Attached files
| file | filename |
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| 8-K - American Standard Energy Corp. | v209782_8k.htm |
| EX-10.3 - American Standard Energy Corp. | v209782_ex10-3.htm |
| EX-10.1 - American Standard Energy Corp. | v209782_ex10-1.htm |
| EX-10.2 - American Standard Energy Corp. | v209782_ex10-2.htm |
American
Standard Energy Corporation Completes $15,406,755 Private Placement of Common
Stock and Warrants
FEBRUARY
1st, 2011 SCOTTSDALE, AZ – American Standard Energy Corp (the “Company”)
(OTCBB:ASEN), a domestic oil and gas exploration and production company with
operations focused in North Dakota and Texas, announced today that it has
completed a private placement of 4,401,930 units for gross proceeds
of 15,406,755. Each unit consisted of one share of common stock and 2
series of 5 year warrants to purchase one quarter share of common stock
each. The shares were sold to certain institutional and accredited
investors. The transaction was closed on February 1, 2011. The
Company has entered into a registration rights agreement with the investors
pursuant to which the Company shall file a registration statement with the
Securities & Exchange Commission registering all of the common stock sold in
the offering as well as the shares of stock common stock warrants sold in this
private placement. After payment of commissions and expenses, the Company
received net proceeds of approximately $14.2 million. The Company plans to use
the proceeds of this financing to continue to pursue acquisition opportunities,
expand drilling and for other working capital needs.
Scott
Feldhacker, CEO of American Standard Energy Corp. commented, “We are pleased to
complete this phase of funding for the company. The proceeds will be
used to continue our growth strategy which includes acquisitions of producing
assets and to further our expansion and development in the Bakken
region. Our ability to utilize these funds to purchase proven
producing assets strengthens immediate cash flows, allowing the company to
realize dramatic revenue increases and maintain its growth while minimizing risk
and dilution to our shareholders.”
Northland
Capital Markets, the capital markets and investment banking services group of
Northland Securities, Inc, acted as sole placement agent for the
offering.
The
securities were offered and issued only to accredited investors in a private
placement transaction under Section 4(2) under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder. Accordingly, the
securities offered in this placement have not been registered under the
Securities Act of 1933, as amended, or state securities laws, and cannot be
offered or sold in the United States absent registration with the Securities and
Exchange Commission or an applicable exemption from the registration
requirements. As part of the transaction, the Company has agreed to file a
registration statement with the Securities and Exchange Commission covering the
resale of the shares of common stock.
FORWARD-LOOKING
STATEMENTS
Except
for the historical information contained herein, this press release contains
forward-looking statements regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933 (the
"Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act").
All statements other than statements of historical facts included in this
report regarding our financial position, business strategy, plans and objectives
of management for future operations, industry conditions, and indebtedness
covenant compliance are forward-looking statements. When used in this
report, forward-looking statements are generally accompanied by terms or phrases
such as "estimate," "project," "predict," "believe," "expect," "anticipate,"
"target," "plan," "intend," "seek," "goal," "will," "should," "may" or other
words and similar expressions that convey the uncertainty of future events or
outcomes. Items contemplating or making assumptions about, actual or
potential future sales, market size, collaborations, and trends or operating
results also constitute such forward-looking statements.
Forward-looking
statements involve inherent risks and uncertainties, and important factors (many
of which are beyond our Company's control) that could cause actual results to
differ materially from those set forth in the forward-looking statements,
including the following: oil and gas prices, our ability to raise capital,
general economic or industry conditions nationally and/or in the communities in
which our Company conducts business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
changes in accounting principles, policies or guidelines, financial or political
instability, acts of war or terrorism, other economic, competitive,
governmental, regulatory and technical factors affecting our Company's
operations, products, services and prices.
We have
based these forward-looking statements on our current expectations and
assumptions about future events. While our management considers these
expectations and assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other risks,
contingencies and uncertainties, most of which are difficult to predict and many
of which are beyond our control.
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CONTACT:
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Investor
Relations
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Andrew
Wall, General Counsel
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(480)
371-1929
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