Randolph S. Hudson, Encounter’s Chairman, President, and CEO, today announced that Encounter is proceeding, although somewhat behind schedule, in its corporate administrative and property development.
PROPERTY ACQUISITIONS.
For some months, various members of Encounter’s senior executive management have been in negotiations with two companies to acquire certain hotel, restaurant, and bar operations in Oklahoma. The initial transaction, for which Encounter and the Managing Members of Ganesh and Maruti, LLC delivered a definitive letter of intent, as from time to time has been amended, expressed Encounter’s commitment to purchase one of G and M’s hotel, restaurant, and bar operations in Oklahoma. While Mr. Hudson and various members of Encounter’s senior executive management have repeatedly visited or remained at that property since approximately 28 September, there remain a number of issues that are being resolved in order to close the transaction; among them, the determination of the final sale and purchase price (to include the offsets and credits in escrow for certain of G and M’s liabilities or obligations that are or will be assumed, paid, or discharged by Encounter prior to the closing) and Encounter’s responsibilities governing the interim operation of the hotel and refurbishment of the restaurant and bar located on the hotel property prior to the closing. Mr. Hudson stated, “Because the G and M transaction is leveraged until our Florida investor group and lenders obligate themselves on Encounter’s behalf, we must make certain that each party’s responsibilities and obligations are clearly stated and understood before we proceed. To proceed otherwise would compromise the integrity of the delicately structured transaction and may result in the termination or rescission of the transaction in the near-term. It will benefit all of the concerned parties to act prudently, especially, after dedicating so much time, effort, and expense to the transaction.” Mr. Hudson has been in ongoing discussions with G and M’s representative and one of its managing members as recently as yesterday.
The other property transaction in Oklahoma that Encounter has been negotiating to acquire has been delayed due to a certain controversy among the partners who own the other hotel.
In terms of Encounter’s prospective acquisition of the first of two hotel and casino properties in Las Vegas, Encounter’s Board of Directors expects to renew its letter of intent in mid-January with the owner of the real property of the first of the two properties and U. S. Trustee overseeing that casino’s gaming license. As it has been indicated, this transaction will take at least one year to close, as this transaction will rely on significant financing, either in the form of a secondary offering, a non-stock based capital accommodation, a credit accommodation, or a combination of the foregoing.
ADMINISTRATIVE DEVELOPMENTS.
Encounter’s administrative development has been challenged by the fact that all of the company’s development, travel, and administrative expenses have been borne by members of Encounter’s senior executive management and principal shareholders. Mr. Hudson, Encounter’s Chairman, has been reluctant to conduct any new limited offerings or stock-related transactions until the company effects its reverse split.
Mr. Hudson added, “I have delayed the announcement of the record date for the reverse split until we are prepared to move forward with FINRA and because a sizable number of our common stockholders have asked for additional time to buy shares prior to the effect of the split down, but only after they have been made aware of recent developments. The OTC Report will provide all of our shareholders with the much anticipated information. It is the view of some stockholders that Encounter would be better positioned with a higher stock price on the date the split down becomes effective, if at all.”
Mr. Hudson expects the company’s initial, cumulative OTC Report to be filed with OTC Markets today or tomorrow, which will include the company’s financials for the most recent two fiscal years and year-to-date quarterly statements. The information that will be provided is extensive, and, in most responses, will provide explanations for the company’s activities from the date of Encounter’s incorporation. Mr. Hudson said, “Encounter’s Board of Directors looks forward to providing the company’s shareholders with complete and current information from the dates the company last filed its reports with the SEC and OTC, respectively.”
Encounter continues to organize its affairs and its board of directors intends to file a selling stockholders registration, in due course, following the filing of its OTC Report and after concluding a number of transactions related to Encounter’s common stock.
Mr. Hudson added, “In addition to our current plan of operations and development program, our board of directors continues to evaluate various qualified opportunities; whereby, we would consider entering into a merger or other form of business combination. Of course, any such transaction would have to demonstrate significant merit and would have to provide a benefit to our stockholders equal to or greater than the yields expected to be derived from our current plan of operations and/or development program.”
REGULATORY NOTICES.
This announcement is for informational purposes only. The information contained herein is not an offer to sell or a solicitation to buy securities of any of the companies mentioned in this announcement as defined under the Securities Act of 1933. Potential investors should carefully read all public filings that the Company has filed or will file with OTC Markets Group, Inc., and with other reliable information services. Prior to making any investment, investors should always consult with a licensed financial advisor and legal professional to determine if the investment is suitable for you.
This announcement contains "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
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