Azure Holding Group Corp Signs Letter of Intent with CST Drilling Fluids

Azure Holding Group Corp. (OTC: AZRH), a Nevada corporation, and CST Drilling Fluids, (CST), a Texas corporation, are pleased to announce the signing of a Letter of Intent (LOI) for the acquisition of CST by AZRH that will result in CST having control over AZRH.

CST Drilling Fluids is a 4th Generation Oil Field Services and Construction company headquartered in the heart of the Permian Basin, Texas. The Company recognized $16,487,714 in revenue and $2,780,000 in net income for the year ending December 31, 2023. Its 2023 fiscal year financial statements, which are unaudited but were compiled by a third party, are being released concurrently with this press release on the X page of Belisarian Holdings, LLC.

CST Drilling Fluids provides a wide array of oilfield solutions and services for its valued customers. Utilizing standardized processes, its objective is to deliver high-quality products and services in a timely and efficient manner. Through its experienced and trained crews and extensive equipment inventory, it enables companies, from small independents to majors, to get the most out of the life of their projects.

Marcus Laun advised Controlled Investments, a capital investment firm led by Josh Cohen that has raised $310 million in committed capital this year and has acted as an advisor or co-advisor to over $1.3 billion in consummated transactions over the past decade, through its transaction with CST, which resulted in Controlled Investments taking a 40 percent stake in CST as of August 19, 2024.

When asked about the transaction, Josh Cohen of Controlled Investment shared that “William France has built some of the strongest customer and vendor relationships we have ever seen in the industry. These relationships are a testament to Starvin Marvin's legacy (William's grandfather) and Doug France's continuation of that legacy before selling the company to William in 2022.” When asked to describe CST, William shared the following, “You know, when you wake up every day before the sun comes up, and you pray, and then you call all your managers to get them excited to get their crews running, and then you eat breakfast with your family, and you go give it your all and do the best work you can for your customers – that's CST.”

Upon completion of the transaction, CST is set to continue delivering its several products and services, such as site construction, pit lining, poly crews, pit cleaning, rig wash cleaning, rig roustabout, bulk fuel, specialty products, environmental remediation, and poly pipe, all augmented by the provision of concrete trucks, pumps, cellar top-offs, fuel delivery, and rig moving. As a result of CST's capabilities, both parties anticipate a bright future for present and future shareholders. 

As part of the transaction, CST will pay Belisarian Holdings, LLC. an upfront cash price of $100,000 in addition to $150,000 over a six-month period and issue to the same a two percent equity stake, which is subject to a two-year holding period, in settlement of debts owed to Belisarian and in consideration of the sale of preferred stock held by Belisarian. The LOI dictates that the parties must finalize the definitive agreements no later than October 31, 2024.

Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of the words "may," "should," "plans," "expects," "anticipates," "continue," "estimates," "projects," "intends," and similar expressions. Forward looking statements involve risks and uncertainties that could cause results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the company's ability to successfully execute its expanded business strategy, including by entering into definitive agreements with suppliers, commercial partners and customers; general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technical advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, regulatory requirements and the ability to meet them, government agency rules and changes, and various other factors beyond the Company's control.