THE WOODLANDS, TX--(Marketwire - Nov 20, 2012) - ESP Resources, Inc. (OTCBB: ESPI) (the "Company" or "ESP Resources"), an oil and gas services company, announced today that it has completed the sale of $1 million in 16% Senior Secured Convertible Debentures (the "Debentures"), in a private placement transaction, pursuant to the terms of a securities purchase agreement with Hillair Capital Investments, L.P. and Next View Capital, L.P. (the "Investors").
The Debentures are due on March 1, 2014 with interest payable quarterly on March 1st, June 1st, September 1st, and December 1st, beginning on March 1, 2013. The Debentures are convertible into common stock of the Company at any time after the original issue date at a conversion price of $0.085 per share, subject to adjustments. The Investors also received warrants for the common stock of the Company equal to 100% of the principal amount of the Debentures divided by the initial conversion price, with an exercise price equal to $0.09 per share and an aggregate of 4,000,000 shares of the Company's common stock.
Mr. David Dugas, President of ESP Resources, stated, "We appreciate the vote of confidence from Hillair and Next View for this round of institutional capital. As we continue to execute our business plan toward the next level of growth, this capital and their support is essential to foster that growth."
Further details of the offering are available in the Company's Form 8-K as filed with the SEC.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors.
This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
About ESP Resources, Inc.:
ESP Resources, Inc. is a publicly traded oil and gas services company (OTCBB: ESPI) headquartered in The Woodlands, Texas. Through its subsidiaries, the Company manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. The Company's senior management has over 100 years of combined operating experience in the oil and gas services industry. More information is available on the Company's Website at www.espchem.com.
Legal Notice Regarding Forward-Looking Statements:
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management. Forward-looking statements are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions or that events or conditions "will," "would," "may," "can," "could" or "should" occur. Information concerning oil or natural gas reserve estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. Actual results may differ materially from those currently anticipated due to a number of factors beyond the reasonable control of the Company. It is important to note that actual outcomes and actual results could differ materially from those in such forward-looking statements.
Readers are cautioned not to place undue reliance on the forward-looking statements made in this press release. In evaluating these statements, you should consider the risks discussed, from time to time, in the reports we file with the U.S. Securities & Exchange Commission. For a discussion of some of the risks and important factors that could affect the Company's future results and financial condition, see the Company's Form 10-Ks and 10-Qs on file with the U.S. Securities & Exchange Commission.