GSV, Inc. Announces Financing at a
Significant Premium to Share Price Through Sale of Convertible
WESTPORT, Conn. -- May 13, 2004--GSV, Inc. (OTCBB Symbol:
GSVI) announced today that it had raised additional funds
through the sale of a $200,000 convertible note to a foreign
private investor. The note is convertible into common stock at
a conversion price of $0.70 a share, representing a
significant premium over the closing price of the common stock
on May 10, 2004, of $0.12 a share. GSV will use the proceeds
to continue developing its oil and gas prospects in Texas.
GSV also issued warrants to the investor to purchase up to
1,142,857 shares of common stock at a price of $0.70 a share,
totaling if exercised in full $800,000. The warrants expire if
not exercised within 12 months. The conversion price of the
note and the exercise price of the warrants are subject to
customary price adjustment for stock splits and similar
events, and for future financing.
Gilad Gat, President and CEO of GSV, said, "We are all very
excited about our new opportunities for revenue growth. This
new investment, at a premium to our share price, demonstrates
we are on the right path and that our efforts and potential
are being recognized by sophisticated investors."
In connection with the sale of these securities GSV agreed
that if the investor exercises the warrant in full and
converts the convertible note in full GSV will appoint a
person designated by the investor to GSV's Board of Directors.
GSV also granted the investor rights to register the common
stock underlying the convertible note and warrant.
GSV's principal stockholder, Polystick U.S. Corporation,
pledged 200,000 shares of the Series B convertible preferred
stock as collateral security for the note. Polystick also
agreed that if GSV fails to appoint or nominate a
representative for election to its board of directors, then,
at the investor's request, Polystick will vote its shares of
Series B convertible preferred stock in favor of a nominee
designated by the investor.
GSV offered the convertible note and the warrants in reliance
on an exemption from registration for offers and sales of
securities that do not involve a public offering. This
offering was not registered under the Securities Act of 1933,
as amended, and neither the convertible note nor the warrants
or the underlying common stock may be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements. This disclosure is neither an
offer to purchase nor a solicitation of an offer to sell
securities in any jurisdiction in which such an offer or sale
would be unlawful. This press release does not and will not
constitute an offer to sell or the solicitation of an offer to
buy shares and is being issued under Rule 135c under the
About GSV Inc.
GSV Inc is an oil and gas exploration company. Its recent
acquisition of an interest in a Texas-based exploration
company injected exciting prospects and opportunities into GSV
and positioned it for future growth. In addition to managing
its current assets, GSV is actively seeking new acquisition
opportunities in this industry.
Some of the statements in this press release are
forward-looking statements that involve risks and
uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations,
intentions and assumptions that are not statements of
historical fact. You can identify these statements by the
and similar expressions. We cannot guarantee our future
results, performance or achievements. Our actual results and
the timing of corporate events may differ significantly from
the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any
forward-looking statements. Potential risks and uncertainties
that could affect our future operating results include, but
are not limited to, our limited operating history, history of
losses, need to raise additional capital, and the high risk
nature of our business, as well as other risks described in
our most recent annual report on Form 10-KSB filed with the
Securities and Exchange Commission.