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United Heritage Corporation Has Executed a Securities Purchase
Agreement and Consulting Agreement
Thursday
November 29, 10:02 am ET
Securities Sale Raises $600,000 for General Corporate Purposes and
Development of Wardlaw Field
Consulting Duties Include Reservoir Analysis, Geological and
Engineering Advice
MIDLAND,
Texas, Nov. 29 /PRNewswire-FirstCall/ -- United Heritage
Corporation (Nasdaq:
UHCP -
News ),
a public company involved in the development of medium gravity
crude oil assets, announced today that it has entered into a
securities sales agreement with certain private investors and a
consulting agreement with two privately held companies, DK True
Energy Development Ltd. and RTP Secure Energy Corp. The securities
sale has raised $600,000, and the proceeds will be used for general
corporate purposes and to initiate a pilot project in the Wardlaw
Field.
DK
True Energy Development is a company controlled by David Kahn.
Mr. Kahn is a reservoir engineer with 20 years experience in
heavy oil projects with Texaco and Baker Hughes. More
recently, he was a principal in development stage heavy oil
companies that engaged in merger and acquisition transactions
with Megawest Energy Inc., a heavy oil bulletin board stock,
and Pearl Exploration and Production Ltd., a Canadian-based
oil and gas company whose common shares are traded on the TSX
Venture Exchange. RTP Secure Energy is a consulting company
controlled by Raymond T. Pirraglia. Mr. Pirraglia, a business
attorney with over 25 years experience, has worked with oil
and gas companies in mergers, acquisitions and other
transactions in recent years. He has been a principal with Mr.
Kahn in the development, acquisition and disposition of
certain heavy oil assets and companies.
The
securities sales agreement provides for the issuance of a
minimum of 21 units and a maximum of 25 units to investors, at
a price of $24,000/unit, with each unit consisting of 32,000
shares of common stock and a callable 5-year warrant to
purchase up to 52,253 shares of common stock, at an exercise
price of $1.40/share, for aggregate gross proceeds of up to
$600,000. The Company will be obligated to register up to
1,306,325 shares underlying the investor warrants, subject to
compliance with SEC Rule 415 under the Securities Act of
1933.
With
regard to the investor warrants, the vested portion is
callable by the Company from time to time after December 31,
2007 if the stock trades at or above $3.00/share for 20
consecutive trading days; investors will have 10 trading days
in which to exercise after a call, after which the Company may
cancel the vested portion of the warrant. The investor
warrants are subject to shareholder approval, and may not be
exercised until shareholder approval is obtained (in
compliance with NASDAQ 20% rule). Investor warrants may be
exercised on a cashless basis at the election of the holder,
with fair market value being the trailing 30 day average
closing price.
DK
True Energy Development and RTP Secure Energy Corp have
entered into a twelve-month consulting agre
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