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CEO, engineer Olav Ellingsen mail: ind-o@online.no Cell phone: +47 48 40 06 14ind-o@online.no Environmental friendly and cost effective production of oil from oil sand and oil shale
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Status Nov. 2010 2 Epi-V has backed out – no funding no merger. Epi-V has asked for a meeting with Morten and Olav 30.11.10 with no agenda and no information about the purpose of the meeting other than “to explain our decision to you and plan what may happen with the business moving forward”. The company will run out of money by January/February 2011. Tax Funn is granted for 2010, 2011 and 2012. No response so far from Connect conference 19.10.10. Air Liquide and Total is evaluating the project.
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Alternative actions ALT 1 Epi-V convert the loan of NOK 11,2 mill. into shares at a price between NOK 2 and 5 and assist us in finding new external investors. This would be our best alternative. ALT 2 Epi-V will not convert, but will assist us in finding an investor. This will also work as Epi-V will be exposed to the new investor and will ruin their reputation if the investor feels that he has been tricked into Tarblaster. 3
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Alternative actions ALT 3 Epi-V will not convert or help us in finding external investors, but will not make any problems. Consequences: 1. We do not manage to finance the company. Epi-V can bankrupt us and take over the company. 2. We manage to finance the company. We can continue as planned, but need to pay the loan after 4 years. 4
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Alternative actions ALT 4 Epi-V has written of the loan and is interested to sell it at say NOK 100.000 to 1.000.000. Consequence: We need to find these money with an internal share issue. Tarblaster will gain an income equal the loan less its purchase costs. Epi-V will be an ordinary shareholder. We need to perform an external share issue. ALT 5 Tablaster is put on rest. The company must still have money to pay accountant, auditor, office rental etc. of about NOK 500.000,- per year. 5
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Possible scenario by Epi-V Epi-V presents a plan to Morten and Olav in hijacking the company by fore example conversion of the loan at nominal value and offer us to maintain our position. This would look like this: 6
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Possible scenario by Epi-V 7
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Proposed letter to Epi-V by Bjarte Tarblaster AS 8 Dear Steve and John, in order to prepare for the meeting in London we would like to know the following: 1. Short explanation to the reason why EPI-V at the moment does not want to invest any more into Tarblaster. 2. How does EPI suggest we move forward ? 3. Does EPI know any other VC funds or private investors that we may contact. 4. Has EPI considered the possibility of converting TB's debt into shares ? 5. We assume that the management fee earlier paid to EPI will be stopped. EPI has no longer a Board Director and should therefore not be on TB's payroll any more. A demand for the opposite would bankrupt the company and the Board needs to prepare for a response to such an event. 6. Give us as much information about the agenda for this meeting so that we may have a constructive meeting. 7.How does Epi see its future role as a shareholder in the company.
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Proposed letter to Epi-V by Olav Tarblaster AS 9 Steve Kent We acknowledge your mail dated xx where you in few lines tell that Epi-V is backing out after you having pushed for a merger for almost one year and spent hundreds of thousands NOK to provide you with the information you already had. We respect a decision, but as being the second largest shareholder in Tarblaster and on the light of your persistent effort to the merger, we would have expected a written explanation for Epi-V´s rationale in not moving forward. We are confused about your invitation to come to London to hear your explanation as we do not see how that could change Epi-V´s decision. Thus we would appreciate to been told about the purpose of the meeting, what you expect from us and an agenda in order for us to prepare ourselves. You have indicated that we should plan what may happen with the business moving forward. I trust that you realizes what will happen if the company run out of funds. It will be almost impossible to raise money with a debt of over NOK 11 million, the second biggest share holders has backed off, the personnel is lost, with no office and none to maintain the patents. The company will be broke. If you have some constructive plan how to avoid this, we would appreciate to be informed in order to justify the trip which is not in the budget. If not, we expect Epi-V to pay for the trip and time spent by NOK 500,- per hour.
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