For Release on May 21, 2007, Trading Symbol: NQB Pink Sheets: NNRF
NUCON-RF, INC. Announces Execution Of Letter Of Intent To Aquire Russian Federation Manufacturer Of Oxy-Fuel Equiptment
MOSCOW, May 21, 2007 (PRIMEZONE) – NUCON-RF, Inc. (NNRF.PK) today announced that it has entered into a Letter of Intent to acquire ROAR in an all stock transaction. The purchase price will be mutually agreed upon once the ongoing due diligence investigation is completed to the satisfaction of the board of directors of NNRF.
The audited financial statements of ROAR reflect revenues of US$6.544 million in 2006 and have been prepared in accordance with generally accepted accounting principles in the United States. ROAR is projecting a significant increase in revenue in 2008 provided sufficient funds are made available to expand current operations and make several key acquisitions which are currently under consideration.
NNRF has retained 2K Audit and Consulting in Moscow to undertake a comprehensive due diligence review of ROAR’s operations. 2K Audit is a noted Russian audit and consulting firm that employs 285 financial professionals and has been engaged by NNRF to assist in the due diligence review of other target companies in Russia, including two prospective NNRF acquisitions, JSC Electroprivod and Velkont
ROAR is one of the leading companies in Russia and the Commonwealth of Independent States (“CIS”) in the production and distribution of oxy-fuel equipment. ROAR specializes in the production of high quality, low cost equipment used in all facets of the cutting and welding industry. The product line includes gas welding, gas cutting, gas heating, electric arc-welding and related products. ROAR currently produces 33% of the oxy-fuel equipment in the CIS.
Russia has approximately 135,000 miles of pipeline. According to OSS Rosneft, more than 93% of this pipeline is more than 10 years old and more than 68% of this amount is in excess of 25 years old. As a leading oil and gas exporter, Russia needs these pipelines to be constantly maintained and replaced as required and this maintenance replacement program heavily involves the use of cutting and welding equipment.
A key component of ROAR’s business is the development of a proprietary technology utilizing hydrogen, in lieu of traditional fuels and gases, to power cutting and welding torches as well as regulating equipment. Hydrogen is a highly efficient and environmentally safe fuel. Utilizing electrolysis, one of the most common technologies of producing hydrogen, ROAR has developed a proprietary, portable, compact unit that uses a hydrogen-oxygen mix of a pressure under 0.5 kg/sq.cm to create energy (fuel). This proprietary development eliminates the costly, dangerous, difficult to handle fuel tanks currently used in the cutting and welding industry. The green proprietary production process creates a waste material of completely pure water and simultaneously powers cutting and welding torches and regulating equipment without the use of fossil fuels. This proven and environmentally safe proprietary technology has applications in the medical, transportation and heating sectors, and management of ROAR has stated that there are present applications in heavy engineering, power engineering and industrial and civil construction.
Mr. Peter Goerke, Executive Vice President and Secretary of NNRF and head of all merger and acquisition activities inside the Russian Federation, stated, “The revolutionary products of ROAR are not yet known outside of Russia and the CIS despite having been under development since 1992. These products represent a significant opportunity for NNRF to enter the world market for environmentally safe applications of hydrogen-oxygen based energy. We believe that the proprietary products of ROAR that are developed and producing substantial revenues have the potential to serve as the catalyst for additional future product lines that will provide NNRF a substantial revenue base and proprietary products for the energy sector, including nuclear power plants.”
NNRF and ROAR believe that centralization, internal standardization and unification through acquisition by ROAR of up to four additional identified Russian companies in the next twelve months may reduce the current production costs of ROAR by 20-25% and could result in control of up to 80% of the Russian and CIS market. NNRF and ROAR further believe that ROAR’s products make it possible to change the existing business model of companies in the global market of cutting-welding equipment. The traditional petroleum based fuel sources currently used by these companies are made less competitive by the hydrogen producing electrolysers of ROAR. Further, ROAR’s products are believed to less expensive both in initial cost and in operations than any other competing products in Russia, as well as operationally and environmentally safer than all current competition in Russia.
Safe Harbor Statement
Statements in this press release that are not historical facts are forward-looking statements, including statements regarding announcements of financial results, business potentiality and other prospective presentations by NUCON-RF, Inc. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products in domestic and international markets will continue to expand. NUCON-RF undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in NUCON-RF's expectations with regard to these forward-looking statements or the occurrence of unanticipated events.
CONTACT:
| NNRF, Inc. Theresienstrasse 6-8 D-80333 München Tel.: +49 89 288 904 88 Fax: +49 89 288 904 5 |
NNRF, Inc. 1574 Gulf Rd. #242 Point Roberts, WA 98281 Internet www.nnrf.com |