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8-K - New Generation Biofuels Holdings, Inc | v210296_8k.htm |
EX-4.3 - New Generation Biofuels Holdings, Inc | v210296_ex4-3.htm |
EX-4.2 - New Generation Biofuels Holdings, Inc | v210296_ex4-2.htm |
EX-4.1 - New Generation Biofuels Holdings, Inc | v210296_ex4-1.htm |
EX-1.1 - New Generation Biofuels Holdings, Inc | v210296_ex1-1.htm |
EX-10.1 - New Generation Biofuels Holdings, Inc | v210296_ex10-1.htm |
EX-10.2 - New Generation Biofuels Holdings, Inc | v210296_ex10-2.htm |
New
Generation Biofuels Announces $1.0 Million Convertible Debt
Placement
Columbia, Maryland – February 2,
2011 – New Generation Biofuels Holdings, Inc. (OTCQB: NGBF.PK) (the
“Company”), a clean energy company deploying novel technologies to produce
cleaner, renewable biofuels, announced today that it has entered into a
definitive agreement with a limited number of institutional investors for the
placement of Senior Secured Convertible Promissory Notes (the “Notes”) totaling
$1.0 million (the “Offering”). The Notes are secured by the assets of
New Generation Biofuels and are convertible into 10,000,000 shares of common
stock of the Company at ten cents ($0.10) per share. Simultaneously with the
closing of the Offering, the Company issued Class A warrants exercisable for
4,500,000 shares with an exercise price of ten cents ($0.10) per share and Class
B warrants exercisable for 500,000 shares at one-half cent ($0.005) per
share. The Notes may not be converted and the warrants may not be
exercised until the Company’s shareholders approve an increase in authorized
common stock as described in the Company’s definitive proxy statement, which was
filed with the Securities and Exchange Commission on January 14,
2011.
The
Company intends to use the net proceeds for general working capital purposes.
The Offering closed on February 1, 2011. Palladium Capital
Advisors, LLC acted as the Placement Agent for this transaction.
“This new
infusion of capital will allow us to take several important near-term steps
toward establishing value-added alliances with technology partners, feedstock
suppliers and strategic customers. Chief among these are making fuel deliveries
under our existing contracts; demonstrating a repeat-delivery cycle with our
technology to produce a cleaner burning renewable product; and initiating
feasibility studies of new, lower-cost feedstocks that have the potential to
result in positive margins regardless of government incentives,” stated Miles F.
Mahoney, President and Chief Executive Officer. “We believe these
steps will further differentiate our biofuels technology as one of the cleanest,
most cost effective approaches to renewable clean energy and position us as a
preferred partner enabling our customers to meet the increasingly strenuous
emissions standards being imposed by many countries around the
world.”
Mr.
Mahoney continued, “Properly funding our technical and business development
efforts is critical to enhancing shareholder value over the long term. We
request that shareholders approve the proposed increase in authorized common
stock at the special shareholders’ meeting scheduled for February 10, 2011. The
increase in authorized capital is necessary to facilitate the types of
transactions that will help accelerate commercialization of our technology and
build significant value for our shareholders. We appreciate the
confidence our new investors have shown and continue to have discussions for
additional capital once we have shareholder approval for the increase in our
authorized shares.”
A proxy
statement was recently mailed to shareholders with voting material for the
special shareholders meeting. If you are a shareholder and have not received
your proxy materials, please call your broker or (561) 847-2874 if you hold
share certificates.
This press release does not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful. Any offer will be made only by means of a
prospectus, including a prospectus supplement, forming a part of the effective
registration statement. Copies of the prospectus supplement together with
the accompanying prospectus can be obtained at the Securities and Exchange
Commission's website at http://www.sec.gov.
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About
the Company
The
Company is a clean energy company deploying novel technologies to produce
cleaner, renewable biofuels,. The Company holds an exclusive license for North
America, Central America and the Caribbean to commercialize proprietary
technology to manufacture alternative biofuels from plant oils and animal fats
that it markets as a new class of biofuel for power generation, commercial and
industrial heating and marine use. The Company believes that its proprietary
biofuel can provide a lower cost, renewable alternative energy source with
significantly lower emissions than traditional fuels. New Generation Biofuels’
business model calls for establishing direct sales from manufacturing plants
that it may purchase or build and sublicensing its technology to qualified
licensees. Additional information about new Generation Biofuels is available at
http://www.newgenerationbiofuels.com.
Forward
Looking Statements
This
news release contains forward-looking statements. These forward-looking
statements concern the Company's operations, prospects, plans, economic
performance and financial condition and are based largely on the Company's
beliefs and expectations. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially
different from any future results expressed or implied by such forward-looking
statements. The risks and uncertainties related to our business, which include
all the risks attendant an emerging growth company in the volatile energy
industry, including those set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2009, and in subsequent filings with the
Securities and Exchange Commission. These forward-looking statements are made as
of the date of this news release, and the Company assumes no obligation to
update the forward-looking statements or to update the reasons why the actual
results could differ from those projected in the forward-looking
statements.
Media
Contact: Bryan McPhee ph: (410) 652-1159
|
IR
Contact: Matthew Haines ph: (212) 710-9686
|
bkmcphee@newgenerationbiofuels.com
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Matt.Haines@mbsvalue.com
|
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