American United Global Announces Signing of Definitive Share Exchange Agreement with Russian Oil and Gas Company.KIRKLAND, Wash. -- American United Global, Inc. (Pink Sheets:AUGB) announced here today that both AUGB and Southern Gas Company ("Southern Gas"), a limited liability company incorporated in Russia and based in Moscow, have signed a definitive share exchange agreement. Through its subsidiaries and affiliates Southern Gas owns 100% of a company that operates a 3.5 mile gas pipeline between Rostov, Russia and the Ukraine, 100% of a well extraction equipment supply company, and a minority interest in an extraction company in Russia. Southern Gas advises that it controls approximately 17.5 billion cubic meters Noun 1. cubic meter - a metric unit of volume or capacity equal to 1000 liters cubic metre, kiloliter, kilolitre metric capacity unit - a capacity unit defined in metric terms of natural gas reserves and currently operates thirteen income producing gas wells and that annual revenues are approximately $35,000,000. The share exchange agreement calls for a reverse acquisition under the terms of which AUGB will issue approximately 33.0 million shares of its common stock (to represent not less than 70% of the fully-diluted AUGB common stock) to the equity owners of Southern Gas in consideration for 100% of the equity in Southern Gas and subsidiaries. Upon the issuance of 33.0 million AUGB shares to the Southern Gas equity owners, the holders of AUGB securities prior to the transaction will effectively retain on the closing date not more than 14.0 million common shares on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. Consummation of the transaction is subject to a number of conditions, including: --Southern Gas acquiring the balance of the ownership of the extraction company so that it will be the sole shareholder of that entity at the closing; --completion of a satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. investigation by both parties; --delivery of audited consolidated financial statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge of Southern Gas for the two years ended December 31, 2003 and the nine months ended September 30, 2004; --total debt and contingent liabilities Contingent Liability 1. The possibility of an obligation to pay certain sums dependent on future events. 2. Defined obligations by a company that must be met, but the probability of payment is minimal. Notes: 1. of AUGB, excluding any liabilities that may be indemnified against in a manner satisfactory to Southern Gas, shall not exceed $100,000; and --approval by the AUGB stockholders. AUGB has re-applied to re-list its common stock on the Over the Counter Bulletin Board and anticipates that its common stock will resume trading there concurrent with the closing of this transaction. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as defined by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission. All readers are encouraged to review the Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. that has been filed in connection with the signing of the share exchange agreement discussed above and which will outline risk factors including deal terms and other relevant items. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the companies, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the companies disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. |
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