Daleco Resources Clarifies Filing.Business Editors WEST CHESTER West Chester, borough (1990 pop. 18,041), seat of Chester co., SE Pa., W of Philadelphia; inc. 1799. Primarily residential, West Chester was long the trade and processing center for an agricultural region that is now mainly suburbs. , Pa.--(BUSINESS WIRE)--May 16, 2002 Daleco Resources Corporation (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). .BB:DLOV) Dov Amir, Chairman of Daleco Resources Corporation, announced today that the Company has completed its corporate relocation to Nevada from Delaware through the merger with Daleco Resources Corporation of Nevada ("New Daleco"). Copies of the Merger Agreement and Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. of New Daleco were filed with the Securities and Exchange Commission using 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. on April 11, 2002. Mr. Amir noted that the Proxy Materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other sent to each shareholder of record for the Company's annual meeting on February 28, 2002 contained typographical errors in discussing the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. of Daleco Resources Corporation of Delaware ("Old Daleco"). In its discussion on the increase in the authorized number of shares of common stock of Old Daleco, the number of authorized shares of preferred stock was correctly stated as 10,000,000 shares. The Agreement and Plan of Reorganization ("Merger Agreement") attached to the Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , however, incorrectly stated in the Recitals section the number of authorized preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. of Old Daleco as 20,000,000. The Merger Agreement further provided in the Recital Section and Paragraph 6.1.5 that the number of authorized Preferred Shares of New Daleco was 20,000,000. Attached at Appendix D to the Proxy Statement was the proposed Articles of Incorporation of New Daleco which showed the authorized shares of Preferred Stock as 10,000,000 shares. The Proxy materials further abated that the Articles of Incorporation of New Daleco would be substantially the same as Old Daleco. The actual articles of New Daleco filed with the SEC on Form 8-K on April 11, 2002 and as filed with the Secretary of State of Nevada on March 12, 2002, authorize the issuance of 20,000,000 shares of preferred shares. The Company's Annual Report submitted to each shareholder properly reflected the authorized number of Preferred Shares of Old Daleco as 10,000,000. Due to the potential confusion on this matter, the Company felt required to disclose this information to its shareholders. Any shareholder requesting that the Articles of Incorporation of New Daleco be amended to reflect only 10,000,000 shares of preferred shares should advise the Company on or before September 1, 2002 and such a request will be incorporated into the Company' Proxy Statement for its Annual Meeting following the close of its 2002 fiscal year. There are presently, 8,000 shares of Series A Preferred Shares and 377,500 shares of Series B Preferred Shares issued and outstanding. Daleco Resources Corporation is an international asset and technology aggregation and monetization company with operating subsidiaries active in oil and gas, timber, minerals, and technology. 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. for Forward-Looking Statements: Except for historical information contained herein, the statements in this Press Release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, product price volatility, product demand, market competition, risk inherent in the Company's domestic and international operations, imprecision in estimating product reserves and the Company's ability to replace and expand its holdings. |
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