VANCOUVER, WA, Feb. 20 /PRNewswire-FirstCall/ -- Aeon Holdings Inc. (OTCBB: AEOH.OB) is pleased to announce that on February 10, 2009 it entered into a purchase agreement with Green Star Energies, Inc. to acquire Green Star's joint venture interest in several mineral leases located in the Crow's Run Field in Beaver County, Pennsylvania. As a result of this acquisition, Aeon will no longer carry on business as an online interactive retailer of fine diamond engagement rings and jewelry.
The joint venture interest consists of 13 mineral leases covering 61 oil and gas wells, each of which is either producing or capable of production with some reworking, and an option to purchase an additional 2 mineral leases covering 16 oil and gas wells. Aeon is entitled to receive 70% of all net profits received by its joint venture partner and the operator on the leases, Bialy Gas Production LLC, in exchange for acting as the sole financier and managing and overseeing all development activities on the leases. All of the leases, including those covered by the option, are subject to a 12.5% gross overriding royalty in favour of Bialy.
In consideration for the joint venture interest, the terms of the Purchase Agreement required Aeon to:
- issue and deliver to 9,000,000 restricted shares of the company's common stock to Green Star; - issue and deliver warrants to purchase 7,000,000 shares of the company's common stock to Green Star; - enter into a management agreement with Green Star; - execute promissory notes covering $180,975 of the company's outstanding debt obligations; - enter into an asset purchase agreement with Harold Schaffrick and Mark Neild to sell the company's wholly owned subsidiary, Novori Jewelry Inc., to Mr. Schaffrick and Mr. Neild; - enter into an asset assignment and debt assumption agreement with Novori Jewelry Inc. to transfer certain of the company's assets to Novori Jewelry; and - issue and deliver 700,00 restricted shares of the company's common stock as consideration for arranging and negotiating the transactions contemplated by the Purchase Agreement.
According to the management agreement, Green Star will receive 1,000,000 shares of Aeon's preferred stock as compensation for its services over the course of the agreement's 3-year term. Under the asset purchase agreement, Mr. Schaffrick and Mr. Neild agreed to surrender for cancellation all shares of Aeon's preferred stock held by each of them, resign from their positions as officers of Aeon and tender their resignations as directors of the Aeon. Finally, pursuant to the asset assignment and debt assumption agreement, Novori Jewelry agreed to assume all outstanding debt obligations of Aeon, other than those disclosed in the purchase agreement, in exchange for the transfer of certain of the company's assets to it. As further consideration for the debt assumption, Aeon agreed in the asset assignment and debt assumption agreement to execute a promissory note in the amount of $80,975 in favor of Novori Jewelry.
The issuance of 9,000,000 restricted shares of Aeon's common stock to Green Star and the cancellation by Mr. Schaffrick and Mr. Neild of 9,500,000 shares each of Aeon's preferred stock resulted in a change in control of the company. As of today's date, Green Star beneficially owns 75.93% of Aeon's issued and outstanding common stock, and there are no issued and outstanding shares of Aeon's preferred stock.
Mr. Schaffrick has been replaced as the President and Chief Executive Officer of Aeon by Brandon Toth, and Mr. Neild has been replaced as the company's Chief Financial Officer, Principal Accounting Officer and Treasurer by Vic Devlaeminck. Mr. Toth has also been appointed as Aeon's Secretary.
Mr. Schaffrick and Mr. Neild's resignation as directors of Aeon will become effective 10 days after the company has filed a Schedule 14F with the United States Securities and Exchange Commission and distributed it to all of the company's security holders of record. On that date, Brandon Toth and Vic Develaeminck will fill those vacancies and become the company's two directors.
About Brandon Toth:
Mr. Toth has served as a director of Green Star Energies, Inc. since December 2006 and as its President since February 2008. Mr. Toth has worked in a self-employed capacity since November 2005 as a corporate development and strategic communications consultant for publicly traded companies in the natural resource development sector. During that time, he has also provided marketing, public relations, technical support, web development and customer relations services to a number of private entities. From August 2005 to February 2006, Mr. Toth worked in the technical support division at Cingular Wireless LLC, and between April 2004 and June 2006, Mr. Toth also acted as a director of public relations and marketing communications and performed metal casting, welding, finishing and materials-sourcing duties for the Congie Gallery and Bronze Casting Studio in Portland, Oregon.
About Vic Devlaeminck:
Mr. Devlaeminck has acted as the Chief Financial Officer and a director of Green Star Energies, Inc. since October 2008. Since 1986, Mr. Devlaeminck has worked as an attorney and been the owner of Vic Devlaeminck P.C., a legal and accounting firm based in Vancouver, Washington that specializes in providing taxation and business consulting services. He is a member of the bars of both Washington State and Oregon, and he is also licensed as a CPA in both Washington State and Oregon. Mr. Devlaeminck holds a B.S. in accounting from Portland State University and a Juris Doctor from Lewis & Clark Law School, both of which are located in Portland, Oregon.
About Aeon Holdings Inc.:
Founded in 2004 under the name Novori Inc., Aeon Holdings Inc. was an online interactive retailer of fine diamond engagement rings and jewelry until February 10, 2009. On that date, the company was acquired by Green Star Energies, Inc. and ceased to carry on business as an online retailer. It is now involved in the oil and gas industry as a subsidiary of Green Star. For more information on Green Star, go to http://www.greenstarenergies.com/.
Forward-Looking Statements:
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements. Actual results may differ materially from those described in forward-looking statements and are subject to risks and uncertainties. See Aeon's filings with the United States Securities and Exchange Commission which identify specific factors that may cause actual results or events to differ materially from those described in the forward-looking statements.
