GONGYI, China, April 26 /Xinhua-PRNewswire/ -- Point Acquisition
Corporation ("Point Acquisition") (OTC Bulletin Board: PAQN.OB) announced the
closing of a share exchange transaction with the shareholder of Powersmart
Holdings Limited, a British Virgin Islands corporation ("Powersmart") and a
related private placement financing transaction. Point Acquisition will
operate through its consolidated indirect Chinese subsidiaries to execute the
current business plan of those subsidiaries.
In the share exchange transaction Powersmart's stockholder, Mr. Shunqing
Zhang, was issued 16,887,815 shares of Point Acquisition's common stock in
exchange for 100% of the issued and outstanding shares of Powersmart. In
conjunction with the exchange transaction, Point Acquisition closed a private
placement of its common stock in which it will issue 5,347,594 shares of its
common stock in exchange for anticipated gross offering proceeds of
$10 million, or approximately $1.87 per share, before payment of commissions
and fees. Assuming the issuance of 5,347,594 shares of common stock to the
investors, the shares of common stock held by such investors will represent
approximately 21.9% of the total outstanding common stock of Point
Acquisition, on a fully diluted basis. The shares of common stock received by
Mr. Zhang in the exchange transaction represent 69.2% of the total issued and
outstanding common stock of Point Acquisition, on a fully diluted basis,
taking into account the shares issued to investors in the private placement.
Following the consummation of the private placement, the number of shares of
common stock of Point Acquisition issued and outstanding is 24,038,280.
In connection with the private placement, if a minimum $8.2 million net
income for fiscal year 2007 or a minimum $13.5 million net income in fiscal
year 2008 is not achieved then the investors and others involved in the
transaction will be entitled to receive from Mr. Zhang additional shares of
Point Acquisition's common stock pursuant to a pre-defined formula agreed to
between the parties and Mr. Zhang. For the fiscal year ended December 31, 2006
Powersmart reported consolidated revenues and net income of $27.5 million and
$4.5 million, respectively. Point Acquisition expects to achieve revenues of
$45.4 million for fiscal year ending December 31, 2007 and $68.4 million for
fiscal year ending December 31, 2008. Additional information regarding these
obligations can be found in the future SEC filings made by Point Acquisition.
As a result of the exchange transaction, Powersmart has become a wholly-
owned subsidiary of Point Acquisition. Mr. Shunqing Zhang was elected to the
Board of Directors of Point Acquisition and was appointed its President and
Chief Executive Officer. Point Acquisition's shares are listed on the
Over-the-Counter Bulletin Board under the symbol, PAQN.OB.
Mr. Zhang stated, "We want to thank our financial advisor, HFG
International, Limited, for facilitating our efforts in connection with our
private financing and the going public transaction. These transactions have
given us access to the U.S. capital markets, with the intent of capitalizing
on significant growth opportunities."
Brean Murray, Carret & Co. acted as the placement agent in the $10 million
private placement transaction. Heritage Management Consultants, Inc. provides
professional, management and advisory services to Powersmart.
About Powersmart Holdings Corporation
Powersmart is a mineral based manufacturer whose products include
monolithic refractories, ceramics and fracture proppant. Monolithic
refractories serve as heat resistant protective linings in industrial furnaces
and other heavy machinery used in the steel, iron, cement, glass and aluminum
industries. Ceramic products are heat and erosion resistant which are used to
house high voltage switches and fuses and to transfer liquids, solids and
gases. Fracture proppant is used in operating oil wells to release trapped oil
allowing it to be extracted to the earth's surface. Powersmart conducts
business through its Chinese based subsidiaries Henan Gengsheng Refractories
Co., Ltd., Zhengzhou Duesail Fracture Proppant Co., Ltd. and Henan Gaowen
Materials Co., Ltd.
APO(sm) is a service mark of Halter Financial Group, Inc. ("HFG"). HFG's
APO services allow privately held corporations to go public via the reverse
merger process and simultaneously complete a private capital raising
transaction.
FORWARD LOOKING STATEMENTS
This release contains certain "forward-looking statements" relating to the
business of Point Acquisition and its subsidiary companies, including
statements regarding the ability of the Company and its subsidiaries to follow
its business strategy, plans and objectives and capitalize on growth
opportunities, the ability of the Company to achieve revenue expectations and
any other statements of non-historical information. These forward looking
statements are often identified by the use of forward-looking terminology such
as "believes, expects" or similar expressions. Such forward looking
statements involve known and unknown risks and uncertainties that may cause
actual results to be materially different from those described herein as
anticipated, believed, estimated or expected. You should not place undue
reliance on these forward-looking statements, which speak only as of the date
of this press release. The company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of a
variety of factors, including those discussed in the company's periodic
reports that are filed with the Securities and Exchange Commission and
available on its website (www.sec.gov). All forward-looking statements
attributable to Point Acquisition or to persons acting on its behalf are
expressly qualified in their entirety by these factors other than as required
under the securities laws. Point Acquisition does not assume a duty to update
these forward-looking statements.
For more information, pelease contact:
Mr. Denis Tontodonato
Tel: +1-704-562-0082
