Tandem Energy Holdings (fka TDYH)

[jonesieatl]

Platinum Energy Resources Announces Merger Agreement with Tandem Energy Holdings

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PRNewswire
08:30 a.m. 01/26/2006


NEW YORK, Jan 26, 2006 /PRNewswire-FirstCall via COMTEX/ -- Platinum Energy Resources, Inc. (PGRI), (PGRIU), (PGRIW) ("Platinum Energy"), a special purpose acquisition corporation focused on the energy industry, today announced that it has entered into a definitive merger agreement with Tandem Energy Holdings, Inc. (TDYH) ("Tandem"). Tandem is an independent oil and gas company engaged in the acquisition, exploration, exploitation and development of oil and gas properties and the production of oil and gas. Under the terms of the agreement, Tandem Energy Corporation, a wholly-owned subsidiary of Tandem Energy Holdings, owning substantially all of its assets, will become a wholly-owned subsidiary of Platinum Energy. Platinum Energy will pay $105 million in cash and fees and will be guaranteed $5 million in working capital. Platinum Energy will be responsible for capital expenditures as of January 1, 2006.

Tandem's producing properties are located primarily in Texas and New Mexico. On September 30, 2005, Tandem's estimated net proved reserves were 8.849 million barrels of oil equivalent (BOE), of which approximately 64% were crude oil and 36% were natural gas. 34.4% of its total reserves were Proven Developed Producing (PDP's). Preliminary due diligence has revealed expected low-risk probable reserves and "behind pipe" opportunities of an additional 16 million BOE.

Barry Kostiner, chief executive officer of Platinum Energy, stated, "Tandem's strong producing properties combined with its development opportunity are a perfect foundation on which to execute our business plan of optimizing profit irrespective of the global energy market's performance. We look forward to building on the attractive value created by Tandem's management."

"We are looking forward to working with Platinum Energy throughout the merger process," said Tim Culp, president and CEO of Tandem Energy Holdings. "Our low-risk oil and gas resources fit very well into Platinum's stated business strategy."

James Dorman, executive vice president, geology of Platinum Energy said, "As the head of the geology team, I am extremely excited about the potential of Tandem's diverse properties. We will have the unique opportunity to build on Tandem's current proven reserves substantially by utilizing a low-cost drilling program."

Platinum Energy, based in Montvale, New Jersey, was incorporated in April 2005 to acquire an operating business in the energy industry. Platinum Energy completed its initial public offering on October 24, 2005, receiving net proceeds of approximately $106 million through the sale of 14.4 million units of its securities at $8.00 per unit. Each unit was comprised of one share of Platinum Energy common stock and one redeemable and convertible common stock purchase warrant having an exercise price of $6.00. Platinum Energy holds over $105 million in a trust account maintained by an independent trustee, which will be released to the company upon the closing of the merger with Tandem (less any amounts returned to Platinum Energy stockholders who elect to convert their shares to cash in accordance with Platinum Energy's charter).

Merger Conditions

The closing of the merger is subject to customary closing conditions, including Platinum Energy stockholder approval of the merger. In addition, the closing is conditioned on holders of fewer than 20 percent of the shares of Platinum Energy issued in the IPO voting against the business combination and electing to convert their Platinum Energy shares into cash, as permitted by the Platinum Energy certificate of incorporation. The Platinum Energy initial stockholders, officers and directors, who hold approximately 20% of Platinum Energy's voting stock, have agreed to vote their shares on the merger in accordance with the vote of the majority of the non-affiliated Platinum Energy stockholders. If approved by Platinum Energy stockholders, the transaction is expected to close in the second quarter of 2006.

About Platinum Energy Resources, Inc.

Platinum Energy Resources is a special purpose acquisition corporation seeking to acquire assets or operating businesses in the global oil and gas exploration and production industry. Platinum Energy anticipates aggressively building a portfolio of assets using multiple acquisitions subsequent to its first acquisition which will require approval of shareholders in the amount of 80% of those voting. Platinum Energy's strategy calls for the aggressive use of hedging strategies to optimize profit irrespective of the performance of the global energy market's performance.

About Tandem Energy Holdings Inc.

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.

Investor and Media Contact Alan Katz Cubit Jacobs & Prosek Communications for Platinum Energy Resources 212-279-3115 ext. 211 [e-mail] Forward-Looking Statements