16-Feb-2012

<strong>Completion of Acquisition or Disposition of Assets</strong>

<strong>ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS</strong>

On February 14, 2012 Imperial Petroleum, Inc. (the “Company”) closed an Asset Purchase Agreement (the “Agreement”) with Eleven Energy Corporation, which finalized the sale of its share of the ownership of the Coquille Bay Field located in Plaquemines Parish, Louisiana. Per the terms of the Agreement, the Company received consideration of $100 cash, and other consideration as set forth in the Agreement, including the assumption of plugging liabilities and the requirement of a bond with the State of Louisiana Department of Natural Resources.

Included in the terms of the Agreement was the sale of 100% of the equity of Hillside Oil and Gas, an Approved Operator which had been operating the Coquille Bay facility as a contract operator for the Company. Prior to the Agreement, Hillside Oil and Gas was owned by Greg Thagard, a member of the Company’s Board of Directors. In consideration for the sale of Hillside Oil and Gas, Mr. Thagard received $100.00.

In determining the amount of consideration to accept, the Company reviewed the current operating costs of maintaining the assets and the estimated costs associated with returning the assets to an acceptable, operational status. The monthly cost of maintaining the assets totaled approximately $60,000. An independent third party estimated the costs of restoring the assets to a level necessary to continue production at approximately $750,000 to $1,000,000.

As a result of this Agreement, the Company will no longer have any business operations related to traditional oil and gas exploration and production.

ITEM 9.01 EXHIBITS

(d) Exhibits

Exhibit
Number Description of Exhibit

Exhibit 99.1 Press Release

Exhibit 99.2 Asset Purchase Agreement

<a href=”http://www.imperialpetroleuminc.com/site/wp-content/uploads/2012/02/Form-8K.Coquille-Bay.pdf”>View Form 8K.Coquille Bay</a>

15-Feb-2012

Change in Directors or Principal Officers

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

The Registrant reported on February 9, 2012 that it had accepted the resignation of Rob Willmann from its Board of Directors. Mr. Willmann resigned due to time constraints and had no disagreements with the Management of the Company or with its independent accountants.

The Board is currently conducting a search for a new Board member.

ITEM 9.01 EXHIBITS

(d) Exhibits

Exhibit
Number Description of Exhibit
Exhibit 99.1 Letter of Resignation – Rob Willmann

View Form 8K.Willmann Resignation

EVANSVILLE, Ind.–(BUSINESS WIRE)– Imperial Petroleum, Inc. (OTC QX: IPMN), a leading biodiesel and diversified alternative energy company, today announced the details for a conference call with management to discuss first quarter results and the Company’s operations. The call will be hosted by Mr. John Ryer, Chief Executive Officer, Mr. Tim Jones, Chief Financial Officer and Mr. Jeffrey Wilson, Company Consultant.

Conference Call Details

Imperial Petroleum will host a conference call on tomorrow, Friday, December 16, 2011 at 10:00 AM ET to update investors and discuss first quarter results. To participate in the conference call, please dial (877) 407-8291; international callers dial (201) 689-8345 about 5-10 minutes prior to 10:00 AM ET. The conference call will also be available on replay starting at 1:00 PM ET on December 16, 2011 and ending on December 23, 2011. For the replay, please dial (877) 660-6853 (replay account # 299, replay conference ID # 385078). The access number for the replay for international callers is (201) 612-7415 (replay account # 299, replay conference ID # 385078).

About Imperial Petroleum

Imperial is an energy company headquartered in Evansville, Indiana. The Company is engaged in three principal areas of energy production: (i) biodiesel and biofuels production, (ii) traditional oil and gas exploration and production and (iii) non-traditional oil production of heavy oil from mineable tar sands.

Forward Looking Statement

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Contact:

Wolfe Axelrod Weinberger Associates, LLC
Stephen D. Axelrod, CFA, (212) 370-4500
steve@wolfeaxelrod.com
or
Adam Lowensteiner, (212) 370-4500
adam@wolfeaxelrod.com
Fax: (212) 370-4505

Mr. Greg Thagard Appointed Chairman of the Board and Tim Jones, CFO, Added to the Board

EVANSVILLE, Ind.–(BUSINESS WIRE)– Imperial Petroleum, Inc. (OTCBB: IPMN.OB – News), a leading biodiesel and diversified alternative energy company, today announced that J. Greg Thagard, a Director of the Company has been appointed to the position of Chairman of the Board.

Mr. Thagard, a Director of Imperial Petroleum since August 2007, has extensive experience in all aspects of the petroleum industry for the past 34 years. After selling a royalty portfolio of over 1,500 producing properties in which he was both a principal and manager, he performed outside contract operating and consulting work as well as similar duties for his family business.

In addition, Mr. Tim Jones, currently the Chief Financial Officer of Imperial Petroleum and President of e-Biofuels, was appointed to the Board of Directors. Mr. Jones, a Certified Public Accountant, has 11 years of finance and accounting experience including 5 years in public accounting at Ernst & Young.

Mr. John Ryer, CEO and President of Imperial Petroleum and a Director, stated, “The elevation of Greg Thargard to Chairman and the selection of Tim Jones as a Board member strengthens the Imperial board. We are actively looking to further enhance the Board by bringing on two independent members whose standing, experience and credentials will add additional insight, corporate governance and guidance and contribute greatly to the future success of Imperial.”

About Imperial Petroleum

Imperial is an energy company headquartered in Evansville, Indiana. The Company is engaged in three principal areas of energy production: (i) biodiesel and biofuels production, (ii) traditional oil and gas exploration and production and (iii) non-traditional oil production of heavy oil from mineable tar sands.

Forward Looking Statement
This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Wolfe Axelrod Weinberger Assoc., LLC
Stephen D. Axelrod, CFA / Adam Lowensteiner
212-370-4500 / 212-370-4505 fax
steve@wolfeaxelrod.com / adam@wolfeaxelrod.com

(RTTNews) – Imperial Petroleum Inc. (IPMN.PK) announced the resignation of Jeffrey Wilson, who was Chairman of the Board of Directors, President and CEO.

Effective immediately, the Board has appointed John Ryer, a Director of the Company, as CEO and President of Imperial Petroleum. The Board has also promoted Tim Jones to Chief Financial Officer of Imperial Petroleum and President of e-Biofuels.

Jones has been the VP of Finance for e-Biofuels. In addition, Aaron Wilson resigned his seat from the Board and will retain his operational title as President of Arrakis Oil Recovery LLC., a wholly-owned subsidiary of Imperial Petroleum.

For comments and feedback: contact editorial@rttnews.com

Read more: http://www.nasdaq.com/aspx/company-news-story.aspx?storyid=201111111321rttraderusequity_0892&title=imperial-petroleum-chairman-and-ceo-jeffrey-wilson-resigns#ixzz1dR6nWQj4

EVANSVILLE, Ind.–(BUSINESS WIRE)– Imperial Petroleum, Inc. (OTCQX: IPMN), a leading biodiesel and diversified alternative energy company, today announced the detailed results for the fiscal year and fourth quarter ended July 31, 2011.

For the fiscal year ended July 31, 2011, total revenues were $110 million as compared to $5.7 million in the fiscal year ended July 31, 2010, a nineteen-fold increase. Net after tax income was $6.1 million, or $0.21 per share on 28.4 million fully diluted weighted average shares outstanding, compared to a net after tax loss of $17.8 million, or $(0.99) per share on 18.0 million basic weighted average shares outstanding in fiscal 2010. The net loss for the year ended July 2010 was primarily the result of a write-off of goodwill associated with the acquisition of e-biofuels in the amount of $16.3 million.

In the fourth quarter ended July 31, 2011, revenues were $47.0 million compared to $5.5 million for the same period of fiscal 2010, an increase of 854%. Net after tax income for the fiscal fourth quarter of 2011 was $3.71 million, or $0.13 per fully diluted average shares outstanding compared to a net after tax loss of $17.6 million, or ($0.98) per share on 18.0 million basic weighted average shares outstanding in the fourth quarter of fiscal 2010.

Selected highlights for fiscal year 2011 include:

Shortly before the start of fiscal 2011, in May 2010, Imperial Petroleum acquired e-biofuels, LLC, at the time of its purchase, e-biofuels was producing less than 500,000 gallons per month and by the end of July 2011, biodiesel production was approximately 1.2 million gallons per month and the Company was profitable.

Production for the fiscal year ended July 31, 2011 was 26.4 million gallons and is scheduled to increase another 30% in fiscal 2012. Current biodiesel production is between 2.5 – 3.0 million gallons per month.

Imperial strengthened its management team with the hiring of a Vice President of Finance, a Controller and by installing new software to better manage the day-to-day operational activities.

All major litigation and vendor issues have been resolved and the Company anticipates that it will be able to reduce its bank debt over the course of the year and successfully extend or refinance any amounts that might be outstanding upon the expiration of its current credit agreement.

Recent Developments

Since the close of our 2001 fiscal year, Imperial has had a number of developments that position the company for significant future growth, namely:

In early August, 2011, the Company announced that it hired the Wolfe Axelrod Weinberger Associates investor relations agency to assist it in communicating its status as a rising star in the biofuels arena.

In late August, 2011, Imperial Petroleum announced an extension of our wholly-owned subsidiary, e-biofuels, bank loan that gives the Company additional time to refinance its senior debt.

The Company also announced a Letter of Engagement in late August to secure a two year supply of feedstock for the Company’s Middleton, Indiana biodiesel production operation.

On September 23, 2011, the Company completed a $3.1 million equity financing that is earmarked to expand our biodiesel production by at least 30%.

Mr. Jeffrey T. Wilson, President of Imperial Petroleum, stated, “In the process of completing its audit for the fiscal year, the Company discovered an error in our revenue accounting that affected two prior unaudited quarters of results due to the timing difference between the recognition of money received and the completion of shipments to customers. The net effect of that glitch is that revenues had been previously recorded for monies received affecting about 3% of our biodiesel sales for the year in the second and third quarters. Our auditors advised us of the error on October 6, and we subsequently restated the financial results for those quarters. Needless to say we have replaced our accounting software and upgraded our internal controls for revenue recognition but, nevertheless it was an event that should not have happened.”

Wilson added, “Our business is strong and we anticipate that we can increase our production at least 30% in fiscal 2012. We are seeking further prime locations for new biofuel production facilities. Renewable fuels are a small but rapidly growing part of the energy equation and Imperial Petroleum intends to command a meaningful share of this burgeoning market.”

Selected Balance Sheet Information (As of July 31, 2011)

ASSETS

Cash $ 900,883
Total current assets $ 8,162,140
Net property, plant and equipment $ 14,158,113
Total assets $ 24,534,720

LIABILITIES

Term loans $ 9,923,335
Total current liabilities $ 21,095,322
Total long term liabilities $ 3,008,098
Total liabilities $ 24,103,420

SHAREHOLDERS’ EQUITY

Total stockholders’ equity $ 431,300

Total liabilities and stockholders’ equity $ 24,534,720

For a more complete discussion of the fiscal 2011 year and detailed financial tables, please refer to the Company’s Form 10-K filing that can be found at www.sec.gov.

About Imperial Petroleum

Imperial is an energy company headquartered in Evansville, Indiana. The Company is engaged in three principal areas of energy production: (i) biodiesel and biofuels production, (ii) traditional oil and gas exploration and production and (iii) non-traditional oil production of heavy oil from mineable tar sands.

Conference Call

Imperial Petroleum will host a conference call on October 24, 2011 at 2:00 pm ET to discuss fiscal 2011 results and the current status and outlook for the Company. To participate in the conference call, please dial (877) 407-8291; international callers dial (201) 689-8345 about 5-10 minutes prior to 2:00 PM ET. The conference call will also be available on replay starting at 4:00 PM ET on October 24, 2011 and ending on November 7, 2011. For the replay, please dial (877) 660-6853 (replay account # 299, replay conference ID # 381931). The access number for the replay for international callers is (201) 612-7415 (replay account # 299, replay conference ID # 381931).

Forward Looking Statement

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Contact:

Wolfe Axelrod Weinberger Associates, LLC
Stephen D. Axelrod, CFA / Adam Lowensteiner
(212) 370-4500, (212) 370-4505 fax
steve@wolfeaxelrod.com, adam@wolfeaxelrod.com

EVANSVILLE, Ind.–(BUSINESS WIRE)– Imperial Petroleum, Inc. (OTCQX: IPMN) announced today the Company had record pre-tax earnings during its fiscal 2011 year ended July 31, 2011 of $6.4 million on total revenues of $109.9 million and sales of 26.4 million gallons of transportation biodiesel. The pre-tax earnings represent $0.226 per share on a fully diluted basis.

Jeffrey T. Wilson, President of Imperial, said, “We’ve had a great year and look forward to an exciting fiscal 2012. We are putting the funds we raised from our recent private placement to work expanding our biodiesel operations at Middletown by at least another 30% and completing the installation of our oil sands unit. Although we experienced some growing pains as a result of our rapid growth and due to the original accounting systems that came with the purchase of e-Biofuels, we have installed new accounting software, added a Vice President of Finance, a controller and an additional logistics specialist to improve the management of day-to-day operations. We completed the settlement of all of the major litigation and vendor issues facing the Company in the fourth quarter and are working diligently to pay off or refinance our bank debt.”

Imperial is an energy company headquartered in Evansville, Indiana. The Company is engaged in three principal areas of energy production: (i) biodiesel and biofuels production, (ii) traditional oil and gas exploration and production and (iii) non-traditional oil production of heavy oil from mineable tar sands.

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Contact:

Imperial Petroleum, Inc.
Jeffrey T. Wilson, 812-867-1433
email: IR@imperialpetroleuminc.com
website: https://imperialpetroleuminc.com

Evansville, IN, – September 23, 2011 — Imperial Petroleum, Inc. (OTCQX: IPMN), a leading biodiesel and diversified alternative energy company, today announced that it closed the previously announced equity financing to raise an aggregate of $3.1 million before fees and expenses in a private placement to accredited and institutional investors. Net proceeds to the Company were approximately $2.9 million.

Jeffrey T. Wilson, President of Imperial, said “We’re pleased to have completed this financing and we intend to put most of the funds to work in quickly expanding our biodiesel production by at least another 30% at our plant in Middletown, IN.”

Mr. Wilson noted, “We have been diligently pursuing the re-financing of our senior credit facility at e-Biofuels which has been extended through January 31, 2012, however, the volatility in the capital markets continues to create uncertainty in that outcome. The expansion of our biodiesel production will allow us to more aggressively pay our bank debt down out of cash flow.”

Wilson concluded, “We believe that by the expiration date of our current credit facility we will have reduced our senior debt to the point where we can more readily secure new financing in the event that another bank extension is unavailable at that time.”

About Imperial Petroleum

Imperial Petroleum, Inc. is a diversified energy company headquartered in Evansville, Indiana. The Company is engaged in three principal areas of energy production: (i.) biodiesel and biofuels production; (ii.) traditional oil and gas exploration and production and (iii.) non-traditional oil production of heavy oil from mineable tar sands. For more information, visit the Imperial Petroleum corporate web site at: www.imperialpetroleuminc.com.

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements are reasonable, there can be no assurance that such expectations will prove to be correct.
Company Contact: Jeffrey T Wilson, CEO 866-854-8530

Wolfe
Axelrod Weinberger Associates, LLC

Stephen D. Axelrod, CFA/Adam Lowensteiner

(212)370-4500, (212) 370-4505

steve@wolfeaxelrod.com, adam@wolfeaxelrod.com

Evansville, IN, – September 16, 2011 — Imperial Petroleum, Inc. (OTCQX: IPMN), a leading Biodiesel and diversified alternative energy company, today announced that it has entered into definitive agreements with accredited and institutional investors to raise an aggregate of $3.1 million  before fees and expenses in a private placement of equity securities. Under the terms of the agreements, the Company will issue 4,143,335 shares of its common stock at $0.75 per share and warrants to purchase up to 2,071,668 shares of its common stock with a $1.00 per share exercise price, subject to adjustment therein, and a term of 5 years.  The offering is expected to close on or about September 21, 2011, subject to customary closing conditions.

In connection with the transaction, the Company has agreed to file a registration statement within 75 days of the closing with the Securities and Exchange Commission to register the resale of the shares of common stock issued at closing and the shares of common stock issuable upon exercise of the warrants.

“The proceeds of this equity raise will enable us to rapidly expand our biodiesel operations at the Middletown, Indiana facility by about 30%,” said Jeffrey T. Wilson, President of Imperial.  “As previously announced we are currently operating the plant at capacity and current projections of the fiscal year 2012 predict production and sales of about 34 million gallons.  We expect the rapid expansion of the plant to 40-45 million gallons per year (MMGPY) to increase cash flow and revenues, enabling us to continue on our growth trajectory.”

“Also,” Wilson stated, “we are pleased to have garnered institutional support for this financing, and look forward to reporting our results with this capital raise in future quarters.”

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ:RODM – News) acted as the exclusive placement agent for the transaction.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.  The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.

About Imperial Petroleum

Imperial Petroleum, Inc. is a diversified energy company headquartered in Evansville, Indiana.  The Company is engaged in three principal areas of energy production: (i.) biodiesel and biofuels production; (ii.) traditional oil and gas exploration and production and (iii.) non-traditional oil production of heavy oil from mineable tar sands.  For more information, visit the Imperial Petroleum corporate web site at: www.imperialpetroleuminc.com.

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Contact:

Wolfe Axelrod Weinberger Associates, LLC
Stephen D. Axelrod, CFA/Adam Lowensteiner
(212) 370-4500, (212) 370-4505
steve@wolfeaxelrod.com, adam@wolfeaxelrod.com