DANVILLE, CA / ACCESSWIRE / March 27, 2017 / PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE MKT: PED) reported today its year end results for 2016.

Over the year ended December 31, 2016, the Company acquired interests in 8 additional D-J Basin wells in Weld County, Colorado, increasing its interests from 53 wells (gross) at the end of 2015 to 61 wells (gross) at the end of 2016, and the Company generated $4 million in gross oil and gas revenue from the production and sale of 121,058 BOE (barrels of oil equivalent), while reducing total operating expenses by over $6.4 million during 2016. In addition, in May 2016 the Company successfully closed a new $25.96 million delayed draw term loan facility and restructured its senior debt, capitalizing all accrued and unpaid interest under its previous senior debt and extending its maturity to June 2019, with no payments due until after the new loan facility has been paid off, and with no monthly interest payments due under the new facility.

The Company recently entered into a non-binding letter of intent with an investor who has expressed an interest in funding the development of the Company’s oil and gas assets and restructuring the Company’s debt. The Company is currently in the process of presenting the proposed terms to its senior lenders for consideration and approval to move forward. The letter of intent contemplates the negotiation and preparation of final deal documents and is currently non-binding on the parties. As such, we may not complete the transactions contemplated by the non-binding letter of intent. While the Company continues to pursue the previously-announced acquisition of GOM Holdings, LLC (GOM), which has been delayed due to the parent company of GOM entering into Bankruptcy and GOM’s assets being subject thereto, the Company is also actively pursuing multiple alternative transactions with a number of third parties and the Company’s senior lenders, which potential transactions contemplate the acquisition of oil and gas assets by the Company in exchange for equity and/or an infusion of equity capital, coupled with the reduction or complete discharge of Company debt through conversion of such debt into Company equity or satisfaction of the debt through payment of funds raised in an equity fundraising transaction, in each case with the debt being converted or being discharged on a discounted basis.

Mr. Michael Peterson, the President and Chief Executive Officer of the Company, commented, “We are very pleased with our year-end results, which demonstrate our ability to continue to drive our costs lower while generating consistent production. We are encouraged by the interest of investors in the potential of our assets and will review our most recently received offer, and other offers we may receive, and seek to move forward as quickly as we can. With our May 2016 financing and debt restructuring in place, we believe we are in an enviable position among small-cap oil and gas development companies, as we now have a run-way to seek acquisitions and other transactions that may increase our asset base, build cash flow and be accretive to our shareholders.”

In addition, today the Company announced a 1-for-10 reverse split of its common stock, effective as of April 7, 2017. It is anticipated that on April 10, 2017, the Company’s common stock will trade on the NYSE MKT on a split adjusted basis. As previously disclosed by the Company, a reverse stock split was required to be completed by the Company no later than May 3, 2017 in order to continue the listing of the Company’s common stock on the NYSE MKT.

At the Company’s annual meeting of stockholders on December 28, 2016, the Company’s stockholders authorized the Board of Directors to amend the Company’s Certificate of Formation to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-10. The Company’s Board of Directors determined to set the ratio at 1-for-10 for a variety of reasons, including because such ratio was requested by the potential investor in the non-binding letter of intent the Company recently entered into as described above.

Upon effectiveness, the reverse stock split will cause a reduction in the number of shares of common stock outstanding and issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of its outstanding stock options and warrants in a ratio of 1-for-10 and will cause a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants. The number of shares of common stock issuable upon exercise or vesting of outstanding stock options and warrants will be rounded up to the nearest whole share.

The Company’s common stock will continue to trade on the NYSE MKT under the symbol “PED.” The new CUSIP number for the common stock following the reverse stock split is 70532Y 303.

The number of authorized shares of the Company’s common stock will remain at 200,000,000, while the number of outstanding shares will be reduced from approximately 54.9 million to 5.49 million. No fractional shares will be issued following the reverse stock split.

Registered stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, you may, but are not required to, contact our transfer agent, First American Stock Transfer, Inc., at (602) 759-5510, regarding the procedure for exchanging those certificates for new certificates representing the post-split number of shares. No new certificates will be issued to a stockholder until or unless such stockholder has surrendered the pre-split certificate(s) together with such information, fees and documentation as the transfer agent may require.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2016, a copy of which is also available at www.sec.gov or at www.pedevco.com under the SEC Filings tab located on the Investors page.

In addition, the Company announced that pursuant to the disclosure requirements of NYSE MKT Company Guide Section 610(b), its audited consolidated financial statements for the year ended December 31, 2016, which were filed with the Securities and Exchange Commission on March 27, 2017, contained an audit opinion from its independent registered public accounting firm that includes an explanatory paragraph related to the Company’s ability to continue as a going concern. This announcement does not represent any change or amendment to the Company’s audited consolidated financial statements for the year ended December 31, 2016.

About Pacific Energy Development (PEDEVCO Corp.)

PEDEVCO Corp, d/b/a Pacific Energy Development (NYSE MKT: PED), is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects, including shale oil and gas assets, in the United States. The Company’s principal asset is its D-J Basin Asset located in the D-J Basin in Weld County, Colorado. Pacific Energy Development is headquartered in Danville, California, with an operations office in Houston, Texas.

Cautionary Statement Regarding Forward-Looking Statements

All statements in this press release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “believes,” “hopes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Risk Factors”. The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements, except as otherwise required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. Readers are also urged to carefully review and consider the other various disclosures in the Company’s public filings with the Securities Exchange Commission (SEC).

Contact:

Pacific Energy Development
1-855-733-3826
PR@pacificenergydevelopment.com

SOURCE: PEDEVCO Corp.

ReleaseID: 458267

NEW YORK, NY / ACCESSWIRE / March 27, 2017 / Juan Monteverde, founder and managing partner at Monteverde & Associates PC, a boutique securities firm headquartered at the Empire State Building in New York City, announces that class action lawsuits have been filed in the U.S. District Court for the Eastern District of Wisconsin against Roadrunner Transportation Systems, Inc. (NYSE: RRTS) (“Roadrunner” or the “Company”) on behalf of purchasers of the Company’s securities between May 8, 2014 and January 30, 2017, inclusive (the “Class Period”).

The class action cases allege that the Company and its executives violated federal securities laws by failing to maintain proper accounting procedures, which came to light on January 30, 2017. The errors include unrecorded expenses from unreconciled balance sheet accounts, including cash, driver and other receivables, and linehaul and other driver payables. The Company anticipates prior period adjustments to results of operations of between $20 million and $25 million.

Mr. Monteverde is admitted to appear before the Eastern District of Wisconsin and would like to personally discuss with you how to potentially recover your monetary losses, if incurred during the Class Period.

Click here for more information: http://monteverdelaw.com/securities/. It is free and there is no cost or obligation to you.

If you wish to serve as lead plaintiff, you must move the Court no later than April 3, 2017. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

Monteverde & Associates PC is a boutique class action securities and consumer litigation law firm committed that has recovered millions of dollars and is committed to protecting shareholders and consumers from corporate wrongdoing. Monteverde & Associates PC lawyers have significant experience litigating Mergers & Acquisitions and Securities Class Actions, whereby they protect investors by recovering money and remedying corporate misconduct.

Contact:

Juan E. Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. 59th Floor
New York, NY 10118
United States of America
jmonteverde@monteverdelaw.com
Tel: (212) 971-1341

Attorney Advertising. (C) 2017 Monteverde & Associates PC. Prior results do not guarantee a similar outcome with respect to any future matter.

SOURCE: Monteverde & Associates PC

ReleaseID: 458268

INDIANAPOLIS, IN / ACCESSWIRE / March 27, 2017 / Noble Roman’s, Inc. (OTCQB: NROM), the Indianapolis based franchisor and licensor of Noble Roman’s Pizza, today reviewed the results to date of the company’s new “Craft Pizza & Pub,” announced results for the year 2016 and the quarterly period ended December 31, 2016, and reviewed the company’s strategic direction.

Craft Pizza & Pub

The first unit of its new generation, stand-alone pizzerias, known as Noble Roman’s Craft Pizza & Pub, continues to exceed management pre-opening expectations by over 50%. During its first full calendar month of operation in February, net sales were in excess of $150,000, with an operating margin of over 33%. With current trends, March net sales are expected to exceed $160,000. According to Scott Mobley, President & CEO of Noble Roman’s, “Even though, after 8 weeks of operation, the unit may still be considered in its honeymoon phase, sales and margins continue to run consistently higher than forecasted, and we are obviously greatly pleased with the results.”

The Noble Roman’s Craft Pizza & Pub opened in 4,000 square feet of the newly constructed Monon Marketplace on Main Street/Highway 32 across from Grand Park in Westfield, Indiana, a prosperous and growing community on the northwest side of Indianapolis. The pizzeria concept has a hint of nostalgia with a modern flair and substantial new innovations. Noble Roman’s Craft Pizza & Pub harkens back to the company’s early history when it was known simply as “Pizza Pub.” Like then, for fast and efficient service that is easy to staff and manage, ordering takes place at the counter and food runners deliver orders to the dining room for dine-in guests. Noble Roman’s Craft Pizza & Pub features many exciting enhancements over the current competitive landscape. As the name implies, the restaurant features two styles of hand-crafted, made-from-scratch pizzas, with a selection of 40 different toppings, cheeses, and sauces from which to choose. Beer and wine is also featured, with 16 different beers on tap, including both national and local craft selections. Wines include 16 high quality, affordably priced options by the bottle or glass in a range of varietals. Beer and wine service is provided at the bar and throughout the dining room.

The pizza offerings feature Noble Roman’s traditional hand-crafted thinner crust, as well as its signature deep-dish Sicilian crust. New technology and extensive R&D are bringing amazingly fast cook times, with oven speeds running only 2.5 minutes for traditional pies and 5.75 minutes for Sicilian pies. And not just individual pizzas, as with the more menu-limited fast casual chains, but medium and full-sized large pizzas as well – an essential component, the company believes, to offer that full-fledged pizzeria experience where dinnertime meals are a shared experience. Traditional pizza favorites, such as pepperoni, are obvious options on the menu, but also offered is a fun selection of original creations, such as “Pig in the Apple Tree,” a pizza featuring bacon, diced apples, candied walnuts, and gorgonzola cheese. The menu also features a selection of contemporary and fresh, made-to-order salads, such as “Avocado Chicken Caesar,” and fresh-cooked pasta like “Chicken Fettuccine Alfredo.” Baked subs, hand-sauced wings, a selection of desserts and, of course, Noble Roman’s famous Breadsticks with Spicy Cheese Sauce also make the menu.

Additional enhancements include a glass enclosed “Dough Room,” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view. Also in the dining room is a “Dusting & Drizzle Station,” where guests can customize their pizzas after they are baked with a variety of toppings and drizzles, such as rosemary infused olive oil, honey, and Italian spices. Kids and adults alike enjoy Noble Roman’s root beer tap, which is also part of a special menu for customers 12 and younger. Throughout the dining room and the bar area are thirteen large and giant screen TV monitors for sports and the nostalgic black and white shorts featured in Noble Roman’s earlier days.

As Scott Mobley previously stated, “Noble Roman’s Craft Pizza & Pub is the most exciting development for the company since it pioneered the non-traditional pizza venue. This stand-alone pizzeria concept is the culmination of some of the best of our history combined with all-new, leading edge technology and recipes to produce what we think will be a terrific growth vehicle for the future.”

Financial Results for the Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Operating income from continuing operations was $3.1 million, or $.15 per basic share, compared to $2.9 million, or $.14 per basic share. EBITDA was $3.2 million, compared to $3.0 million.
Net income from continuing operations before taxes was $1.3 million, or $0.06 per basic share, for both 2016 and 2015. However, interest expense was $593,000 in 2016, compared to $186,000 in 2015 due to additional borrowing at a higher rate.
Loss on discontinued operations in 2016 was $1.7 million, compared to $35,000 in 2015. The loss on discontinued operations in 2016 was the result of the company discontinuing the stand-alone take-n-bake venue and charging off all assets related thereto. The company believes losses on discontinued operations have now been recorded and further expenses related to discontinued operations will be minimal, if any.
Net loss was $871,000, or $0.04 per basic share, compared to a net income of $786,000, or $0.04 per basic share. The net loss for 2016 was a result of a $1.1 million adjustment to the valuation of receivables, including the Heyser case, a one-time $1.7 million loss on discontinued operations from discontinuing the stand-alone take-n-bake venue as described above and a $44,000 change in fair value of derivatives.
In 2016, the operating margin was 39.3% of revenue compared to 38.0%.
Total revenue was $7.8 million compared to $7.7 million.
Upfront franchisee fees and commissions were $299,000 compared to $228,000. The increase in upfront fees was the result of selling more non-traditional franchises.
Royalties and fees less upfront fees were $7.1 million compared to $7.2 million. The decrease was a result of the decrease in stand-alone take-n-bake revenue mostly offset by the increase in royalties and fees from non-traditional locations and the increase in royalties and fees from the grocery store take-n-bake.
Royalties and fees from non-traditional franchises other than grocery stores were $4.4 million for both years, however there was a slight increase in 2016.
Royalties and fees from grocery store take-n-bake locations were $2.1 million compared to $1.9 million.
Royalties and fees from stand-alone take-n-bake locations were $318,000 compared to $707,000. The reason for this decrease was the decision to discontinue the stand-alone take-n-bake venue.
Royalties and fees from traditional locations were $238,000 compared to $265,000. This is a result of losing two of the older franchises during the second quarter of 2015, mostly offset by same store sales increases. These fees are expected to grow significantly in 2017 as a result of the company’s new Craft Pizza & Pub locations.

Financial Results for Fourth Quarter 2016 Compared to Fourth Quarter 2015

Operating income was $679,000 compared to $634,000.
Net loss before taxes from continuing operations was $42,000 compared to net income of $15,000. Interest expense was $324,000 compared to $48,000. Adjustment for valuation of receivables, including the Heysesr case, was $353,000 compared to $380,000. The company will pay no income taxes on approximately the next $23 million in net income.
Net loss was $260,000 for 2016, compared to net income of $25,000 for 2015. The reason for the net loss in the quarter ended December 31, 2016 was a valuation allowance of $353,000 related to receivables including the Heyser case, $35,000 loss on discontinued operations from discontinuing the stand-alone take-n-bake venue, and $44,000 from a change in fair value of derivatives.
Total revenue was $2.1 million for the fourth quarter 2016, compared to $1.9 million for 2015.
Upfront franchisee fees and commissions were $78,000 compared to $16,000. The increase in upfront fees was the result of selling more non-traditional franchises.
Royalties and fees less upfront fees were $1.7 million compared to $1.8 million. The reason for the decrease was the decrease in revenue from the stand-alone take-n-bake venue as a result of that venue being discontinued which offset the modest gains in the other venues.
Royalties and fees from non-traditional franchises other than grocery stores were $1.1 million in both the quarter ended December 31, 2016 and 2015.
Royalties and fees from grocery store take-n-bake locations were $551,000 compared to $532,000.
Royalties and fees from stand-alone take-n-bake locations were $42,000 compared to $151,000. This decrease was the result of discontinuing the stand-alone take-n-bake venue.
Royalties and fees from traditional locations were $58,000 compared to $64,000. As previously discussed, this decrease was the result of two fewer franchised locations operating. This revenue source is expected to grow significantly in 2017 as a result of the new Craft Pizza & Pub locations.
Operating margin was 32.4% compared to 33.5%. This slight decrease was a result of a higher percentage of total revenue coming from restaurant sales as opposed to fee income.

Balance Sheet Summary

Current assets totaled $4.6 million and current liabilities totaled $2.1 million as of December 31, 2016, compared to total current assets of $4.3 million and current liabilities of $1.4 million as of December 31, 2015. Total debt was $5.5 million as of December 31, 2016, compared to $2.7 million as of December 31, 2015. Total stockholders’ equity as of December 31, 2016 was $14 million, compared to $14.9 million as of December 31, 2015.

Strategic Review

The company continues to focus its growth strategy in two general areas: (1) non-traditional locations in host businesses, such as convenience stores, entertainment facilities, and grocery deli departments, and (2) franchised stand-alone restaurant locations. In discussing the company’s strategic priorities, Scott Mobley stated, “In 2016, as CEO, my evaluation of the company’s strategic opportunities for growth indicated that the stand-alone venue will have the most significant and dependable long-term revenue and growth potential. Although more mature and staid, with our efforts to update and modernize our product and trade dress, I believe the non-traditional venue also offers significant additional potential for long term growth, as well. Our objective is to continue to capture available opportunities in the grocery take-n-bake venue while developing and expanding the non-traditional venue generally. At the same time, we are working hard to begin capitalizing on the strong, longer-term opportunities in the stand-alone venue represented by Craft Pizza & Pub.”

As discussed previously, during 2015 and 2016 the company developed and tested new products, services, and systems in its stand-alone venue, resulting in the opening of the first Noble Roman’s Craft Pizza & Pub at the end of January 2017. The company believes these efforts will further capitalize on the brand’s name recognition, history, and product strengths. Along with this, the company also believes it is extremely important in 2017 and 2018 to develop two to three additional Craft Pizza & Pub units to be company owned and operated to serve as a show case for prospective franchisees and to serve as a catalyst for growth in the venue. Concurrent with the development of two or more additional corporately operated locations, the company anticipates initiating franchise development of additional units, as well.

Starting in October 2016 and finishing in 2017, the company completed a private placement of convertible notes with attached warrants for $2.4 million. The private placement was accomplished by selling 48 units with each unit consisting of: 1) a convertible subordinated note for $50,000 due in three years with interest payable quarterly in arrears at 10% per annum but convertible at any time during that three years to common stock at $.50 per share; and 2) a warrant to purchase 50,000 shares of common stock at any time during the three year term of the note at $1.00 per share. Paul Mobley, a Director and Officer, purchased three of the units and Marcel Herbst, a Director, purchased four of the units. The other 41 units were purchased by unrelated parties. To make better use of and to increase available cash flow, to maintain a healthy degree of leverage, and to undertake the development of two or three more company owned and operated Craft Pizza & Pub units as described above, the company has undertaken initial efforts to restructure and refinance all of its current debt, except its convertible debt, at a more favorable rate and with a long term repayment period. Proceeds of the proposed refinancing would be used to pay the remaining balance of the term loan to BMO Harris Bank, to repay the remaining balance of the Super G Funding loan, to repay the officer loans, to open two or three Craft Pizza & Pub locations, with the balance intended for general corporate purposes.

The statements contained in this press release concerning the company’s future revenues, profitability, financial resources, market demand, and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the company that are based on the beliefs of the management of the company, as well as assumptions and estimates made by and information currently available to the company’s management. The company’s actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the company’s operations and business environment, including, but not limited to, competitive factors and pricing pressures, non-renewal of franchise agreements, shifts in market demand, the success of new franchise programs, including the new Noble Roman’s Craft Pizza & Pub format, the company’s ability to successfully operate an increased number of company-owned restaurants, general economic conditions, changes in purchases of or demand for the company’s products, licenses or franchises, the success or failure of individual franchisees and licensees, changes in prices or supplies of food ingredients and labor, and dependence on continued involvement of current management. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may differ materially from those described herein as anticipated, believed, estimated, expected or intended. The company undertakes no obligations to update the information in this press release for subsequent events.

Consolidated Balance Sheets
Noble Roman’s, Inc. and Subsidiaries

December 31,

Assets

2015

2016

Current assets:

Cash

$
194,021

$
477,928

Accounts receivable – net

2,007,751

1,828,534

Inventories

492,222

754,418

Prepaid expenses

634,016

568,386

Deferred tax asset – current portion

925,000

925,000

Total current assets

4,253,010

4,554,266

Property and equipment:

Equipment

1,376,190

1,963,957

Leasehold improvements

88,718

88,718

Construction and equipment in progress

–

351,533

1,464,908

2,404,208

Less accumulated depreciation and amortization

1,092,785

1,194,888

Net property and equipment

372,123

1,209,320

Deferred tax asset (net of current portion)

8,158,523

8,696,870

Goodwill

–

278,466

Other assets including long-term portion of accounts receivable – net

5,681,272

5,159,937

Total assets

$
18,464,928

$
19,898,859

Liabilities and Stockholders’ Equity

Current liabilities:

Current portion of long-term notes payable to bank

$
601,081

$
655,725

Current portion of loan payable to Super G

–

1,130,765

Accounts payable and accrued expenses

847,418

339,125

Total current liabilities

1,448,499

2,125,615

Long-term obligations:

Notes payable to bank (net of current portion)

1,366,454

710,729

Loan payable to Super G (net of current portion)

–

718,175

Notes payable to officers

175,000

310,000

Note payable to Kingsway America

600,000

600,000

Convertible notes payable

–

769,835

Derivative warrant liability

–

210,404

Derivative conversion liability

–

435,671

Total long-term liabilities

2,141,454

3,754,814

Stockholders’ equity:

Common stock – no par value (25,000,000 shares authorized, 20,775,921

issued and outstanding as of December 31, 2015 and 20,783,032 issued

and outstanding as of December 31, 2016)

24,294,002

24,308,297

Accumulated deficit

(9,419,027
)

(10,289,867
)
Total stockholders’ equity

14,874,975

14,018,430

Total liabilities and stockholders’ equity

$
18,464,928

$
19,898,859

Consolidated Statements of Operations
Noble Roman’s, Inc. and Subsidiaries

Year Ended December 31,

2014

2015

2016

Royalties and fees

$
7,479,334

$
7,464,963

$
7,350,692

Administrative fees and other

72,541

56,520

42,402

Restaurant revenue

363,340

207,803

443,391

Total revenue

7,915,215

7,729,286

7,836,485

Operating expenses:

Salaries and wages

1,063,076

1,141,562

996,303

Trade show expense

541,385

543,354

520,691

Travel expense

235,127

255,125

230,091

Broker commissions

–

–

32,241

Other operating expenses

876,162

834,320

769,791

Restaurant expenses

402,281

248,139

443,389

Depreciation and amortization

111,750

105,843

124,773

General and administrative

1,646,502

1,659,966

1,641,853

Total expenses

4,876,283

4,788,309

4,759,132

Operating income

3,038,932

2,940,977

3,077,353

Interest

190,382

186,414

615,685

Loss on restaurant discontinued

–

191,390

36,776

Change in fair value of derivatives

–

–

44,464

Adjust valuation of receivables – including Heyser case

–

1,230,000

1,103,521

Income before income taxes from

continuing operations

2,848,550

1,333,173

1,276,907

Income tax expense

1,104,809

512,671

487,880

Net income from continuing operations

1,743,741

820,502

789,027

Loss from discontinued operations net of tax benefit

of $97,284 for 2014, $21,697 for 2015 and

$1,026,277 for 2016

(153,545
)

(34,724
)

(1,659,867
)
Net income (loss)

$
1,590,196

$
785,778

$
(870,840
)

Earnings per share – basic:

Net income from continuing operations

$
.09

$
.04

$
.04

Net loss from discontinued operations net of tax

benefit

$
(.01
)

$
(.00
)

$
(.08
)
Net income (loss)

$
.08

$
.04

$
(.04
)
Weighted average number of common shares

outstanding

19,870,904

20,517,846

20,781,886

Diluted earnings (loss) per share:

Net income from continuing operations

$
.08

$
.04

$
.04

Net loss from discontinued operations net of tax benefit

$
(.01
)

$
(.00
)

$
( .08
)
Net income (loss)

$
.07

$
.04

$
( .04
)
Weighted average number of common shares

outstanding

21,204,439

21,439,242

21,208,173

NOBLE ROMAN’S, INC.
1 Virginia Avenue, Suite 300
Indianapolis, IN 46204

FOR ADDITIONAL INFORMATION, CONTACT:

For Media Information: Scott Mobley, President & CEO 317/634-3377
For Investor Relations: Paul Mobley, Executive Chairman 317/634-3377

SOURCE: Noble Roman’s, Inc.

ReleaseID: 458244

VANCOUVER, BC / ACCESSWIRE / March 27, 2017 / Jaxon Minerals Inc. (TSX-V: JAX) (FSE: 0U3) (“Jaxon” or the “Company”) is pleased to provide the following update on corporate activities.

New Property Acquisition

The TSX Venture Exchange has accepted for filing Jaxon’s previously announced option to purchase the Wishbone Property in northwestern British Columbia (see news release dated March 14th, 2017). This property represents Jaxon’s second high quality exploration project in British Columbia, Canada. The company will be collecting and interpreting all historic work in the coming weeks. These findings will inform any planned activities for the 2017 field season.

Changes to Board of Directors

Jaxon has received resignations from directors Leif Smither and Navin Varshney. The Company thanks them both for their years of valuable service and wishes them well in their future endeavours.

Jaxon welcomes Emma Fairhurst to its Board of Directors. Ms. Fairhurst has more than 15 years of experience in the financial and public company markets. The majority of her time has been spent administering capital assets in the Canadian and Australian resource sectors. She subsequently went on to be a founder and executive in the resource business in her own right. Emma has significant experience in international development and corporate responsibility, working in East Africa. She is a director and founding member of Global Change for Children Society, a volunteer charity sponsored by mining companies.

Jaxon also welcomes Garry Stock to its Board of Directors. Mr. Stock has worked in the resource industry for 20 years, helping build companies from inception to up to $500 million in market capitalization. He has been involved in $400 million in equity financings and has acquired/developed exploration assets across most commodities within Canadian, US, Australian and British securities jurisdictions. Garry holds a Honours BA in Economics and completed the CFA program in 1998.

Proposed financing increase

Lastly, Jaxon has increased its proposed financing (see news release dated March 14, 2017) from a maximum of 5 million units, to a maximum of 7 million units, subject to the TSX.V Exchange approval. Additional funds, if raised, will be used to further the acquisition of data and interpretation of historic results at each of its British Columbia projects, and prepare for the upcoming field season.

ON BELHALF OF THE BOARD OF DIRECTORS
JAXON MINERALS INC.

“Jason Cubitt”
Jason Cubitt, President

For further information regarding Jaxon Minerals Inc., please contact Jason Cubitt at 604-608-0400, Toll free: 1-877-608-0007.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Jaxon Minerals Inc.

ReleaseID: 458271

CHARLOTTE, NC / ACCESSWIRE / March 27, 2017 / Chanticleer Holdings, Inc. (NASDAQ: HOTR) will host a conference call and live webcast to discuss the results of the fourth quarter and year-end 2016, to be held Tuesday, March 28, 2017 at 4:30 PM Eastern Time.

Live Event Information

To participate, connect approximately 5 to 10 minutes before the beginning of the event.

Date, Time: March 28, 2017 at 4:30 PM ET
Toll Free: 877-407-8133
International: 201-689-8040
Live Webcast: www.investorcalendar.com/IC/CEPage.asp?ID=175766 or www.chanticleerholdings.com/investor-relations/

Replay Information

The replay will be available beginning approximately 2 hours after the completion of the live event, ending at midnight Eastern on April 28, 2017.

Toll Free: 877-481-4010
International: 919-882-2331
Replay ID#: 10289
Webcast: www.investorcalendar.com or www.chanticleerholdings.com/investor-relations/

About Chanticleer Holdings, Inc.

Headquartered in Charlotte, NC, Chanticleer Holdings (HOTR), together with its subsidiaries, owns and operates restaurant brands in the United States and internationally. The Company is a franchisee owner of Hooters® restaurants in international markets including Australia, South Africa, and Europe, and two Hooters restaurants in the United States. The Company also owns and operates American Burger Co., BGR the Burger Joint, BT’s Burger Joint and owns a majority interest in Just Fresh restaurants in the U.S.

SOURCE: Investor Network

ReleaseID: 458260

VANCOUVER, BC / ACCESSWIRE / March 27, 2017 / GGX Gold Corp. (TSX-V: GGX) (the “Company” or “GGX”) is pleased to announce that it has entered into an asset purchase agreement (the “Asset Purchase Agreement”) and an option to purchase agreement (the “Option Agreement”) with Munroe Materials Inc. (“Munroe”), a private Manitoba corporation.

To view the graphic, please click here.

“This technology will enable GGX to dramatically streamline its exploration process as it samples the numerous high grade gold bearing quartz veins on the Gold Drop property,” said Barry Brown, president of GGX Gold Corp

Asset Purchase Agreement

Pursuant to the Asset Purchase Agreement, the Company will buy certain assets of Munroe. The assets to be acquired include a processing plant, equipment and related assets (the “Assets”). The equipment consists of a proprietary mobile ore sampler involving a unique process for onsite collecting, reducing, and concentrating minerals from host rock. This mobile platform enables the miner to perform bulk sample testing directly at the mine site, or on a promising mineralized outcrop. The system can be modulated for speed and can process up to 5 tons of mineralized rock per hour. This process curtails the need for a tailings pond. All water is recycled.

To view the graphic, please click here.

According to Kenneth Munroe, Director of Munroe Minerals Inc.,:

“Munroe Materials Inc is pleased to have arrived at an asset purchase agreement with GGX Gold Corp for the sale of a mobile processing plant. I believe this is a strategic fit for both companies, as our plant has been developed to operate on mineral properties having similar geological characteristics to GGX’s Gold Drop Property.”

In consideration of the sale and transfer of the Assets, GGX will pay Munroe a total of $250,000 in cash of which $50,000 has been paid.

GGX intends to use the Assets for exploration on its Gold Drop Property to help in determining the economic potential of multiple quartz veins throughout the property. The intention of using this unit as an exploration tool in this manner will drastically reduce turnaround time and costs associated with traditional lab work. Once an area of interest is developed, then traditional assay approach will be implemented for verification and compliant results. There can be no assurance that economic resources will be discovered or developed at the Gold Drop Property.

GGX expects to complete the purchase of the “Assets” on or before the end of July 2017. Further details of the Assets will be provided when GGX completes such purchase.

To view the graphic, please click here.

Option Agreement

Pursuant to the terms of the Option Agreement, GGX has the option for a period of 12 months to acquire all of the issued and outstanding shares of Munroe for $1,000,000 (“Purchase Price”) payable in cash and/or common shares of GGX, at GGX’s sole discretion and subject to the policies of the TSX Venture Exchange.

The Purchase Price was determined by RWE Growth Partners, Inc., an independent business valuator. If during the option period a bonafide offer is made exceeding the valuation price, GGX has a right of first refusal to match any other proposals Munroe may receive.

Completion of the acquisition of Munroe is subject to a number of standard conditions, including but not limited to no material adverse effect to the affairs, assets, or financial condition of Munroe and the acceptance by the Exchange if required. There can be no assurance that the acquisition of the Assets or Munroe will be completed as proposed or at all.

About Munroe Materials Inc.

Munroe is a private Manitoba company in the business of developing innovative mineral processing plants. Munroe has certain intellectual property related to the processing of ore. GGX and Munroe intend to explore the possibility of patenting this process.

On Behalf of the Board of Directors

Barry Brown, Director
604-488-3900

Forward-Looking Information

This news release includes certain statements that constitute “forward-looking information” within the meaning of applicable securities law, including without limitation, the Company’s information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the completion of the proposed transactions. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects,” or “does not expect,” “is expected,” “anticipates,” or “does not anticipate,” “plans,” “estimates” or “intends,” or stating that certain actions, events or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon several factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of gold and other metals, anticipated costs and the ability to achieve goals, and the Company will be able to obtain required licenses and permits. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks including that resource exploration and development is a speculative business; that environmental laws and regulations may become more onerous; that the Company may not be able to raise additional funds when necessary; fluctuating prices of metals; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; operating hazards and risks; and competition. There can be no assurance that economic resources will be discovered or developed at the Gold Drop Property. Accordingly, actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, equipment failures, litigation, competition, fees charged by service providers and failure of counterparties to perform their contractual obligations. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: GGX Gold Corp.

ReleaseID: 458265