DGSE ANNOUNCED THE CLOSING OF A TRANSACTION WITH RECEIVER IN THE MATTER OF STANFORD FINANCIAL GROUP INCLUDING THE ELIMINATION OF APPROXIMATELY $10,500,000 IN DEBT OWED BY SUPERIOR GALLERIES, AND SERIES OF TRANSACTIONS AND EVENTS THAT WILL RESULT IN NTR METALS, LLC ACQUIRING 3,000,000 SHARES OF DGSE COMMON STOCK DIRECTLY FROM THE RECEIVERSHIP
DALLAS, Texas ( May 26 , 2010 ) – DGSE Companies, Inc. (NYSE Amex: “DGSE”), DGSE announced today the closing of a series of actions and transactions related to the formerly- announced Agreement with the Receiver in the matter of Stanford Financial Group. On May 12, the Court in this matter issued an order which permitted the Receiver and DGSE to complete the transactions which included the cancellation of all agreements between DGSE and Stanford International Bank (“SIB”), and the elimination of all loan obligations fees and other related charges in connection with approximately $10.5 million in loans between Superior Galleries, a wholly-owned subsidiary of DGSE, and SIB.
In connection with the above, DGSE and its Chairman also announced entering into a series of agreements with NTR Metals, LLC (“NTR”). NTR Metals® is a $1.2 Billion (revenue) company that refines over 30 million pounds of metal annually. It is one of the world’s largest precious metals companies, making a market in all precious metal bullion and offering a full range of refining, recycling and minting services. NTR Metals operates over 30 locations throughout the United States and in the United Kingdom. It serves more than 20,000 companies, ranging from small, independent businesses to large corporations (NTR is not open to the public). Additional information about NTR is available at ntrmetals.com
To facilitate the closing with SIB, DGSE has assigned its right to acquire 3,000,000 shares of DGSE common stock for a direct payment from NTR to the Receivership in the amount of $3.6 million dollars, representing 100 percent of the required payment to the Receiver. Simultaneously, NTR granted our Chairman a 4-year proxy on all shares acquired by NTR. NTR will not be represented on the Board of Directors of DGSE or otherwise be involved in the management of DGSE. In addition, NTR has agreed to a one-year lock-up on all of the shares acquired. When NTR granted its proxy, our Chairman granted to NTR an option to acquire 1,000,000 of his personally-owned shares at an exercise price of $6.00 per share for two years, and if unexercised on the 2nd anniversary of the grant date, then for an additional two years at $10.00 per share. Should NTR exercise its option in either period, NTR’s proxy will terminate, and our Chairman will immediately grant NTR his proxy on all of his then-owned shares.
NTR’s President, John Loftus, commented, “We are quite pleased to have taken this step with our longtime friends at DGSE. This transaction will help DGSE put a challenging chapter behind them, relieve debt, and improve their balance sheet. NTR looks forward to assisting DGSE as it focuses on strong earnings growth during the coming years.”
In connection with the above agreements, DGSE also caused 376,361 shares of DGSE common stock to certain key employees and Directors not including our Chairman.
William Oyster, President of DGSE, said "We are very excited to have concluded all of these matters in a way that enhances the future for DGSE and its stockholders. Having NTR as a major interest holder will provide us with new tools to grow and revitalize our business. For over a year, we have had to operate under the uncertainty of the SIB matter and its detrimental effect on our flexibility. While it has certainly restrained our ability to grow, it has also given us the opportunity to focus on controlling our expenses and reviewing our infrastructure. We expect our new relationship with NTR to materially enhance our ability to service our customers, with resulting benefits in top- and bottom-line growth. We have already begun to experience the benefits of the new activities. From the end of the first quarter, we have enjoyed more dynamic top-line activity, with revenues exceeding 2009 results on a year-over-year basis (year to date) for the first time since early 2009. All of our activities are growing again, with material improvements in all segments"
This press release includes statements which may constitute 'forward-looking" statements, usually containing the words "believe", "estimate", 'project", "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.