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Apollo Resources Lands LNG Marketer, Transporter Acquisition

Dallas-based Apollo Resources International Inc. and its wholly owned subsidiary Apollo LNG said Thursday that they have completed their acquisition of Applied LNG Technologies USA LLC (ALT), a provider of liquefied natural gas (LNG) made locally to transportation, industrial and municipal markets in the western United States and portions of Mexico.

Apollo purchased 100% of the membership units of ALT from Neptune Leasing Inc. and Golden Spread Energy Inc. In consideration for the purchase, Apollo LNG issued 12,500,000 shares of its series A preferred stock and 12,500,000 shares of its series B preferred stock to the group composed of the seller and Oliver Kendall Kelley.

Based in Amarillo, TX, ALT sold a total of approximately 39,350,000 gallons of LNG during the fiscal year ended Sept. 30, 2004 and 38,259,000 gallons of LNG for the fiscal year ended Sept. 30, 2005.

Apollo also announced Thursday that it has acquired an LNG processing facility and related equipment in Topock, AZ in a related transaction. The facility produces up to 86,000 gallons of LNG per day. Apollo LNG acquired all of the outstanding common stock of TxHLDM Inc. from Oliver Kendall Kelley. TxHLDM owns 100% of the membership units of Arizona LNG LLC, which owns the facility. Apollo LNG issued a secured promissory note in the original principal amount of $6 million and paid cash in the amount of $4.5 million for TxHLDM Inc.

The effective date of both transactions was Nov. 30. Apollo CEO Dennis McLaughlin said ALT's existing contracts and its ability to produce, market and distribute LNG is a natural fit with Apollo's strategy to focus on its domestic natural gas business.

Through its subsidiaries, Apollo Resources International engages in the production and transportation of oil and gas, as well as the development of alternative fuels. The company owns interests in 151 wells in the Four Corners area of New Mexico. It focuses on oil production, as well as on the development of approximately 10 Bcf of natural gas reserves. As of Dec. 31, 2004, the company had approximately 1.5 million barrels of oil in recoverable reserves associated with its fields.

Apollo Resources International also has approximately 1,800 miles of pipeline, which primarily serves the Woodford Shale and coal-seam gas play in south-central Oklahoma and Osage County, OK.

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