-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SuabUZf/AcZZWNpjv0wyjz8cBy9cXSfGzKw3bX/zGGm22W0wCiDRnKCSBp8a2lKi NVbYr7ARqKkuCE8uV5wY8Q== 0001447572-11-000024.txt : 20110210 0001447572-11-000024.hdr.sgml : 20110210 20110210134916 ACCESSION NUMBER: 0001447572-11-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110204 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT GLOBAL RESOURCES, INC. CENTRAL INDEX KEY: 0001377318 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 510541963 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53515 FILM NUMBER: 11591263 BUSINESS ADDRESS: STREET 1: 10001 WOODLOCH FOREST DRIVE, SUITE 325 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-825-5000 MAIL ADDRESS: STREET 1: 10001 WOODLOCH FOREST DRIVE, SUITE 325 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: TOMBSTONE TECHNOLOGIES, INC. DATE OF NAME CHANGE: 20080813 FORMER COMPANY: FORMER CONFORMED NAME: TOMBSTONE CARDS, INC. DATE OF NAME CHANGE: 20061004 8-K 1 i11217.htm Hunt 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report: February 4, 2011


HUNT GLOBAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Colorado

 

333-138184

 

51-0431963

(State or other jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer incorporation)

Identification Number)


10001 Woodloch Forest Drive, Suite 325, The Woodlands, TX 77380

(Address of Principal Executive Offices) (Zip Code)


281-825-5000

Registrant's telephone number, including area code


TOMBSTONE TECHNOLOGIES, INC.

 (Former name, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ]     Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)


[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


On February 7, 2011, we entered into a letter agreement with certain shareholders of Carbon Green NA, Inc., a Colorado corporation, whereby we agreed with the representative for six stockholders of Carbon Green NA, Inc. to acquire 85% of the equity of Carbon Green NA, Inc. in exchange for an equity interest in us.  The closing of this transaction is scheduled to occur on or before February 28, 2011. Upon the closing, we will issue to the selling shareholders of Carbon Green NA, Inc. an aggregate of: 30,567,246 shares of our common stock; 125,000 shares of our Series A Preferred Stock; 125,000 shares of our Series B Preferred stock; 24,000 warrants to acquire shares of our Series A Preferred Stock at an exercise price of $208 a share expiring in five years; and 40,300 warrants to purchase share of our Series B Preferred Stock at an exercise price of $248 a share expiring in five years.  We also agreed to make efforts to acquire the remaining 15% of Carbon Gree n NA, Inc. at a later date.  


Carbon Green assets include an operating tire recycling plant, license agreements and worldwide patents for the only proven method of recycling 100% of scrap tires with a near zero carbon footprint.  The Carbon Green system was created during a 5-year span of developing, testing, patenting and building a fully operational system that breaks-down, separates and recycles 100% of scrap tires into reusable materials. We plan to build 10 plants in the United States, during the next 5 years, to address the growing environmental problems caused by hundreds-of-millions of waste tires that end up in landfills and are polluting our environment by being burned as industrial fuel.


The transaction will allow Hunt Global Resources, Inc. to take possession of Carbon Green NA. Inc.’s 189 worldwide patents and its operating plant located in the nation of Cyprus, which is currently the world’s largest commercially operating pyrolysis plant.


Hunt will also assume existing license agreements that call for Hunt to receive $2 million dollars per year for 5-years beginning this year from licensees (who would otherwise forfeit licenses),  and additional royalties projected to be $60 million by year end 2011, if sales and construction goals are met by licensees.    


ITEM  5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENBTS OF CERTAIN OFFICERS.


On February 4, 2011, John N. Bingham tendered his resignation as Acting Chief Financial Officer and Principal Accounting Officer of Hunt Global Resources, Inc. (Hunt or the Company), effective as of that date.  Mr. Bingham has been providing part-time CFO services and accounting infrastructure through his firm, Agility Financial Partners, LLC (Agility), since April 1, 2010.  Agility and Mr. Bingham will continue to consult with the Company regarding its financial reporting activities, assist with infrastructure needs and transitioning to the new CFO.


On February 10 2011, the Company announced the appointment of Michael P. Horne as the Chief Financial Officer and Principal Accounting Officer of the Company to be effective as of March 1, 2011.  Mr. Horne’s career includes Commercial Operations leadership with Ford Motor Company.  Mr. Horne has been consulting with us since January 2011.  


Mr. Horne, age 52, will become our CFO and Principal Accounting Officer on March 1, 2011.  In 2010, Mr. Horne was a consultant to Carbon Green, Inc., a Nevada corporation.  His duties included day to day operations, financial reporting and capital funding of the company.  In 2007 thru 2009, Mr. Horne was employed by Traxis Group with the job title of Chief restructuring/Financial Officer.  His duties included consolidation and integration of three acquired companies – Bluebird, Optima and North American Bus.  He was named CFO of conglomerate and operating head of Bluebird and newly created Traxis Financial. In 2006, Mr. Horne was employed by Traxis Group with job title of Chief Restructuring Officer with duties to acquire the three companies that formed the Traxis Group, built business and financial infrastructure and created the financial company Traxis Financial.  In 2005, Mr. Horne worked for Cerberus Capital as Restructuring Consu ltant with duties to restructure acquired automotive companies by Cerberus and perform multiple due diligences on potential automotive acquisitions. From 2000-2004 Mr. Horne held senior executive financial roles at Visteon Corporation including:


-

North American Financial Controller of Operations (2004)

-

Worldwide Financial Controller of Manufacturing & Material Management (2003)

-

Worldwide Financial Controller of Material Management (2001-2002)

-

Financial Controller of Chassis Division (2000-2001)

Mr. Horne holds a Bachelor of Business Administration and a Master of Business Administration in Finance from University of Notre Dame

During the interim period between Mr. Bingham’s resignation and Mr. Horne’s reporting for work our CEO, George Sharp, will be our acting CFO and Principal Accounting Officer.





ITEM 7.01     REGULATION FD DISCLOSURE.


We issued a press release announcing that we signed a Letter Agreement to acquire Carbon Green NA, Inc.  The press release is attached as Exhibit 99.1.


We issued a press release announcing that Michael Horne is our new CFO.  The press release is attached as Exhibit 99.2.


ITEM 8.01     OTHER EVENTS.


Our new stock trading symbol is OTCBB:  “HGCO” reflecting our new name of Hunt Global Resources, Inc.




ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.


(d)     Exhibits


Exhibit No.

 

Description

 

 

 

10.1

 

Letter Agreement about Carbon Green NA, Inc.

 

 

 

99.1

 

Press release announcing that we signed a Letter Agreement to acquire Carbon Green NA, Inc.

 

 

 

99.2

 

Press release announcing that Michael Horne is our new CFO.






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.



HUNT GLOBAL RESOURCES, INC.


February 10, 2011

By: /s/George T. Sharp                    

George T. Sharp

Chief Executive Officer






EXHIBIT INDEX


Exhibit No.

 

Description

 

 

 

10.1

 

Letter Agreement about Carbon Green NA, Inc.

 

 

 

99.1

 

Press release announcing that we signed a Letter Agreement to acquire Carbon Green NA, Inc.

 

 

 

99.2

 

Press release announcing that Michael Horne is our new CFO.





EX-10.1 2 exh10_1.htm Exhibit 10.1

Exhibit 10.1

LETTER OF AGREEMENT

February 7, 2011

To:

Certain shareholders (“Vendors”) of Carbon Green NA, Inc. represented by their agent (“Agent”), Peter Jensen, Esq.

Re:

Purchase of all of the issued and outstanding securities (the “Securities”)
owned by the Vendors in the capital of Carbon Green NA, Inc.

The following sets out the basic terms upon which Hunt Global Resources Inc. would be prepared to purchase the Securities.  The terms are not comprehensive and additional terms, including reasonable warranties and representations, will be incorporated into a formal agreement (the “Formal Agreement”) with the Vendors to be completed.  The basic terms are as follows:

1.

Purchaser:  Hunt Global Resources Inc. (the “Purchaser”).

2.

Target:  Carbon Green NA, Inc. (the “Target”).

3.

Securities:  The Purchaser agrees to purchase from the Vendors, and the Vendors, by their Agent, agree to sell, assign and transfer to the Purchaser, the Securities free and clear of all liens, charges and encumbrances.  The Purchaser agrees to effect purchases from the Vendors and to make offers to the remaining shareholders of the Target employing common shares (“Purchaser Common Shares”), Series A Preferred Stock (“Purchaser Series A”) and/or Series B Preferred Stock (“Purchaser Series B”) (collectively “Consideration Shares”) of the Purchaser and Purchaser Series A and Series B warrants (“Consideration Warrants”) being five year Purchaser warrants exercisable commencing completion of the first commercial tire recycling plant after acquisition. The Vendors own an aggregate 94,500,000 common shares (“Vendor Common Stock 48;), 2,500,000 Series A preferred stock (“Vendor Series A”)* and 10,000,000 Series B preferred stock (“Vendor Series B”) of the Target representing not less than 85% of the Target’s issued and outstanding common stock and 100% of the Target’s issued and outstanding Series A stock and Series B stock (collectively “Securities”) on the date hereof.  The aggregate consideration to purchase all the Vendor Securities by the Purchaser shall be (in the proportion to be instructed by the Agent):

(a)

30,567,246 Purchaser Common Shares;

(b)

125,000 Purchaser Series A;

(c)

125,000 Purchaser Series B;

(d)

24,000 Purchaser Series A Warrants exercisable at $208 per Purchaser Series A share for the Vendor Series A; and

(e)

40,300 Purchaser Series B Warrants exercisable at $248 per Purchaser Series B share for the Vendor Series B.

The Purchaser also warrants, on or before or after Closing or at any time after 90 days from Closing, to make the same offer, mutatis mutandis, to any shareholders of the Target which are not represented by this Agreement or been named herein with the intent that the Target shall be a wholly owned subsidiary.  The Vendors warrant that the additional offers, except for additional finance agreed by the Purchaser, shall not exceed fifteen percent (15%) of the foregoing amount of Vendor Common Stock.

4.

Transaction:  The Purchaser, the Target and the Vendors will enter into a business combination whereby the Purchaser will purchase all of the Securities of the Target shareholders in accordance with the above formula and including replacement of warrants and options on the like ratio if they haven’t been capitalized (the “Acquisition”).  Upon consummation of the Acquisition, the Target will become a controlled or wholly-owned subsidiary of the Purchaser.  The Acquisition will be completed pursuant to available exemptions from the Securities Act of 1933 and any other applicable securities legislation.  

5.

Funding Commitment:

The Purchaser agrees that part of the consideration for the Vendors to agree to sell the Securities is the Agreement of the Purchaser to use best efforts to raise funds sufficient to build not less than ten (10) Target tire recycling (pyrolysis)  plants in North America during the next five years.

6.

Board Appointment:

At Closing the Purchaser shall, subject to request of the Vendors, appoint two persons nominated by the Vendors to the Purchaser’s board of directors.





7.

Structure:  In order to facilitate the Acquisition, the Purchaser, the Target and the Vendors agree that each will use their best efforts to complete the Acquisition in such manner as to:

(a)

comply with all necessary legal and regulatory requirements;

(b)

minimize or eliminate any adverse tax consequences; and

(c)

be as cost effective as possible.

8.

Access to Information:  The parties hereto agree that immediately upon execution of this Letter of Agreement:

(a)

the Purchaser and its respective advisors will have full access during normal business hours to, or the Vendors will deliver to the Purchaser, copies of all documents pertaining to the operations of the Target; and

(b)

the Vendors and its respective advisors will have full access during normal business hours to, or the Purchaser will deliver to the Vendors, copies of all documents pertaining to the operations of the Purchaser.

9.

Return of Materials:  Each of the parties agrees to return or destroy any materials delivered in accordance with Section 8 of this Letter of Agreement if the Formal Agreement is not executed within the time provided.

10.

Condition(s) Precedent for the Purchaser:  The obligation of the Purchaser to proceed with the Acquisition will be subject to satisfaction or written waiver by the Purchaser of the following condition(s) (the “Conditions Precedent”) upon the day of execution and delivery of the Formal Agreement or as otherwise set forth in the Formal Agreement:

(a)

review and approval of all materials in the possession and control of the Target and the Vendors which are germane to the decision to proceed with the Acquisition;

(b)

the Schedule “A” memorandum disclosure being substantially accurate;

(c)

the Purchaser and its solicitors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the solicitors and the Purchaser are satisfied with the results of such due diligence;

(d)

the Purchaser and its accountant having had a reasonable opportunity to review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of the Target, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with the United States Public Company Accounting Oversight Board, and that both the Purchaser and its accountant are satisfied with the content of such financial statements;

(e)

satisfactory arrangements being made to hire the personnel necessary to operate the business of the Target including the Target entering into an executive management contract with the present management of the Target on the same terms as the existing management agreements;

(f)

the Purchaser, the Vendors or the Target obtaining the consent from any parties from whom consent to the Acquisition is required;

(g)

no material adverse change having occurred in connection with the business of the Target or the Securities;

(h)

no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in this Letter of Agreement; and

(i)

approval of the Board of Directors of the Purchaser being obtained.

It would be the expectation of the Purchaser that many of the Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.





11.

Conditions Precedent for the Vendors:  The obligation of the Vendors to proceed with the Acquisition will be subject to satisfaction or written waiver by the Vendors of the following condition(s) (the “Vendors’s Conditions Precedent”) within 30 days after execution and delivery of the Formal Agreement:

(a)

review and approval of all materials in the possession and control of the Purchaser which are germane to the decision to proceed with the Acquisition;

(b)

the Vendors and its solicitors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the Vendors and its solicitors are satisfied with the results of such due diligence;

(c)

the Vendors and its accountant having had a reasonable opportunity to review the financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of the Purchaser, prepared in accordance with generally accepted accounting principles and that both the Vendors and its accountant are satisfied with the content of such financial statements; and

(d)

no material adverse change having occurred in connection with the business of the Purchaser.

It would be the expectation of the Vendors that many of the Vendors’s Conditions Precedent will be narrowed or eliminated altogether as the Vendors completes its due diligence and the Formal Agreement and schedules thereto are finalized.

12.

Closing:  The closing (the “Closing”) of the transactions contemplated by this Letter of Agreement, unless otherwise agreed to by the parties hereto, will occur not later than February 28, 2011 unless extended by the Parties.  At the Closing, the Vendors will transfer the Securities to the Purchaser free from any outstanding liens, charges, claims or encumbrances and execute all such documents as the Purchaser’s solicitors may require in order to effect such transfer.  The Closing may take place by exchange of the appropriate solicitor’s undertakings, which will involve each party’s solicitors delivering to his or her counterpart all required consideration and documentation, to be held in trust and not released until all such consideration and documentation has been executed and delivered to the Purchaser.

13.

Confidentiality:  Except as and to the extent required by law, the Purchaser will not disclose or use, and will direct its representatives not to disclose or use to the detriment of the Vendors or the Target, any Confidential Information (as defined below) with respect to the Target furnished, or to be furnished, by either the Vendors, the Target, or their respective representatives to the Purchaser or its representatives at any time or in any manner other than in connection with its evaluation of the transaction proposed in this Letter of Agreement.  For purposes of this paragraph, "Confidential Information" means any information about the Target stamped "confidential" or identified in writing as such to the Purchaser by the Vendors promptly following its disclosure, unless (i) such information is already known to the Purchaser or its representatives or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of the Purchaser or its representatives, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Acquisition, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.  Upon the written request of the Vendors, the Purchaser will promptly return to the Vendors or the Target or destroy any Confidential Information in its possession and certify in writing to the Vendors that it has done so.

14.

Disclosure:  Except as and to the extent required by law, without the prior written consent of the other party, neither the Purchaser, the Vendors, nor the Target will, and each will direct its representatives not to make, directly or indirectly, any public comment, statement, or communication with respect to, or otherwise to disclose or to permit the disclosure of the existence of discussions regarding, a possible transaction between the parties or any of the terms, conditions, or other aspects of the transaction proposed in this Letter of Agreement.  If a party is required by law to make any such disclosure, it must first provide to the other party the content of the proposed disclosure, the reasons that such disclosure is required by law, and the time and place that the disclosure will be made.

15.

Costs:  The Purchaser, the Target and the Vendors will be responsible for and bear all of their own costs and expenses (including any broker's or finder's fees and the expenses of its representatives) incurred at any time in connection with pursuing or consummating the Acquisition.

16.

Purchase and Sale Agreement:  Upon execution of this Letter of Agreement, the Vendor will arrange for the preparation of a draft of the Formal Agreement for the Purchaser’s review.





17.

Good Faith Negotiations:  Each of the Purchaser and the Vendors will act honestly, diligently and in good faith in their respective endeavors to negotiate, settle and execute the Formal Agreement within 15 days following the execution of this Letter of Agreement.

18.

Standstill Agreement:  Following the execution of this Letter of Agreement and until the Closing, the Vendors will not, directly or indirectly, purchase or sell any Securities.

19.

Binding Agreement:  This Letter of Agreement creates a binding contract and the Parties will effect good faith, reasonable best efforts and due diligence to complete and execute the Formal Agreement.

20.

Proper Law:  This Letter of Agreement will be governed by and construed in accordance with the laws of Texas and the parties hereby exclusively attorn to the jurisdiction of the Courts of competent jurisdiction of Texas in any proceeding hereunder.

[The remainder of this page purposely left blank]





21.

Counterparts and Electronic Means:  This Letter of Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.  Delivery to us of an executed copy of this Letter of Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery to us of this Letter of Agreement as of the date of successful transmission to us.

Acceptance:  If you are agreeable to the foregoing terms, please sign and return a duplicate copy of this Letter of Agreement by no later than by 5:00 p.m. on February 7, 2011.  Facsimile is acceptable.


Yours truly,

Hunt Global Resources Inc.



Per:

/s/ George T. Sharp

 

/s/ Jewel Hunt

Name:

George Sharp

 

Jewel Hunt

Title:

Chief Executive Officer

 

Chairman



The above terms are accepted by the Vendors this 7th day of February, 2011.


/s/ Peter Jensen  

Peter Jensen, Agent




SCHEDULE “A”


TO:

 

George Sharp

 

 

 

FROM:

 

Peter Jensen

 

 

 

DATE:

 

February 4, 2011

 

 

 

RE:

 

Carbon Green NA Business Status on Share Swap with Hunt Global Resources


George;



Upon a share swap with Hunt being closed the structure of the business will look substantially as follows:


(a)

Hunt, a Colorado company, will own CGNA, a Colorado private company

(b)

CGNA will own all IP and all assets, including the Cyprus plant and all patents associated with the IP.

(c)

CGNA has license agreements for the territories of Asia Pacific/Mid-East+Africa, South America, and Europe which Hunt Global Resources Inc. shall continue to honor.

(d)

Hunt shall receive the following consideration from the Licensees:


(i)

For Asia Pacific/Mid-East+Africa $20 million license fee payable on or before Dec. 31, 2011.  Royalty of $20 per tonne of waste rubber processed and the right to build plants.  Term of 30 years with 20 year renewal for $20 million

(ii)

For South America $20 million license fee payable on or before completion of first plant.  Royalty of $20 per tonne waste rubber processed and the right to build plants.  Term of 30 years with 20 year renewal for $20 million

(iii)

For Europe five year option for $10 million option fee payable as to $2 million annually in arrears.  $10 million on exercise.  Royalty of $20 per tonne waste rubber processed and the right to build plants.  Cyprus plant excluded. Term of 30 years with 20 year renewal for $20 million


So Hunt Global can expect to acquire with acquisition of CGNA:


1.

All world-wide IP;

2.

Cyprus plant and feed-in territory

3.

The benefit of $80,000,000 of research, development and Cyprus plant construction over the last seven years to achieve unique EU recognized patented tire recycling technology

4.

North America and Central America exclusive operational area.  Pro-forma economic statements have previously been provided for a ten plant US operation in the next five years

5.

$2,000,000 per year for five years for the Europe Option

6.

$40,000,000 in near/mid- term (by Dec. 31, 2011 for Asia and on first plant for South America) license initiation fees for Asia-Pacific/Mid-East and South America plus $10,000,000 for Europe exercise failing which licenses fall and the territories revert to CGNA

7.

The right to supply and build plants in the license territories

8.

$20 per tonne of processed waste rubber ($900,000 per year for a 45,000 tonne plant) for licensed plants





EX-99.1 3 exh99_1.htm Exhibit 99.1

Exhibit 99.1


Hunt Global Resources, Inc. Signs Letter of Agreement To Acquire Carbon Green NA, Inc.


Feb. 9, 2011 (Business Wire) -- Hunt Global Resources Inc. (OTCBB: HGCO) announced today that it signed a binding Letter of Agreement with the majority shareholders (representing not less than 85%) of Carbon Green NA, Inc. the holder of Carbon Green assets that include an operating tire recycling plant, license agreements and worldwide patents for the only proven method of recycling 100% of scrap tires with a near zero carbon footprint.

"We are extremely delighted to make this announcement,” said George T. Sharp, CEO of Hunt Global Resources, Inc. “This acquisition fits in with our long term strategy to expand our position in the marketplace by providing a wide range of sustainable green technologies.

In recent months we have worked with the Carbon Green people to develop a low NOx fuel oil (derived from Carbon Green’s tire recycling process) to achieve a renewable fuel that is cleaner burning and has a higher BTU than traditional fuel oils that are on the market today.

The Carbon Green system was created during a 5-year span of developing, testing, patenting and building a fully operational system that breaks-down, separates and recycles 100% of scrap tires into reusable materials. We plan to build 10 plants in the United States, during the next 5 years, to address the growing environmental problems caused by hundreds-of-millions of waste tires that end up in landfills and are polluting our environment by being burned as industrial fuel," Mr. Sharp concluded.

The transaction will allow Hunt Global Resources, Inc. to take possession of Carbon Green NA. Inc.’s 189 worldwide patents and its operating plant located in the nation of Cyprus, which is currently the world’s largest commercially operating pyrolysis plant.

Hunt will also assume existing license agreements that call for Hunt to receive $2 million dollars per year for 5-years beginning this year from licensees (who would otherwise forfeit licenses), and additional royalties projected to be $60 million by year end 2011, if sales and construction goals are met by licensees.

“We are very pleased to become an affiliate of Hunt Global Resources, Inc which will enable Carbon Green NA, Inc. to move to a very important next level, that being the planned roll out of plants throughout North America,” stated John Novak CEO of Carbon Green NA Inc. “I believe that this affiliation joins the strengths of Hunt Global Resources, Inc. and their cutting edge technology in biofuels coupled with Carbon Green NA, Inc.’s leading tire recycling technology, will allow us to construct and operate each $50 million plant successfully”.

Upon completion of the transaction, Carbon Green NA, Inc. will become an 85% owned subsidiary of Hunt Global Resources, Inc. The parties have agreed to close the transaction on or before February 28, 2011, upon completion of definitive contracts. Hunt will endeavor to acquire the remaining 15% of Carbon Green NA, Inc.

About Hunt Global Resources, Inc.

Hunt Global Resources, Inc. (OTCBB: HGCO) is a natural resource company focusing on specialty sands as well as the production of cleaner burning industrial oil technologies and renewable energy. The Company’s current holdings include the mining rights to 350 acres containing high-grade sand and gravel deposits. The site contains approximately 41 million tons of sand, with over 50% earmarked for frac sand. Additionally, the Company’s holdings include a state-of-the-art 40 million gallon industrial biofuels manufacturing plant located near the Houston ship channel, uniquely positioned with proprietary technology for providing biofuel for the industrial boiler, maritime, heating oil and power generation sectors. The Company plans to utilize the plant’s excess resources and capacity to support a frac sand resin coating operation.

For more information please visit: www.huntglobalresources.com.




About Carbon Green NA, Inc.

Carbon Green NA, Inc. is a world leading tire recycling company able to profitably recycle 100% of used tires back into valuable end products which can be reused in manufacturing new tires and creating an oil based feedstock that can be turned into a cleaner burning fuel oil. This revolutionary technology can change how governments and industry handle the disposal of the over ten billion tires stockpiled around the world. From its commercial-scale plant in the nation of Cyprus, Carbon Green NA, Inc. is converting the by-products of tire pyrolysis into recovered steel, a #2 diesel equivalent oil which can also be employed to generate green electricity, a nano-particle compound known as Carbon Green (which is a European Union accredited and tire industry-tested and accepted competitive substitute for commercial carbon black) and a cleanburning gas that can be used to provide power to the Companys processing plant and/or sold for carbon credits, leaving no waste and a positive environmental contribution. For more information please visit our website at www.carbongreennainc.com.

Notice Regarding Forward-Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual r esults could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Contact:

PR Financial Marketing, LLC

For Hunt Global Resources, Inc.

Investor Relations

Jim Blackman, 713-256-0369

Jim@prfmonline.com




EX-99.2 4 exh99_2.htm Exhibit 99.2

Exhibit 99.2


Hunt Global Resources, Inc. Announces Michael Horne as New CFO

HOUSTON--(BUSINESS WIRE)-- Hunt Global Resources Inc. (OTCBB: “HGCO”) announced today that it has appointed Michael Horne as CFO, effective March 1, 2011.

Mr. Horne has over 30 years experience in financial manufacturing controls and processes including CFO of Traxis Group (a billion dollar transportation entity) and as COO of Bluebird School Bus. Mr. Horne held a senior executive financial position overseeing a multi-billion dollar organization within Visteon Corporation and a senior financial position early in his career within Ford Motor Company. He brings extensive M&A experience from his years at Cerberus Capital. Prior to joining Hunt, Mr. Horne was an advisory consultant to Carbon Green Inc., where he provided oversight of the day-to-day operations, financial reporting and capital funding services. Mr. Horne holds a Bachelors & Master of Business Administration in Finance from the University of Notre Dame.

“We are pleased to take another step in strengthening Hunt Global Resources’ executive management,” said George Sharp, CEO of Hunt Global Resources Inc. “Today’s announcement comes on the coattails of the announcement we made yesterday between Hunt Global & Carbon Green NA. Michael joins us directly from Carbon Green, Inc. and brings with him the critical knowledge & experience to help position Hunt as a worldwide leader in natural resources & recycled scrap tire technologies. I’m confident that the management team we’re assembling possesses everything it will take to elevate Hunt Global to the next level.”

About Hunt Global Resources, Inc.

Hunt Global Resources, Inc. (OTCBB:  HGCO.OB) is a natural resource company focusing on specialty sands as well as the production of cleaner burning industrial oil technologies and renewable energy. The Company’s current holdings include the mining rights to 350 acres containing high-grade sand and gravel deposits. The site contains approximately 41 million tons of sand, with over 50% earmarked for frac sand. Additionally, the Company’s holdings include a state-of-the-art 40 million gallon industrial biofuels manufacturing plant located near the Houston ship channel, uniquely positioned with proprietary technology for providing biofuel for the industrial boiler, maritime, heating oil and power generation sectors. The Company plans to utilize the plant’s excess resources and capacity to support a frac sand resin coating operation.

For more information please visit: .

Notice Regarding Forward-Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual r esults could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Contact:


PR Financial Marketing, LLC for Hunt Global Resources Inc.
Investor Relations
Jim Blackman, 713-256-0369
Jim@prfmonline


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