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