EX-99.1
7
exhibit991.htm
PRESS RELEASE
United States Securities & Exchange Commission EDGAR Filing
XTX Energy Signs Asset Purchase Agreement With Rothschild Trust Holdings, LLC
Company to Change Direction, Create an Internet Intellectual Property Community, and Appoint New Directors and Management Team
DENVER, Mar 19, 2007 - XTX Energy Incorporated (OTCBB:XTEG) today announced that it has signed an Asset Purchase Agreement to acquire certain assets of Rothschild Trust Holdings LLC., including a pending patent owned by Rothschild Trust Holdings, and certain Internet domain names owned by various principals. The transaction is subject to additional conditions, and is expected to close by the end of the first quarter.
Concurrent with the closing of the Purchase Agreement, Jerrold Burden, the company's CEO, President and director, and Albert Folsom, the company's CFO, Secretary and director, shall resign as officers and directors, and will appoint Leigh M. Rothschild as Chairman of the Board and Adam Bauman as CEO and board member, subject to the closing of the transaction and certain filings with the Securities and Exchange Commission.
XTX Energy's CEO and President, Jerrold Burden, commented, "The decision to acquire the intellectual property from Mssrs. Rothschild, Bauman and Lenarsky came after many detailed discussions about the pending patent developed by Mr. Rothschild and filed with the U.S. Patent and Trademark Office. The team that has joined forces with XTX Energy is comprised of some of the most professional and experienced individuals in this industry today, and will afford the company and its shareholders a rare opportunity to enter an area of business which is in very high demand by the changing world of information through the Internet. The new board of directors and direction of XTX will serve the shareholders and the future of the company very well".
Leigh M. Rothschild, incoming Chairman of the Board, said, "This acquisition marks a significant milestone for the company, and I am looking forward to utilizing the pending patent to its fullest extent to address the needs of the rapidly growing Web 2.0 community".
"Clearly, the Internet is increasingly becoming the destination of choice for users who want to experience vast selections of digital video, audio or other media, so this new direction for the company couldn't be more timely", Leigh M. Rothschild added, "I am very excited about this outstanding opportunity for the company and its shareholders".
Incoming CEO and board member Adam Bauman, also commented: "This represents a major opportunity to create a world class next-generation Internet intellectual property destination. We plan to roll out many exciting features and services to offer unique ways for users to benefit from creatively participating in our interactive community, such as uploading their personal videos, audio recordings, multicasts or any other uploadable intellectual property and setting their own sale price".
Additionally, in consideration of the acquisition of the assets, the company will issue 142,000,000 shares of its restricted common stock. As a result of the transactions contemplated by the Asset Purchase Agreement, the stockholders of the company before the acquisition will own approximately 35% of the issued and outstanding shares of common stock and Rothschild Trust Holdings, LLC, and Mssrs. Rothschild, Bauman and various principals will own approximately 65% of issued and outstanding common stock.
Page 2
About XTX Energy Inc.
XTX Energy, Inc. is an independent oil and gas company headquartered in Denver, Colorado. The company engages in the acquisition of oil and gas properties in the United States with projects and potential projects in Texas, Colorado and Wyoming. Founded in 1999, the company was formerly known as Glen Manor Resources, Inc. and changed its name to XTX Energy, Inc. in 2006. Additional information about XTX Energy is available on the company's web site at
www.xtxenergy.com
.
About Rothschild Trust Holdings, LLC
Rothschild Trust Holdings, LLC, is a holding company that administers and licenses the intellectual property of the Rothschild associated Trust. To date, the holdings include three issued U.S. patents and more than 30 patents pending worldwide. The company has succesfully licensed the patent portfolio to several major companies around the world, including Pricegrabber.com, Sonic Solutions / InterActual, NeoMedia, and Connected Media, among others. Most major DVD releases now incorporate the PCFriendly InterActual technology which is under license to Connected Media.
Statements in this release, including statements relating to the integration of acquisitions and any earnings or revenue projections, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding XTX Energy's future plans, revenues, cash flows, earnings, objectives, expectations, performance, business strategy and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements, due to various risks, uncertainties or other factors both general and specific to the matters discussed in this press release. These and other important factors, including the company's ability to generate new revenue, acquire new strategic partners, raise additional capital and other factors mentioned in various Securities and Exchange Commission filings made periodically by the company, may cause the company's actual results and performance to differ materially from the future results and performance expressed in or implied by such forward-looking statements. The forward-looking statements contained in this press release speak only as of the date hereof and the company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in the company's expectations, new information, future events or otherwise.
Contact:
Mr. Jerrold Burden
CEO & President
XTX Energy Inc.
(303) 495-3684
###

EX - 99 . 1 7 exhibit991 . htm PRESS RELEASE United States Securities & Exchange Commission EDGAR Filing XTX Energy Signs Asset Purchase Agreement With Rothschild Trust Holdings , LLC Company to Change Direction , Create an Internet Intellectual Property Community , and Appoint New Directors and Management Team DENVER , Mar 19 , 2007 - XTX Energy Incorporated ( OTCBB : XTEG ) today announced that it has signed an Asset Purchase Agreement to acquire certain assets of Rothschild Trust Holdings LLC . , including a pending patent owned by Rothschild Trust Holdings , and certain Internet domain names owned by various principals . The transaction is subject to additional conditions , and is expected to close by the end of the first quarter . Concurrent with the closing of the Purchase Agreement , Jerrold Burden , the company 's CEO , President and director , and Albert Folsom , the company 's CFO , Secretary and director , shall resign as officers and directors , and will appoint Leigh M . Rothschild as Chairman of the Board and Adam Bauman as CEO and board member , subject to the closing of the transaction and certain filings with the Securities and Exchange Commission . XTX Energy 's CEO and President , Jerrold Burden , commented , " The decision to acquire the intellectual property from Mssrs . Rothschild , Bauman and Lenarsky came after many detailed discussions about the pending patent developed by Mr . Rothschild and filed with the U . S . Patent and Trademark Office . The team that has joined forces with XTX Energy is comprised of some of the most professional and experienced individuals in this industry today , and will afford the company and its shareholders a rare opportunity to enter an area of business which is in very high demand by the changing world of information through the Internet . The new board of directors and direction of XTX will serve the shareholders and the future of the company very well " . Leigh M . Rothschild , incoming Chairman of the Board , said , " This acquisition marks a significant milestone for the company , and I am looking forward to utilizing the pending patent to its fullest extent to address the needs of the rapidly growing Web 2 . 0 community " . " Clearly , the Internet is increasingly becoming the destination of choice for users who want to experience vast selections of digital video , audio or other media , so this new direction for the company could n ' t be more timely " , Leigh M . Rothschild added , " I am very excited about this outstanding opportunity for the company and its shareholders " . Incoming CEO and board member Adam Bauman , also commented : " This represents a major opportunity to create a world class next - generation Internet intellectual property destination . We plan to roll out many exciting features and services to offer unique ways for users to benefit from creatively participating in our interactive community , such as uploading their personal videos , audio recordings , multicasts or any other uploadable intellectual property and setting their own sale price " . Additionally , in consideration of the acquisition of the assets , the company will issue 142,000,000 shares of its restricted common stock . As a result of the transactions contemplated by the Asset Purchase Agreement , the stockholders of the company before the acquisition will own approximately 35 % of the issued and outstanding shares of common stock and Rothschild Trust Holdings , LLC , and Mssrs . Rothschild , Bauman and various principals will own approximately 65 % of issued and outstanding common stock . Page 2 About XTX Energy Inc . XTX Energy , Inc . is an independent oil and gas company headquartered in Denver , Colorado . The company engages in the acquisition of oil and gas properties in the United States with projects and potential projects in Texas , Colorado and Wyoming . Founded in 1999 , the company was formerly known as Glen Manor Resources , Inc . and changed its name to XTX Energy , Inc . in 2006 . Additional information about XTX Energy is available on the company 's web site at www.xtxenergy.com . About Rothschild Trust Holdings , LLC Rothschild Trust Holdings , LLC , is a holding company that administers and licenses the intellectual property of the Rothschild associated Trust . To date , the holdings include three issued U . S . patents and more than 30 patents pending worldwide . The company has succesfully licensed the patent portfolio to several major companies around the world , including Pricegrabber.com , Sonic Solutions / InterActual , NeoMedia , and Connected Media , among others . Most major DVD releases now incorporate the PCFriendly InterActual technology which is under license to Connected Media . Statements in this release , including statements relating to the integration of acquisitions and any earnings or revenue projections , are " forward - looking " statements within the meaning of the Private Securities Litigation Reform Act of 1995 , regarding XTX Energy 's future plans , revenues , cash flows , earnings , objectives , expectations , performance , business strategy and similar projections , as well as any facts or assumptions underlying these statements or projections . Actual results may differ materially from the results expressed or implied in these forward - looking statements , due to various risks , uncertainties or other factors both general and specific to the matters discussed in this press release . These and other important factors , including the company 's ability to generate new revenue , acquire new strategic partners , raise additional capital and other factors mentioned in various Securities and Exchange Commission filings made periodically by the company , may cause the company 's actual results and performance to differ materially from the future results and performance expressed in or implied by such forward - looking statements . The forward - looking statements contained in this press release speak only as of the date hereof and the company expressly disclaims any obligation to provide public updates , revisions or amendments to any forward - looking statements made herein to reflect changes in the company 's expectations , new information , future events or otherwise . Contact : Mr . Jerrold Burden CEO & President XTX Energy Inc . ( 303 ) 495 - 3684 # # #