Special Purpose Acquisition Co

[Southtown]

GFC Announces Warrant Amendments

HAMILTON, Bermuda, June 2 /PRNewswire-FirstCall/ -- GEROVA Financial Group, Ltd. ("GEROVA") (NYSE Amex: GFC), an international reinsurance company, announced today that its Board of Directors has approved an amendment to the terms of the Company's January 16, 2008 Warrant Agreement covering a total of 17.7 million warrants, including 11.5 million publicly traded warrants. As a result of the amendments: (i) the exercise price of the warrants will be reduced from $7.50 to $7.00; (ii) the expiration date of the warrants will be extended for two additional years (to January 16, 2014); and (iii) all 17.7 million warrants held of record on June 8, 2010 will be exchanged for 35,400,000 new warrants.

Each warrant holder will receive a new warrant to purchase the same number of ordinary shares of the Company at the reduced exercise price as are contained in the original warrant. Warrant holders shall not be required to tender their original warrants as a condition to receiving the additional new warrant. As a result, there will now be 35.4 million outstanding warrants, all of which will be exercisable at $7.00 per share and expiring on January 16, 2014. All of the other terms of the warrants remain the same as set forth in the Company's January 16, 2008 prospectus.

The Company's warrants are exercisable only upon the effectiveness of a new registration statement. The Company is preparing a registration statement to be filed with the US Securities and Exchange Commission (the "SEC") as soon as practicable and will seek to register under the Securities Act of 1933, as amended, all of the ordinary shares issuable upon exercise of the warrants.

The Company recently announced the conversion of all of its Series A preferred stock into ordinary shares. GEROVA has approximately 133.4 million ordinary common shares outstanding and no preferred stock.

http://finance.yahoo.com/news/GEROVA-Announces-Warrant-prnews-2779250902.html?x=0&.v=1