St. Louis, Missouri, 24 March 2009 (from Business Wire) — Siboney Corporation (OTCBB: SBON) announced today that on March 20, 2009, it and its Siboney Learning Group subsidiary entered into an Agreement and Release with Southwest Bank, an M & I Bank, under which Siboney Corporation and Siboney Learning Group consented to and agreed to facilitate the sale of substantially all of the assets of Siboney Learning Group for the benefit of the bank to an affiliate of Educational Options, Inc., a privately-held educational software company based in Virginia. A copy of this agreement was filed as an exhibit to the Current Report on Form 8-K filed by Siboney Corporation with the Securities and Exchange Commission.
The transaction resulted in the full satisfaction of Siboney Corporation's senior secured bank loans in the aggregate amount of $1,945,057. EdOptions also agreed with the bank to assume certain trade liabilities of Siboney Learning Group and to pay or reimburse Siboney Corporation for $130,000 in expenses incurred to facilitate an orderly transaction, which expenses primarily consisted of attorney and investment banker fees. The bank agreed to fully release Siboney Corporation and Siboney Learning Group from all obligations, claims and causes of action under its bank credit agreement upon consummation of the sale and the bank's receipt of the proceeds.
As a result of the transaction, Siboney Corporation has no operating businesses. Its assets consist primarily of its subsidiaries' interests in coal and oil and gas properties which heretofore have not been considered material, and cash of approximately $262,684.40. Siboney Corporation continues to have certain liabilities, including secured debt payable to certain of its directors in the current principal amount of $244,385.96. Siboney Corporation's board of directors is considering plans for the company's future, but at this time, it does not appear that the realizable value of its assets exceed the amount of its liabilities. Accordingly, it is doubtful Siboney Corporation will continue as a going concern.
Any forward-looking statement is necessarily subject to significant uncertainties and risks. The words "believes," "anticipates," "intends," "expects" and similar expressions are intended to identify forward-looking statements. Actual results could be materially different as a result of various uncertainties. Factors that could cause actual results to differ materially from the forward-looking statements include those factors referenced in Item 1A. "Risk Factors" in Siboney Corporation's annual report on Form 10-K for the year ended December 31, 2007 and as may be described from time to time in the Company's subsequent SEC filings, which factors are incorporated herein by reference. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
