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This Prospectus relates to the sale of up to 85,824,035 shares of Intrepid Technology & Resources, Inc. and Subsidiaries (“Intrepid”) common stock by a stockholder of Intrepid, Cornell Capital Partners, LP (“Cornell Capital Partners”). Please refer to “Selling Stockholder” beginning on page 13 Intrepid is not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. Intrepid will, however, receive proceeds from the sale of common stock under the Standby Equity Distribution Agreement (“Standby Equity Distribution Agreement”), which was entered into between Intrepid and Cornell Capital Partners, and no other stockholders. All costs associated with this registration will be borne by Intrepid. Intrepid has agreed to allow Cornell Capital Partners to retain 5% of the proceeds raised under the Standby Equity Distribution Agreement that is more fully described below.
The shares of common stock are being offered for sale by the selling stockholder at prices established on the Over-the-Counter Bulletin Board during the term of this offering. On September 13, 2006, the last reported sale price of our common stock was $0.06 per share. Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “IESV.” These prices will fluctuate based on the demand for the shares of common stock.
The selling stockholder is Cornell Capital Partners, who intends to sell up to 85,824,035 shares of common stock, 80,000,000 of which are under the Standby Equity Distribution Agreement, 5,000,000 are issuable upon the exercise of warrants and 824,035 were previously issued as accrued interest under convertible debentures. As of September 13, 2006, the 80,000,000 shares of common stock under the Standby Equity Distribution Agreement upon issuance would equal approximately 25% of Intrepid’s outstanding common stock.
Cornell Capital Partners is an “underwriter” within the meaning of the Securities Act of 1933 in connection with the sale of common stock under the Standby Equity Distribution Agreement. Pursuant to the Standby Equity Distribution Agreement, Cornell Capital Partners will purchase shares of common stock from Intrepid at a purchase price equal to 94% of the market price of our common stock. Cornell Capital Partners also received a one-time commitment fee in the form of 10,425,532 shares of common stock in the amount of $500,000 on October 13, 2004 under a now-terminated Standby Equity Distribution Agreement. The 6% discount and the $500,000 in compensation shares are underwriting discounts payable to Cornell Capital Partners. From April 20, 2005 through September 13, 2006, we received net proceeds of $3,893,614 under the Standby Equity Distribution Agreement and issued 82,203,550 shares of our common stock in connection with these advances. These shares of common stock were previously registered with the Securities and Exchange Commission on a registration statement on Form SB-2 (Registration No. 333-123258) registering an aggregate of 84,175,085 shares of our common stock to be issued under the Standby Equity Distribution Agreement, which was declared effective on May 2, 2005.
Intrepid engaged Newbridge Securities Corporation, an unaffiliated registered broker-dealer, to advise us in connection with the Standby Equity Distribution Agreement. Newbridge Securities Corporation was paid a fee of $10,000 by the issuance of 212,765 shares of Intrepid’s common stock on December 6, 2004, under a now-terminated Standby Equity Distribution Agreement. These shares of our common stock issued to Newbridge Securities Corporation were previously registered by Intrepid for resale by Newbridge Securities Corporation on Form SB-2 (Registration No. 333-123258), which was declared effective on May 2, 2005.
Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under the applicable state law or that an exemption from registration is available.
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