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Monday 27 July, 2009

General

Croff Enterprises, Inc. Closes Merger and Will ...

Croff Enterprises, Inc. Closes Merger and Will Change Name to America's Minority Health Network, Inc.

PR Newswire



LOS ANGELES, July 27 /PRNewswire-FirstCall/ -- Croff Enterprises, Inc. (OTC Bulletin Board: COFF) announced today that it has closed on its previously announced merger with America’s Minority Health Network, Inc., a development stage corporation that is engaged in providing direct to consumer television programming in medical offices that are focused on delivering health care to members of African-American communities and other minorities located across the United States. AMHN’s innovative programming combines increased health education awareness to patients and families visiting their physicians and medical care givers while also delivering targeted advertising that may effectively address community concerns and interests. In connection with the merger, Croff issued 13,693,689 shares of common stock to acquire AMHN, which will continue to operate as a wholly owned subsidiary. After giving effect to a 3 for 1 share split and the return by a shareholder of certain shares of common stock for cancellation by the company, there are a total of 15,215,210 shares of common stock issued and outstanding. Croff announced on July 10, 2009 that the parties signed a definitive merger agreement and that they expected to complete the transaction before July 31, 2009.


The board of directors of Croff also announced following the merger that they intend to notice and call for a special meeting of shareholders to change the name of the corporation to “America’s Minority Health Network, Inc.”


About Croff:

Croff was incorporated in Utah in 1907 under the name “Croff Mining Company.”  Croff changed its name to “Croff Oil Company” in 1952, and in 1996 changed its name to the current “Croff Enterprises, Inc.”  Croff does not currently maintain a website. Croff currently has no business operations or revenue source and has reduced its operations to a minimal level (although it continues to file reports required under the Securities Exchange Act of 1934).  As a result, Croff was a “shell company” under the rules of the Securities and Exchange Commission until completion of the merger on July 27, 2009. Following the merger, the business of AMHN has become the sole business of the Company. Consistent with the rules of the SEC, the Company intends to file with the SEC a current report on Form 8-K providing a detailed description of the business, operations, risk and other factors affecting AMHN, management, and financial statements and other information relating to AMHN.


Forward Looking Statements:


This release contains forward-looking statements. Actual results may differ from those projected due to a number of risks and uncertainties, including, but not limited to the possibility that some or all of the pending matters and transactions considered by Croff may not proceed as contemplated, particularly if any conditions to closing are not satisfied, and by all other matters specified in Croff’s filings with the Securities and Exchange Commission. These statements are made based upon current expectations that are subject to risk and uncertainty. Croff does not undertake to update forward-looking statements in this news release to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information. Assumptions and other information that could cause results to differ from those set forth in the forward-looking information can be found in the Croff’s filings with the Securities and Exchange Commission, including its most recent periodic report.




SOURCE Croff Enterprises, Inc.


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