Nuclear Solutions, Inc. sold three million unregistered shares
– By Linton Levy –
Nuclear Solutions, Inc. has announced that it has successfully raised funds to purchase an identified parcel of land in Muhlenberg County, Kentucky for the construction of a coal to ultra-clean diesel facility through a financing package with a total potential value of $700,000. Groundbreaking is projected for July 2009.
Nuclear Solutions, Inc. sold three million unregistered shares — which represents 10 percent of the equity — in Fuel Frontiers, Inc., its totally owned subsidiary, to a Kentucky-based private investor for an initial amount of $350,000 in cash. This funding transaction settled on June 12, 2009, and the funds have been released to the company. As part of the transaction, the private investor also paid for a stock option that gives the right to purchase up to an additional 10 percent in common share equity in Future Fuels, Inc. for another $350,000 in cash. This 90-day stock option expires on September 12, 2009.
According to the terms of the financing agreement, the private investor has the right to name one director to the board of Fuel Frontiers, Inc. for a 12-month term, and has exercised that right by choosing to appoint David C. Maland as a director. Both Nuclear Solutions, Inc. and Fuel Frontiers, Inc. retain the first right of refusal for a period of five years to repurchase all shares sold in connection with this financing agreement in the event that the investor decides to sell its shares in Fuel Frontiers, Inc. to a third party. Additional details of the transaction will be released in a forthcoming 8K informational filing with the Securities and Exchange Commission.
"In these challenging economic times, many would concur that investment capital has become scarce. We are, therefore, extremely pleased to be working with such a forward-thinking and committed investor. Most important, this financing agreement now allows us to follow-through on our intentions to purchase the land necessary for the construction of a coal-to-diesel facility in Kentucky," confirms Nuclear Solutions, Inc. Chief Financial Officer, Kenneth Faith.
While moving ahead with the land purchase, Nuclear Solutions, Inc.'s management is expected to convene at least one shareholder meeting this summer, where shareholders will be asked to vote on approving a registered spin-off of Fuel Frontiers, Inc. as its own independent, publicly traded company. Such a shareholder meeting will also provide an opportunity to decide other pertinent matters, such as amending Nuclear Solutions, Inc.'s articles of incorporation to increase the authorized number of shares and holding an election for directors.