Dynastar Holdings, Inc. Completes Reverse Merger; Continues $2 Million Private Offering
LOUISVILLE, Ky., Feb. 2, 2012 /PRNewswire/ — Louisville-based Dynastar Holdings, Inc. (OTCQB: DYNA), a Nevada corporation (the “Company”), announced today the January 17, 2012 completion of a reverse merger in which Dynastar Ventures, Inc., a Delaware corporation (“Dynastar”) became a wholly owned subsidiary of the Company.
Dynastar is a direct-sales company that sells electricity in deregulated energy markets. Through its network of independent sales people, Dynastar drives customers to deregulated retail energy providers at an affordable commission cost, alleviating the expense of and need for energy providers to hire sales teams. For consumers, Dynastar offers significant cost savings and alternative pricing programs not currently available through regulated utilities.
“The 1998 deregulation of energy paved the road for relevant savings for consumers,” said Dynastar’s Chief Executive Officer John S. “Josh” Henderson IV. “This transaction allows Dynastar and its independent sales people to respond to the significant opportunity before us in this industry,” he said, “which is mandated to be deregulated in all 50 states by 2015.”
The Company, now based in Louisville, KY., will continue the business of Dynastar, managed by a team of executive officers that currently serve in similar capacities for Dynastar, and all of whom have more than ten years of experience in the direct selling industry. A new five-member board of directors brings significant qualification to the Company, and includes two present Dynastar directors, an incumbent director of the Company, and two additional directors. Three of the five directors are independent.
“We’re extremely enthusiastic about the opportunities this transition brings to Dynastar,” said Henderson. “The Company’s management team is experienced, and we believe the Company is poised for growth in this evolving environment.”
Dynastar’s pre-merger stockholders will receive approximately 15.9 million shares of the Company’s common stock in exchange for shares of Dynastar’s common and preferred stock owned by said stockholders, and Dynastar note holders will receive approximately 5.7 million shares of Company common stock and five-year warrants exercisable for approximately 2.9 million shares.
Concurrently, with the closing of the merger, the Company completed an initial closing of 125,000 units in a private placement, at a price of $0.20 per unit, for total cash consideration of $25,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one-half share of the Company’s common stock. The warrants are exercisable for a period of five years at an exercise price of $0.80 per full share of the Company’s common stock. The offering is being made on a “best efforts” basis with a maximum of 10,000,000 units. In addition, in the event the maximum number of units is sold, the placement agent and the Company have the option to offer an additional 2,500,000 units. The offering for the remaining units is continuing following the closing of the merger.
In October 2010, in contemplation of the merger, Dynastar completed a private offering of its 10% convertible notes and warrants that raised a total of $1.14 million dollars for working capital. These securities were converted into shares and warrants of the Company upon closing of the merger.
The securities sold in these private placements have not been registered under the Securities Act of 1933 and may not be resold absent registration under or exemption from such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.
About Dynastar Ventures, Inc. and Dynastar Holdings, Inc. (OTCQB: DYNA).
Dynastar Ventures, Inc. is a wholly owned subsidiary of Dynastar Holdings, Inc., a direct sales and marketing company located in Louisville, Ky. that sells electricity in deregulated energy markets. Dynastar operates in six states, including Texas, New York, New Jersey, Pennsylvania, Connecticut and Maine.
Safe Harbor Statement. Any statements contained in this release that do not describe historical facts may constitute forward-looking statements as defined under the federal securities laws. Any forward-looking statements contained herein are based on current expectations but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the availability of additional funding; the developing industry and changing environment; the Company’s business, product development, marketing and distribution plans and strategies and its ability to execute such plans and strategies and build a successful management infrastructure, fluctuating energy prices and general economic conditions. These and other factors are identified and described in more detail in the Company’s filings with the SEC, including, the Company’s current reports on Form 8-K. The Company does not undertake to update these forward-looking statements.
SOURCE Dynastar Holdings Inc