SOURCE: Perihelion Global

October 03, 2007 13:20 ET

Perihelion Global CEO John H. Beebe Provides Additional Information and Disclosure Regarding Corporate Status

WILMINGTON, DE and SANTA ROSA BEACH, FL--(Marketwire - October 3, 2007) - Perihelion Global (PINKSHEETS: PHGI), a development company with interests in natural resources, alternative energies, and advanced communications, today announced that CEO John H. Beebe provided additional information and disclosure regarding Perihelion's corporate status in a new letter to shareholders.

To All Shareholders,

We'd like to thank everyone for their comments and questions after our informational press release last week. We're pleased that we've been able to make progress in lifting many of the preconceptions our shareholders have had, but realize that there are still additional issues we'd like to address. While shareholders have always been encouraged to contact us with inquiries, we'd like to offer this additional supplement of common questions we've received to further add transparency to our corporation and its operations.

The company announced 325 million total authorized shares in the most recent letter to shareholders; can you state exactly what this meant?

As announced, the company now has 325 million total authorized shares. This number includes both common and preferred shares. This has been reduced from the 30,200,000,000 (30.2 billion common, 200 million preferred) authorized shares that we inherited from Vision Works under a year ago. While we clearly stated that the 325 million authorized shares were the total shares authorized, some shareholders assumed our announcement related only to the common shares of the corporation.

What is the structure of the common and preferred shares of the company?

While we have drastically reduced the total authorized shares since the Vision Works merger, we have not changed the classes of common and preferred shares that we inherited. We have three classes of shares, one common and two preferred. The common shares of the company are Series A common shares authorized at 155 million shares.

The first class of preferred shares is Series B, which remains authorized at 20 million shares. The Series B preferred shares are the only class of shares that have not been reduced since the Vision Works merger. Series B preferred shares continue to constitute a majority of voting rights in the company as they had previously with Vision Works. All 20 million of the Series B preferred shares are issued and outstanding. John H. Beebe is the sole owner of the Series B preferred shares, which he acquired in September 2006 in the acquisition of Vision Works. The Series B preferred shares are convertible to Series A common shares. The shares are convertible into (Series A) common stock at a ratio of 1 common share for every 4 Series B preferred shares, for a total possible conversion of 5 million common shares. The Series B preferred shares are restricted, and to date, have not been registered in any securities offering.

The second class of preferred shares is Series C, which is authorized at 150 million shares. The authorized Series C preferred shares have been reduced from 180 million since the Vision Works acquisition. There are currently 69 million Series C preferred shares issued and outstanding. The shares are convertible into (Series A) common stock at a ratio of 3 common shares for every 1 Series C preferred share. The Series C preferred shares are restricted and to date, have not been registered in any securities offering.

What purpose do the preferred shares serve?

These preferred shares were inherited from Vision Works' share structure. The classes of preferred shares hold additional rights and privileges over the common shares of the company. This allows shareholders of these classes the opportunity to benefit from the long-term success and viability of the company, and encourages a longer-term investment in our company.

Additionally, the board of directors may elect to issue dividends to our shareholders when we have adequate revenue to do so in the future. The Board of Directors may elect to differentiate future dividends by class of stock.

Can the officers or directors convert their Series C preferred shares into free trading Series A common shares to sell into the open market?

No. The Series C preferred shares are restricted and if any officer or director desired to convert their shares into common shares, these common shares would bear a restricted legend. The common shares would be subject to Rule-144 disclosure and sale requirements. Be advised that any future conversions also could not result in common shares being issued above the authorized common shares.

Can an individual investor purchase Series C preferred shares from the company?

In most cases no. The company has not offered these shares to the public in a securities offering. The shares have been made available for acquisitions (Saturday Night, LLC patent claim #5797), management and consultant compensation, and on a private, unsolicited basis to accredited investors under Reg D upon their request to the company.

If the Series B preferred are potentially convertible into a total of 5 million common shares, and the Series C preferred shares are potentially convertible into a total of 450 million common shares, does the company plan to re-raise its authorized shares to accommodate every possible conversion?

No. As previously stated, the company currently has 155 million authorized Series A common shares. Mr. Beebe currently has no plans to ever convert his Series B preferred shares into common; several Series C shareholders have also expressed a similar desire to withhold their potential conversions beyond any restriction periods. Additionally, as with any security, the Board of Directors can elect to register the Series C preferred shares as a separate class of securities with the Securities and Exchange Commission in the future. The Board of Directors may also elect to further reduce the company's authorized shares again, including Series C preferred.

Is the company "avoiding" its common stock?

No. The officers, directors and affiliates believe in the long-term viability of the company. The preferred shares had already been authorized and in some cases fully issued back through the time of Vision Works. The company also believes that this provides clarity to our shareholders that the officers and directors are not selling their personal shares into the open market. The officers and directors intend to be compensated on the long-term success of the company, not a short-term gain.

What is the status of the Industrial Revenue Bond issuance for the Biofuel Refinery in Alabama?

The Industrial Revenue Bond funding is available to the company as announced earlier in the year from agreement with investment bank WR Taylor. Of late, some investors may now be aware of the severe liquidity contraction affecting the world credit markets due to the continued fallout from subprime loans. This liquidity contraction has hit the commercial debt market (bonds, loans, etc.) especially hard, causing a large spike in interest rates for commercial debt.

Commercial debt is generally renewed and revalued every 120-180 days on average. Lately, most commercial debt has seen a significant increase on the interest charged on the debt when being revalued. In some cases, commercial debt has been unable to be resold or revalued as a result of the liquidity crisis in the markets. The company is analyzing the ongoing conditions in the commercial debt markets to determine a responsible course of action going forward.

Is the company saying it will not utilize the Industrial Revenue Bond funds now?

No. Not at all. We simply want to acknowledge to our shareholders that many factors come in to play with bond financing, and the company wishes to be able to meet its financial commitments in a responsible manner. A potential large increase in the interest yield we have to pay to the bondholders is a possible factor we have to consider due to circumstances beyond our control in the financial markets. If such an event were to occur, it would impact our budget forecasts and the overall profitability of the company. These variables have to be acknowledged and planned for.

The intention of management is the long-term stability of our company and viability for our Biofuel projects. We believe that success will come from the management acting as wise stewards of the company's assets. We believe that acting as a wise steward requires taking a realistic view of the present and potential future market conditions and acting accordingly.

The management may elect to use a combination of multiple funding options (including Industrial Revenue Bonds) currently available to the company to minimize any potential impact from negative financial market conditions on the company.

Does the liquidity crisis in the commercial debt market impact the company?

Yes. It impacts most businesses in one way or another, whether public or private. While not a welcome development in the financial markets, the company has planned for these types of contingencies. When any disruptions occur in the financial markets, it is prudent to take a more cautious approach in both our short- and long-term financial planning.

This is one reason why we have purchased the Western US Biofuel refinery and are relocating it to Opp, Alabama. This move should allow us to start producing Biodiesel and generating revenue by the end of this year with comparatively minor overhead costs while concurrently enabling well-planned, forward progress to continue on the larger Biofuel facility.

About Perihelion Global:

Perihelion Global focuses on the acquisition, development and management of technologies, strategic commodity reserves and assets in the energy, natural resource and communications markets. Perihelion's management team specializes in providing solutions for the strategic challenges of the 21st Century. We lead with decades of experience in environments that are mission critical in today's global marketplace: Technology, Energy and Communications.


Caution Regarding Forward-Looking Statements

This press release contains historical information as well as forward-looking statements that are based upon our estimates and anticipation of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project," "should," "will," and similar expressions are intended to identify these forward-looking statements. There are numerous important factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as Forward-Looking Statements as are sections of this news release clearly identified as giving our outlook on future business.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

-- general economic conditions, either nationally or in our market area, that are worse than expected;

-- regulatory and legislative actions or decisions that adversely affect our business plans or operations;

-- price competition;

-- inflation and changes in the securities markets that adversely affect the fair value of our operations; and

-- changes in our organization, compensation and benefit plans.

We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and wish to advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. We do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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