Unassociated Document


    Exhibit
4.2

     

    GEROVA
Announces Warrant Amendments

     

    Hamilton,
Bermuda, June 2, 2010 – GEROVA Financial Group, Ltd. (“GEROVA”) (NYSE Amex:
GFC), an international reinsurance company, announced today that its Board of
Directors has approved an amendment to the terms of the Company’s January 16,
2008 Warrant Agreement covering a total of 17.7 million warrants, including 11.5
million publicly traded warrants. As a result of the amendments: (i) the
exercise price of the warrants will be reduced from $7.50 to $7.00; (ii) the
expiration date of the warrants will be extended for two additional years (to
January 16, 2014); and (iii) all 17.7 million warrants held of record on June 8,
2010 will be exchanged for 35,400,000 new warrants.


     

    Each
warrant holder will receive a new warrant to purchase the same number of
ordinary shares of the Company at the reduced exercise price as are contained in
the original warrant.  Warrant holders shall not be required to tender
their original warrants as a condition to receiving the additional new
warrant.  As a result, there will now be 35.4 million outstanding
warrants, all of which will be exercisable at $7.00 per share and expiring
on January 16, 2014. All of the other terms of the warrants remain the same as
set forth in the Company’s January 16, 2008 prospectus.


     

    The
Company’s warrants are exercisable only upon the effectiveness of a new
registration statement. The Company is preparing a registration statement to be
filed with the US Securities and Exchange Commission (the “SEC”) as soon as
practicable and will seek to register under the Securities Act of 1933, as
amended, all of the ordinary shares issuable upon exercise of the
warrants.

     

    The
Company recently announced the conversion of all of its Series A preferred stock
into ordinary shares. Gerova has approximately 133.4 million ordinary common
shares outstanding and no preferred stock.


     

    About
GEROVA Financial Group, Ltd.

     

    GEROVA
Financial Group, Ltd. is an international reinsurance company, with operating
insurance subsidiaries in Bermuda, Barbados, and Ireland. GEROVA underwrites
insurance risks that it believes will produce favorable long-term returns on
shareholder equity. GEROVA believes it has opportunities to deploy shareholder
capital to acquire high quality assets at less than market value and
opportunities to gather additional assets by providing reinsurance capacity to
primary insurers that are under writing capacity pressure.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Forward
Looking Statements

     

    This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 regarding the Company, its acquired assets and the Company’s business after
completion of the transactions consummated in January 2010. Forward-looking
statements are statements that are not historical facts. Such forward-looking
statements, which are based upon the current beliefs and expectations of the
management of the Company, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements. The
following factors, among others, could cause actual results to differ from those
set forth in the Forward-Looking Statements: (i) potential material reductions
in the value of a substantial portion of the Company’s assets acquired in
connection with the business combinations consummated in January 2010; (ii)
officers and directors allocating their time to other businesses or potentially
having conflicts of interest with the Company’s businesses; (iii) success in
retaining or recruiting, or changes required in, the Company’s officers, key
employees or directors following the transactions; (iv) the potential liquidity
and trading of the Company’s public securities; (iv) the Company’s revenues and
operating performance; (vi) changes in overall economic conditions; (vii)
anticipated business development activities of the Company following
consummation of the transactions described above; (viii) risks and costs
associated with regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and (ix)
other relevant risks detailed in the Company’s filings with the SEC and those
factors that will be listed in our Proxy Statement under “Risk Factors”. The
information set forth herein should be read in light of such risks. Neither the
Company nor any target companies or funds we intend to acquire assumes any
obligation to update the information contained in this
release.

     

    Contact:

     

    
      	
              Investor
      Contact:

              Peter
      Poulos

              Senior
      Vice President 

              Hill
      & Knowlton New York

              p:
      +1 (212) 885 0588

              peter.poulos@hillandknowlton.com

            	
              Media
      Contact:

              Elizabeth
      Cheek

              Account
      Supervisor

              Hill
      & Knowlton New York

              p:
      +1 (212) 885 0682

              elizabeth.cheek@hillandknowlton.com