Artemis Energy Exits C-Store Business

Rescinds merger, returns Travel Center Partners assets, refocuses on other ventures

ATLANTA -- Artemis Energy Holdings Inc. has rescinded its merger transaction with Artemis Acquisition Corp. (AAC)--all assets and subsidiary Travel Center Partners Inc. (TCP) have been returned to AAC, and Artemis Energy Holdings is no longer in the business of convenience stores, car-washes and quick-service restaurants.

"Now that the assets have been returned, we will be focusing our efforts on the development of new features for Link My Stock and widening the distribution of our press release service through both Link My Stock and We think that these core businesses have far greater potential for increasing shareholder value than the businesses that were returned to AAC," said Artemis Energy Holdings president Ray Firth.

In June, AAC announced that its subsidiary, Artemis Energy Holdings, received a $25 million reserve equity financing facility from AGS Capital Group LLC (AGS), a specialist investor group, to enable growth with financing for its current c-stores, truckstops, restaurants, car washes and for anticipated acquisitions in the southeastern United States in the gasoline, food and beverage industry, as well as accelerating its holdings business model growth.

Artemis Energy Holdings said it anticipated receiving up to a total of $50 million to include international growth with business partners worldwide.

On Dec. 31, 2012, Bluffton, S.C.-based AAC entered into a share purchase agreement with Compass Energy Holdings Inc. for the purchase of all the issued and outstanding common stock of TCP in exchange for one million shares of the company's common stock, Peter Iodice, then-president and CEO of AAC, said in a filing with the U.S. Securities & Exchange Commission (SEC).

TCP operates six retail outlets in South Carolina and Georgia--Ultimate Car Wash & Family Markets, Bluffton, S.C.; Bryan's Country Store, Hardeeville, S.C.; EZ Mart, Rincon, Ga.; Neighbors Full Service Car Wash, Bluffton; 1780 Country Store, Hardeeville; and Dairy Queen, Bluffton.

At the time, TCP said it was in discussions to purchase additional c-stores, truckstops, car washes and Dairy Queen/Orange Julius/Grill & Chill locations. The company said it would accelerate its branding with Ultimate Car Wash & Family Markets, Bryan's Country Stores, EZ Marts, 24 Hour Grills, Neighbors Full Service Car Washes, 1780 Country Stores and including Integrity Restaurant Group and its Krystal Restaurants. Its strategy was to focus on the southeastern United States to increase its retail and brand footprint and then seek to expand nationwide, it said.

Iodice subsequently became the subject of an investigation by the South Carolina Attorney General's Office for alleged mismanagement and failure to pay contactors, according to a report by The Island Packet, based on information, opinions and allegations posted on AAC's website.

In Feb. 2013, the AG's Office issued an order for Compass Energy, its agents and its employees to "cease-and-desist" from doing business in the state.

Meanwhile, according to a subsequent SEC filing, effective July 29, 2013. AAC "announced that its wholly owned subsidiary [TCP] has determined to focus on its 1780 Country Kitchen concept as well as other quick-service restaurants. The 1780 Country Kitchen concept provides both full-service homestyle cooking and a buffet. TCP's existing 1780 Country Kitchen restaurant is exceeding the company's expectations. The company intends to add additional 1780 Country Kitchen locations, and is presently in discussions to acquire two additional locations in South Carolina and one additional location in Georgia, although no assurance can be given that any of these locations will be acquired or that 1780 Country Kitchens will be opened at additional locations."

The filing added, "As a result of this change in corporate strategy, TCP has returned a number of incompatible properties to the landlords or location vendors, specifically its EZ Mart/24Grill in Ricon, GA., the Bryans Country Store in Hardeeville, S.C., and Ultimate CarWash 1 and Ultimate CarWash 2 both in Bluffton, S.C. The company determined that the financial performance of these locations was unacceptable. The company expects that the closing or divestiture of these stores will result in a material charge to earnings, but the amount of that charge has not yet been determined."