PLANO,
TEXAS – May 20, 2005 – (OTC Bulletin Board: GENG) Global Energy Group,
Inc. (the "Company") and Global Energy Distribution Group, L.L.C.
("GEDG"), announced today the acquisition by Cherokee Nation
Industries, Inc. ("CNI") of 12.2% of the equity interests in GEDG, the
Company's exclusive distributor. CNI is owned by the Cherokee Nation
and currently manufactures all of the Company's products. The
acquisition was completed pursuant to the terms of a Unit Purchase
Agreement between the owners of GEDG, CNI, and Global Energy
Acquisition Group, L.L.C. ("GEAG").
The Unit
Purchase Agreement also provides that CNI will purchase an additional
48.8% of GEDG in a second closing, subject to the prior satisfaction of
numerous conditions, including without limitation, (a) certain
amendments to the terms of the Company's Series A Preferred Stock and
Series B Preferred Stock to provide for (i) the mandatory redemption of
the preferred stock over a period of five years from the date of the
second closing, and (ii) the payment of dividends on the Series A and
Series B Preferred in additional shares of preferred stock; (b) the
cancellation of all outstanding warrants owned by the holders of Series
A and Series B Preferred Stock (which warrants currently provide for
the purchase of up to 49,536,150 shares of the Company's Common Stock);
(c) the execution of an agreement between the Company and GEDG whereby
CNI would have the right to acquire at least 51% of the fully-diluted
voting power in the Company (pursuant to a tax-free reorganization or
exchange, if practicable); and (d) CNI's satisfactory due diligence of
GEDG's business and operations.
We believe that the approval of the Company's stockholders will be
required in order to approve any transaction that would enable CNI to
acquire at least 51% of the fully-diluted voting power in the Company
pursuant to a reorganization or exchange. GEAG, which directly and
indirectly possesses the right to vote approximately 78% of the voting
power in the Company, has committed to vote for such an agreement if it
is on terms satisfactory to the Company, GEDG and CNI. GEAG also agreed
to take reasonable actions to cause the conditions to the second
closing to occur.
Following CNI's acquisition of 12.2% of GEDG, Mr. James Majewski, Chief
Executive Officer of CNI, was elected by the directors of the Company
to fill the vacant director position created by the May 5, 2005
resignation of Carlos J. Coe as a director and Chief Executive Officer
of the Company. Mr. John R. Bailey, President and Chief Financial
Officer of the Company, will serve as interim Chief Executive Officer
until such time as the Board of Directors selects a new Chief Executive
Officer.
Forwarding-looking statements in this release are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Act
Reform Act of 1995. Words or phrases like "we believe", or similar
expressions are intended to identify "forward-looking statements".
Investors are cautioned that such forward-looking statements involve
risks and uncertainties, including without limitation, inability to
obtain necessary financing, no assurance of acceptance of the Company's
products in the marketplace, increased levels of competition for the
Company, new products and technological changes developed by others,
the Company's dependence on third-party suppliers, and other risks
described from time to time in the Company's periodic reports filed
with the Securities and Exchange Commission.
CONTACTS: Media: John Bailey, (972)943-6040