0.68 0.60 0.68 9,750 0.68
15-Mar-04 0.72 0.72 0.60 0.60 26,228 0.60
12-Mar-04 0.68 0.70 0.68 0.70 5,000 0.70
11-Mar-04 0.65 0.70 0.63 0.68 24,000 0.68
10-Mar-04 0.65 0.70 0.60 0.65 2,275 0.65
9-Mar-04 0.60 0.60 0.60 0.60 0 0.60
8-Mar-04 0.56 0.60 0.52 0.60 41,259 0.60
5-Mar-04 0.56 0.65 0.56 0.65 1,000 0.65
4-Mar-04 0.65 0.65 0.65 0.65 1,500 0.65
3-Mar-04 0.62 0.75 0.60 0.60 14,500 0.60
2-Mar-04 0.60 0.61 0.60 0.61 5,300 0.61
1-Mar-04 0.70 0.70 0.70 0.70 8,000 0.70
27-Feb-04 0.60 0.60 0.60 0.60 6,163 0.60
26-Feb-04 0.75 0.75 0.75 0.75 0 0.75
25-Feb-04 0.71 0.80 0.60 0.75 5,659 0.75
24-Feb-04 0.70 0.77 0.70 0.76 4,000 0.76
23-Feb-04 0.89 0.89 0.70 0.80 19,500 0.80
20-Feb-04 0.89 0.89 0.89 0.89 1,000 0.89
19-Feb-04 0.80 0.80 0.71 0.71 8,753 0.71
18-Feb-04 0.71 0.71 0.71 0.71 5,894 0.71
17-Feb-04 0.71 0.89 0.71 0.89 2,500 0.89
13-Feb-04 0.85 0.85 0.85 0.85 0 0.85
12-Feb-04 0.85 0.90 0.70 0.85 2,200 0.85
11-Feb-04 0.85 0.85 0.85 0.85 0 0.85
10-Feb-04 0.85 0.85 0.85 0.85 1,000 0.85
9-Feb-04 0.90 0.90 0.90 0.90 0 0.90
6-Feb-04 0.90 0.90 0.90 0.90 4,000 0.90
5-Feb-04 0.90 0.90 0.90 0.90 630 0.90
4-Feb-04 0.76 0.90 0.76 0.90 2,400 0.90
3-Feb-04 0.80 0.80 0.75 0.75 53,350 0.75
2-Feb-04 0.63 0.75 0.63 0.75 6,500 0.75
30-Jan-04 0.80 0.80 0.75 0.75 1,000 0.75
29-Jan-04 0.75 0.75 0.75 0.75 0 0.75
28-Jan-04 0.87 0.87 0.70 0.75 20,000 0.75
27-Jan-04 0.95 0.95 0.87 0.87 16,000 0.87
26-Jan-04 0.95 0.95 0.95 0.95 2,600 0.95
23-Jan-04 1.05 1.08 0.95 0.95 36,650 0.95
22-Jan-04 1.04 1.07 0.95 1.00 27,000 1.00
21-Jan-04 1.07 1.08 0.90 0.95 140,530 0.95
20-Jan-04 0.90 0.90 0.76 0.80 25,440 0.80
16-Jan-04 0.70 0.70 0.70 0.70 1,000 0.70
15-Jan-04 0.64 0.77 0.64 0.70 82,500 0.70
14-Jan-04 0.51 0.61 0.50 0.61 28,900 0.61
13-Jan-04 0.42 0.51 0.42 0.50 59,000 0.50
12-Jan-04 0.45 0.45 0.40 0.40 14,675 0.40
9-Jan-04 0.40 0.42 0.40 0.42 200 0.42
8-Jan-04 0.40 0.45 0.40 0.45 17,000 0.45
7-Jan-04 0.40 0.45 0.40 0.45 12,630 0.45
6-Jan-04 0.45 0.45 0.41 0.41 15,133 0.41
5-Jan-04 0.53 0.53 0.47 0.52 30,000 0.52
2-Jan-04 0.44 0.52 0.44 0.50 39,950 0.50
31-Dec-03 0.42 0.48 0.40 0.40 46,000 0.40
30-Dec-03 0.47 0.47 0.42 0.42 5,430 0.42
29-Dec-03 0.51 0.51 0.40 0.47 57,150 0.47
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