Bayview Public Ventures Inc. announces the acquisition of Catch the Wind, Inc.



    TORONTO, Sept. 9 /CNW/ - Bayview Public Ventures Inc. (the "Corporation")
is pleased to announce that the TSX Venture Exchange Inc. (the "Exchange") has
conditionally accepted the acquisition of all of the issued and outstanding
shares of Catch the Wind, Inc. ("CTW") as the Corporation's qualifying
transaction pursuant to the policies of the Exchange (the "Qualifying
Transaction"), as described in the Corporation's press release dated July 3,
2008. Final approval of the Exchange is subject to the Corporation fulfilling
all of the requirements of the Exchange. In connection with the Qualifying
Transaction, the Corporation today filed on SEDAR the filing statement of the
Corporation dated September 8, 2008 which contains full disclosure regarding
the Qualifying Transaction and the business of CTW (the "Filing Statement").

    About CTW
    ---------

    CTW is a high technology company headquartered in Manassas, Virginia,
approximately twenty miles from Washington, DC. The company was founded in
2008 to develop and manufacture laser-based wind sensor systems, with a
primary focus on developing technology to serve the wind power generation
industry.
    CTW is a spin-off corporation of Optical Air Data Systems, LLC ("OADS"),
a high technology research and development firm supporting the defense
industry. OADS has been developing next generation laser sensors since 1990,
and has licensed technology to Rockwell Collins for use in aviation and
military applications such as the LandSafe(TM) Aircraft Survivability System.
OADS has distinguished itself as a world leader in pulsed fiber optic laser
sensor research and development.
    CTW serves the commercial market sector for laser based wind sensor
systems. CTW is focused on becoming a significant catalyst in the move to
provide clean, renewable energy.
    As of the date hereof, the largest shareholders of CTW are Alisa Rogers
and Philip Rogers, who jointly own 85% of the issued and outstanding shares of
CTW. Ms. Rogers and Mr. Rogers both reside in Hume, Virginia.
    More information concerning CTW is available on its website:
www.catchthewindinc.com.

    About Bayview Public Ventures Inc.
    ----------------------------------

    The Corporation was incorporated pursuant to the provisions of the OBCA
on December 21, 2005 and is classified as a capital pool company pursuant to
the policies of the Exchange. On February 1, 2007, the articles of
incorporation of the Corporation were amended by articles of amendment to
delete provisions restricting the transfer of the Common Shares. The
Corporation's business has been restricted to the identification and
evaluation of potential acquisitions or interests that could lead to the
completion of its Qualifying Transaction under the Exchange's CPC policy.
    The Corporation completed its initial public offering of 4,000,000 shares
on March 13, 2007 at price of $0.20 per share for gross proceeds to the
Corporation of $800,000. The shares were listed on the Exchange with the
symbol BPV.P on April 3, 2007.

    The Qualifying Transaction
    --------------------------

    The Corporation and CTW entered into an Acquisition Agreement dated
September 3, 2008. The Acquisition Agreement provides that:

    
    (a)    the Corporation shall amend its articles so that the issued and
           outstanding shares of the Corporation are consolidated on the
           basis of one new share for 4.99 existing shares;

    (b)    the Corporation will be continued under the laws of the State of
           Delaware;

    (c)    the Corporation will incorporate Bayview Public Ventures Amalco
           Inc. ("Newco"), as a wholly-owned subsidiary of the Corporation
           under the laws of the State of Delaware. The Corporation, CTW and
           Newco will engage in a "three cornered" amalgamation whereby CTW
           and Newco will amalgamate to form a new corporation ("Amalco")
           which will be wholly-owned by the Corporation. Pursuant to the
           amalgamation, CTW shareholders will receive one post-consolidation
           resulting issuer share ("Resulting Issuer Share") for every CTW
           common share previously held; and

    (d)    CTW options, offering warrants and broker warrants will be
           exchanged for comparable securities of the Corporation.
    

    On July 31, 2008, CTW completed a private placement (the "Offering") of
subscription receipts at a price of $1.30 per subscription receipt for gross
proceeds of $15,000,700. Each subscription receipt entitles the holder to
acquire one common share of CTW, which will subsequently be exchanged for one
Resulting Issuer Share pursuant to the amalgamation. Research Capital
Corporation and Canaccord Capital Corporation were retained by CTW to act as
agents with respect to the Offering (the "Agents"). In consideration for the
services of the Agents pursuant to the Offering, CTW has agreed to pay to the
Agents a cash fee equal to 7.0% of the aggregate gross proceeds of the
Offering as well as options to purchase common shares of CTW entitling the
Agents to collectively purchase that number of common shares of CTW as is
equal to 10% of the total number of subscription receipts sold under the
Offering (the "Agents Options").

    Following the completion of the Qualifying Transaction, the following
Resulting Issuer Shares will be outstanding:

    
    -------------------------------------------------------------------------
    Resulting Issuer Shares                                       38,046,784
    -------------------------------------------------------------------------
    Resulting Issuer Options
    -------------------------------------------------------------------------
      Directors and officers of the Corporation                      141,283
    -------------------------------------------------------------------------
      Directors and officers of CTW                                  780,000
    -------------------------------------------------------------------------
      Employees and consultants of CTW or its subsidiaries or        870,000
       affiliates
    -------------------------------------------------------------------------
      Options granted to Canaccord Capital Corporation                62,124
       representing a referral fee
    -------------------------------------------------------------------------
      Agents Options                                               1,153,900
                                                                 ------------
    -------------------------------------------------------------------------
                                                       Total:
                                                                   3,007,307
    -------------------------------------------------------------------------

    Total                                                         41,054,091
    -------------------------------------------------------------------------
    

    Following the completion of the Qualifying Transaction, the former CTW
shareholders (not including investors under the Offering) will, on a
non-diluted basis, hold 25,000,000 (65.71%) of the outstanding Resulting
Issuer Shares and the former Corporation shareholders will hold 1,507,784
(4.0%) of such Resulting Issuer Shares.

    Selected Pro Forma Consolidated Financial Information
    -----------------------------------------------------

    The following amounts are based on the interim unaudited financial
statements of the Corporation for the six months ended June 30, 2008 and the
audited financial statements of CTW for the six months ended June 30, 2008
after giving effect to the completion of the Qualifying Transaction.

    
    -------------------------------------------------------------------------
    Current Assets                                               $14,196,598
    -------------------------------------------------------------------------
    Total Assets                                                 $14,829,240
    -------------------------------------------------------------------------
    Current and Total                                             $1,077,828
    Liabilities
    -------------------------------------------------------------------------
    

    Pro Forma Consolidated Working Capital Summary
    ----------------------------------------------

    The Resulting Issuer will have approximately $15,755,155 in pro forma
working capital based on the interim unaudited financial statements of the
Corporation for the six months ended June 30, 2008 and the audited financial
statements of CTW for the six months ended June 30, 2008 after giving effect
to the completion of the Qualifying Transaction. Of this amount, $986,824 will
be from the Corporation and $14,768,331 will be from CTW.

    Available Funds and Principal Uses of Funds
    -------------------------------------------

    The following table sets out information respecting the Resulting
Issuer's sources of cash and intended uses of cash upon completion of the
Qualifying Transaction. The amounts presented are estimates only.


    
    -------------------------------------------------------------------------
    Source of Funds
    -------------------------------------------------------------------------
    Pro Forma Consolidated Working Capital                       $15,755,155
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Use of Funds
    -------------------------------------------------------------------------
    Expenses related to the Qualifying Transaction and            $1,950,000
     the Private Placement
    -------------------------------------------------------------------------
    Operating and other expenditures                             $12,700,000
    -------------------------------------------------------------------------
    Repayment of bridge loan                                      $1,000,000
    -------------------------------------------------------------------------
    Unallocated working capital                                     $105,155
    -------------------------------------------------------------------------
    Total                                                        $15,755,155
    -------------------------------------------------------------------------
    

    Sponsorship
    -----------

    A general policy of the Exchange requires that a sponsor be retained to
prepare a sponsor report in compliance with Exchange Policy 2.2. The
Corporation will apply to the Exchange for an exemption from the sponsorship
requirements from the Exchange as a result of the Offering. It is expected
that an exemption from the sponsorship requirement will be obtained.

    Arm's Length Transaction
    ------------------------

    Since the transaction is arm's length, the Corporation is not required to
obtain shareholder approval. Detailed information regarding the Qualifying
Transaction is contained in the Filing Statement available on SEDAR at
www.sedar.com, which the Corporation encourages its shareholders to review.

    Board of Directors and Management
    ---------------------------------

    Immediately following completion of the Qualifying Transaction:

    
    (a)    the board of directors of the Resulting Issuer is expected to be
           comprised of the following five individuals: Philip Rogers, Alisa
           Rogers, Richard D. McGraw, David Garman and David Samuels.

    (b)    the audit committee of the Resulting Issuer is expected to be
           comprised of: Richard McGraw, David Samuels and David Garman; and

    (c)    the compensation and corporate governance committee is expected to
           be comprised of: Richard McGraw, David Samuels and David Garman.
    

    The management team of the Resulting Issuer is expected to be comprised
of the following individuals:

    Philip Rogers, Chief Executive Officer and President
    David Samuels, Chief Financial Officer
    William Fetzer, Vice President, Business Development
    Stephen Roy, Vice President, General Manager

    Profiles of the proposed directors and senior officers of the Resulting
Issuer are as follows:

    Philip Rogers, 56, is a co-founder of OADS. Following completion of his
undergraduate work at Cornell University and his graduate work at the
California Institute of Technology, Mr. Rogers began his career as an
aerospace engineer at Lockheed Martin (Advanced Development Projects, Skunk
Works) in Burbank, California in Aerodynamics and Flight Controls. Mr. Rogers
was a leading design engineer on several classified advanced aircraft. Rising
to the position of Special Projects Director at the Skunk Works, he led the
design effort for several classified vehicle programs, and pioneered the
development of the Lockheed laser air data system as a low observable
replacement for conventional pneumatic Pitot tubes. Mr. Rogers was the
recipient of Lockheed's most prestigious technical award, the Robert Gross
Award for Technical Excellence/Engineer of the Year, as well as the Inventor
of the Year award. In 1990, together with his wife Alisa Rogers, Mr. Rogers
co-founded OADS to capitalize on newly emerging fiber optics technology in the
telecommunications industry. Under Mr. Rogers' leadership, OADS has grown to
become a recognized world leader in fiber optic laser and remote sensing
technology. Mr. Rogers holds a Master of Science in Aerospace Engineering from
Cornell University, New York and a Bachelor of Science in Engineering Physics
from Cornell University, New York. Mr. Rogers also holds a degree in aerospace
engineering from the California Institute of Technology, Pasadena, California.

    Alisa Rogers, 53, is a co-founder of OADS. Ms. Rogers began her career as
an aerospace engineer at Lockheed Martin (Advanced Development Projects, Skunk
Works) in Burbank, California in Commercial & Advanced Development Projects as
the engineer responsible for the structural bonding of the L-1011 fuselage,
the world's largest bonded structure at the time. In addition, she was
involved with numerous other programs at Lockheed Martin, including the
development of an all-composite empennage for the L-1011, the development of
the low observable coating on Lockheed Martin's Stealth Ship and advanced
window materials for the F-117 as well as other classified programs. In 1990,
together with her husband Philip Rogers, Ms. Rogers co-founded OADS to
capitalize on newly emerging fiber optics technology in the telecommunications
industry. Ms. Rogers holds a Master of Science in Chemistry from the
University of Southern California, Los Angeles and a Bachelor of Science in
Chemistry from Syracuse University, New York.

    Richard D. McGraw, 63, is a director and the chief financial officer of
the Corporation. He has served as president and chief executive officer of
Lochan Orca Group of Companies, private investment companies, since 1972. Mr.
McGraw served as president and chief executive officer of Vitran Corporation
Inc., a transportation and logistics services company from 1983 until 2002, a
director from 1987 to present and chairman since 2002. He has also been a
director of Exco Technologies Limited since 1992 and chairman since 2006. He
has also served as a director of OutdoorPartner Media Corporation since 2004
and chairman since 2006, and as a director of Feel Good Cars Corporation since
2004 and chairman since 2006. He received a bachelor of commerce from the
University of British Columbia.

    David Garman, is currently a principal in the consulting firm Decker
Garman Sullivan and Associates, LLC, with a client base that includes Fortune
500 companies, national laboratories, universities and "greentech" startups.
Prior to launching Decker Garman Sullivan and Associates, LLC, Mr. Garman was
the Under Secretary of the U.S. Department of Energy. Prior to that, he was
the Assistant Secretary for Energy Efficiency and Renewable Energy. Both of
these positions were Presidential appointments, and Mr. Garman was twice
confirmed unanimously by the United States Senate. At the Department of
Energy, Mr. Garman led several multi-billion dollar enterprises, shaped U.S.
national energy policy at the highest levels, and played a leading role in the
development and implementation of major Presidential initiatives. Mr. Garman
currently serves on several boards of directors and advisory boards, including
the Electric Power Research Institute Advisory Board and the States Energy
Council. He holds a Bachelor of Arts in Public Policy from Duke University,
and a Master of Science in Environmental Sciences from the Johns Hopkins
University.

    David Samuels, 47, is a seasoned financial executive with more than 20
years of broad-based financial and business experience with publicly traded,
venture-backed and privately held businesses with revenues ranging from $10M
to over $1B. He has completed nearly $200M of equity and debt financings. Mr.
Samuels is currently the Chief Financial Officer of Lavell Systems, Inc., a
leader in the satellite communications industry. Immediately prior to joining
Lavell Systems in July 2007, Mr. Samuels was the Chief Financial Officer for
SunRocket, Inc., formerly the nation's second largest independent Internet
voice services provider, which secured more than $100M in financing from
premier venture capital investors. Preceding SunRocket, Mr. Samuels was VP
Finance/Controller of GTSI Corp. (NASDAQ:   GTSI), a recognized IT solutions
provider with annual revenues in excess of $1B during his tenure. Prior to
joining GTSI, Mr. Samuels was Senior Vice President, Chief Financial Officer
and Treasurer of Invenda Corp., formerly E-centives, Inc. (SWX: INVN), a
provider of interactive direct marketing technologies and services. Mr.
Samuels began his career in the assurance practice of KPMG LLP. Mr. Samuels
holds an MBA in Finance and Investments from The George Washington University,
a BS in Accounting, magna cum laude, from the University of Connecticut, and
additional executive training at The Aspen Institute. He holds a CPA
certificate in the State of Maryland.

    William Fetzer, 60, has been conducting business development activities
for OADS since 2006 and is responsible for introducing Rockwell Collins, the
licensee of the LandSafe(TM) aircraft survivability system, to OADS. Mr.
Fetzer is also the founder and President of FetzEnt, Inc., a strategic
business management consulting firm, providing advice and operational
management expertise to U.S. and international companies in the field of
national defense and training systems. Since 1998, has Mr. Fetzer consulted
with several major defense contractors and has been selected to lead several
evaluation teams tasked with vetting proposals for multi-million dollar
training system contracts. Prior to starting his own consulting firm, Mr.
Fetzer rose to the rank of Captain in the United States Navy, where he was
promoted to the position of Program Manager for Naval Aviation Training
Systems, where he was responsible for the development, production, and support
of all Naval Aviation Training Systems. In 1993, Mr. Fetzer was selected as a
Legislative Fellow to U.S. Senator John McCain, responsible for briefing
Department of Defense issues and Business Development matters affecting the
Senator. Mr. Fetzer holds an MS in both Aeronautical Engineering and Systems
Management and is a graduate of the United States Naval Academy.

    Stephen Roy, 43, has been the Operations Director for OADS since 2006,
working directly under the President, Vice-President and founders, supervising
the daily operations of OADS. In addition to providing overall management
supervision, Mr. Roy was integral to the planning and execution of several
major government contract efforts on behalf of OADS, one of which resulted in
the success of the LandSafe(TM) aircraft survivability system and resultant
Rockwell Collins License Agreement. Mr. Roy came to OADS from the U.S.
Department of Justice, Federal Bureau of Investigation, where as a Special
Agent he supervised and participated in several high profile national security
matters requiring exceptional program management skills, administrative
oversight, and personnel leadership. Mr. Roy received the 2005 Award for
Public Service from the U.S. Attorney for the Eastern District of Virginia for
identifying and disrupting a major threat to public safety. Mr. Roy served as
an officer in the U.S. Marine Corps and was designated a Naval Aviator and
Professional Adjutant. Mr. Roy is a graduate of Skidmore College with a BA in
Political Science and History.

    Conditions
    ----------

    Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and if
applicable pursuant to Exchange Requirements, majority and minority
shareholder approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that the
transaction will be closed as completed or at all.
    Exchange approval requires, among other things, satisfaction by the
Resulting Issuer of the minimum listing requirements, including adequate
financial resources and working capital, sponsorship, background review of the
proposed directors, officers and insiders and share distribution. The
Corporation believes that the minimum listing requirements will be satisfied
or waived.
    Investors are cautioned that, except as disclosed in the Filing
Statement, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.
    All information contained in this news release with respect to the
Corporation and CTW was supplied by the Corporation and CTW, respectively, for
inclusion herein, and with respect to such information, the Corporation and
its board of directors and officers have relied on CTW.
    All of the Corporation's public disclosure filings may be accessed via
www.sedar.com and readers are urged to review these materials.
    The Exchange has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release. The Exchange has in no way passed upon
the merits of the proposed Qualifying Transaction and has neither approved nor
disapproved the contents of this release.

    %SEDAR: 00024977E




For further information:

For further information: Richard McGraw, Chief Financial Officer,
Bayview Public Ventures Inc., e-mail: rmcgraw@loigroup.com, Tel: (416)
944-2700

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BAYVIEW PUBLIC VENTURES INC.

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