NEW ORLEANS, March 17, 2015 /PRNewswire/ -- TREATY Energy
Corporation (OTCQB: TECO), a growth-oriented energy company in the
oil and gas industry (sometimes referred to as the "Company"),
today announced certain actions and changes that its leadership
team believes will improve the Company's operations and decision
making capabilities.
Addition of Three Directors Increases the Board of Directors
to Five Directors:
Chris D. Tesarski, Chairman and
CEO of the Company, stated, "We are extremely pleased that three of
our shareholders have stepped up to the plate to assist in the
leadership and direction of our Board of Directors, particularly in
view of the recent departure of the third Board Member, Mr.
Ghosh. The following shareholders have agreed to accept
appointment as non-executive Directors of the Board of TECO to join
the current two members of the Board: Mr. Oral Glasco; Mr. John J.
'Sean' Hickey; and Mr. David
Taylor. We may, of course, also reach out to other
shareholders to serve in an advisory capacity to the
Board."
Mr. Tesarski added, "Each of these new Directors has agreed to
serve the Board and because the addition of three members to the
Board constitutes a 'change of
control,' the applicable Section
14(f) of the Securities Exchange Act of 1934 (the "Exchange Act')
provides that, prior to the time any such person takes office as a
director...,the issuer shall file with the Commission, and transmit
to all holders of record of securities of the issuer…" the Schedule
14-F Change of Control Information Statement. In turn, Rule
14f-1 provides that such Schedule shall be forwarded to all
shareholders "…not less than 10 days prior to the date any such
person[s] take office as a director...," hereafter the "Effective
Date." Upon the Effective Date as so defined, the three
prospectively appointed Directors will be added:
Oral Glasco, 70, retired General Manager of The Alma Telephone
Co, established five subsidiary companies and partnerships
(Internet, Cellular Systems and Fiber optic networks) that span
Missouri and now the U.S. An
8-year veteran of the U.S. Air Force serving in Vietnam who received the Air Force
Commendation Medal for Distinguished Service, Mr. Glasco also
served as an Instructor in the "Air Training Command." In addition,
he has been an investor in oil and gas opportunities since 1977 in
Southern Illinois, Texas and Mississippi with extensive experience
evaluating drilling operations and production leases. Mr.
Glasco resides in Missouri.
John J. "Sean" Hickey, 62, retired federal investigator and
CPA. Mr. Hickey had a career with the federal government and,
since retiring, has been involved on a consulting basis to several
large firms regarding corporate research and investigatory
work. Mr. Hickey has decades of accounting and audit
experience. Mr. Hickey resides in North Carolina.
David Taylor, 66, a 1971 business
school graduate, had a long career in the energy/petrochemical
industries, with more than ten years at the Unocal Refinery
handling crude oil logistics. Mr. Taylor has spent the last
20-plus years in S.E. Texas/S.W.
Louisiana in the petrochemical and
oilfield service industry in a managerial capacity for several
regional and national industrial supply firms, gaining oil and gas
business acumen and industry experience. Mr. Taylor resides
in Texas.
Mr. Tesarski stated further, "I will continue to serve the
Company as Chairman of the Board of Directors and Andrew L. Kramer, the Company's VP, General
Counsel and Corporate Secretary, will continue to serve as a
Director. Rana Ghosh, a
gentleman that came to the Board in July
2014, resigned as a Director in November 2014 due to professional conflicts and
personal obligations."
Upon the Effective Date, TECO's current management believes that
the Board will have the requisite depth, wisdom and experience to
execute its business plan, including being sensitive to guidance
and direction from our loyal shareholders. Upon the Effective
Date, the three new Directors have agreed to give their time and
expertise to help TECO move forward, despite the recent challenges
and obstacles, and concurrently seeking to redirect the energy and
strategies needed and contemplated to go forward.
TREATY Engages New Auditor:
Mr. Tesarski stated, "Treaty Energy Corporation is pleased to
announce that BF Borgers CPA PC of Colorado was engaged by the Company, effective
March 11, 2015. The Company's
new Auditor will provide the necessary services to audit and
finalize financial filings for the years ended December 31, 2013 and 2014."
Increase in Authorized Shares of Common Stock: On March 12, 2015, the Company amended its Articles
of Incorporation with the State of
Nevada to increase the total number of authorized shares of
common stock to 2,250,000,000, an increase of 300,000,000
shares. The Company also has 50,000,000 shares of preferred
stock authorized.
New securities counsel (engaged by the Company on February 23, 2015) has advised the Company that
such increase is not effective until the Company has prepared and
filed a Schedule 14-C Information Statement—in lieu of a
shareholder vote and/or Proxy Statement--required of Section 12(g)
companies.
Specifically, Section 14(c) of the Exchange Act (as defined
above) provides that, in lieu of a vote taken of shareholders
pursuant to a Proxy Statement, "…such issuer shall in accordance
with the rules of the Commission and transmit to all holders of
record such security information substantively equivalent to the
information which would be required to be transmitted if a
solicitation were made…"; and Rule 14c-5 of the Exchange Act
requires that the associated Schedule 14-C "…shall be filed with
the Commission at least 10 calendar days prior to the date
definitive copies of such statement are first sent or given to
security holders…" New Company management has instructed
securities counsel to prepare and file the Schedule 14-C
immediately, the current and prospective Board now being aware that
the proposed increase in common shares is not effective under the
applicable Rules 14c-1 et al until such Information Statement is
filed, copies are sent to all Company shareholders and, thereafter,
10 days have passed.
Those cumulative actions are currently expected to be concluded
in early April—at which point any share issuances deferred by the
Company will then be consummated post-haste.
In that context, the Company's stakeholders should be aware that
the Board recognized a need to issue about 110,000,000 shares of
stock to satisfy prior obligations to a group of
shareholders. Further, once these shares are issued to this
group of shareholders, the Company will have about 200,000,000
shares of unissued Common Stock available for general corporate
purposes.
The Board also reviewed and ratified certain controls and
restrictions on the future issuance of these remaining
"available-but-unissued" shares, and restricted any further
issuance until and unless: (a) the stock is again trading on the
OTC Markets trading platform (showing Bid/Ask prices) and (b) the
stock has achieved a "price per share" considered acceptable to the
Board.
Oil & Gas Agreement with Calgary-based Energy
Group:
Treaty Energy Corporation has entered into a Trust Agreement
with ALBERTACO, a Calgary-based oil and gas group. Under the
Agreement, ALBERTACO has committed to sell to the Company (i) a 25%
working interest in properties in the Grouard/Roussard/Peace River
Arch area designated "PR LANDS" and (ii) the right to participate
in the two (2) separate Farm-Out Agreements for a total cost of
$250,000 (CDN).
However, because the Company does not currently have the
resources available to pay for the PR LANDS interest, ALBERTACO has
agreed to hold this interest in trust and loan the Company its
share of the proceeds from the PR LANDS interest, which is
projected to be approximately $10,000-$15,000 per month dependent on commodity
pricing, for the next six (6) months.
If Treaty Energy Corporation is able to fulfill the terms of the
Farm-Out Agreements by August 31,
2015, then the Company can exercise its right to purchase
the PR LANDS interest, which is projected to produce approximately
25 BPD of oil, gas, and natural gas liquids, and to participate in
the two (2) Farm-Out Agreements, the combined production of which
is projected to be approximately 200 BPD of oil, gas, and natural
gas liquids, for $250,000 (CDN)
maximum.
If Treaty Energy Corporation is unable to fulfill the terms
either of the two (2) Farm-Out Agreements by October 31, 2015, then the Company would be
required to pay ALBERTACO $250,000
(CDN) plus any funds advanced to the Company in order to purchase
the PR LANDS interest and the right to participate in the two (2)
Farm-Out Agreements. Should the Company acquire the PR LANDS
interest but fail to fulfill its obligations under either of the
two (2) Farm-Out Agreements, the right to participate in the two
(2) Farm-Out Agreements would automatically expire on December 31, 2015, unless both parties agree in
writing to an extension. Alternatively, the Company continues to
retain the right to decline the purchase the PR LANDS interest and
the right to participate in the two (2) Farm-Out Agreements at any
time, in which event it would be required to repay ALBERTACO
whatever funds it has advanced, including interest at an annual
rate of 12.5%, by December 31,
2015.
Contact:
TREATY Energy Corporation
Investor Relations
investors@treatyenergy.com
Tel: 504-524-6987
Company Links
Website: http://www.treatyenergy.com
Facebook: https://www.facebook.com/TreatyEnergyCorp
Twitter: https://twitter.com/TreatyEnergyCo
About TREATY Energy Corporation
TREATY, a developmental stage energy company, is engaged in the
acquisition, development and production of oil and natural
gas. TREATY acquires and develops oil and gas leases which
have "proven but undeveloped reserves" at the time of
acquisition. These properties are not strategic to large
exploration-oriented oil and gas companies. This strategy
allows TREATY to develop and produce oil and natural gas with
tremendously decreased risk, cost and time involved in traditional
exploration.
Forward-Looking Statements
Statements herein express management's beliefs and expectations
regarding future performance and are forward-looking and involve
risks and uncertainties, including, but not limited to, raising
working capital and securing other financing; responding to
competition and rapidly changing technology; and other risks.
These risks are detailed in the Company's filings with the
Securities and Exchange Commission, including Forms 10-K, 10-Q and
8-K. Actual results may differ materially from such
forward-looking statements.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/treaty-energy-corporation-adds-three-directors-with-industry-or-financial-executive-experience-engages-new-auditor-and-has-commenced-regulatory-filings-to-increase-authorized-common-shares-300051547.html
SOURCE TREATY Energy Corporation