NSPG Update On Plasco CCAA Outcome

BLIND RIVER, ON, Sept. 28, 2015 /CNW/ - North Shore Power Group Inc. ("NSPG") is pleased to report that in connection with the Companies' Creditors Arrangement Act ("CCAA") protection sought and obtained by Plasco Energy Group Inc. ("Plasco") on February 11th, 2015, a Global Settlement Agreement was executed on July 31st, 2015 and became effective this past Friday, September 25th, 2015.

NSPG's mandate from our stakeholders in the Plasco CCAA process was clear: to negotiate and accept the plan of arrangement or settlement which is most commercially advantageous for the Corporation. This objective has been achieved.

CCAA Outcome

NSPG's status during the CCAA process was that of a secured creditor. The other material secured creditor was Canadian Water Projects Inc. ("CWP"). Secured creditors are stayed from exercising their rights and remedies during a CCAA process.

During the CCAA process, the Board and Management of Plasco continued to manage and operate the company under the supervision of the Court and its appointed Monitor.  As part of such continued operations, Plasco pursued a sales process for all or part of the business and/or assets of Plasco.  This sales process was led by a financial advisor selected and retained by Plasco's Board.

No buyer for Plasco came out of this sales process.  Plasco elected to liquidate the assets at Trail Road where NSPG and the other secured creditors, including the Province of Ontario, had interests.

The secured creditors NSPG and CWP had no part in these decisions and developments.

NSPG and CWP Acquire Plasco

In order to preserve value, NSPG, CWP and Plasco negotiated a Global Settlement Agreement, pursuant to which the secured creditors acquired Plasco and its key subsidiaries, free and clear of third party liabilities. As part of the acquisition Plasco retained all global intellectual property produced as a result of a decade-long $400 million investment program at Plasco.

In addition, the Global Settlement Agreement confirmed that the secured creditors are entitled to their pro rata share of the net proceeds from the liquidation of other assets which were transferred out of Plasco prior to our acquisition.

The Global Settlement Agreement is available on the web at: http://documentcentre.eycan.com/eycm_library/Plasco%20Energy%20Group%20Inc/English/Court%20Orders/Global%20Settlement%20Agreement%20(Execution%20Version).pdf

Thus, through the Global Settlement Agreement, NSPG:

(i)

Preserved its right to the cash liquidation proceeds to which it would otherwise have been entitled;

(ii) 

Together with CWP, acquired complete ownership of  Plasco free of all third party liabilities, and including all tax attributes and global Intellectual Property and commercial plant designs;

(iii) 

Together with CWP, was then empowered to offer Plasco for sale for the full value of our secured claims.

NSPG and CWP Divest Plasco: The Path Forward

NSPG and CWP are pleased to have chosen RMB Advisory Services Inc. of Ottawa, Ontario to acquire Plasco from us under terms which provide security over all Plasco assets to support repayment of the value of our loans.

RMB Advisory is owned by Mr. Roderick Bryden. Mr. Bryden is now the sole Director of Plasco and has been appointed Chair and Chief Executive Officer, a position previously held by Mr. Bryden from Plasco's formation in 2005 until January 2014.

Mr. Graeme Lowry, Chief Executive Officer of NSPG, said, "We are pleased to see Mr. Bryden's return to the helm of Plasco, and have confidence in his ability to put Plasco back on track to becoming a dominant force in the waste-to-energy sector, which is an important part of NSPG's cleantech business strategy. Notwithstanding the temporary CCAA distraction, we managed to procure, preserve and transfer the core asset values in Plasco: the intellectual property and commercial plant designs. It was not an easy nor a simple process, and our thanks go out to all involved."

Mr. Bryden has committed capital, recruited key senior staff, and has already begun the process for the resurgence of Plasco as a vital going concern to commercialize the Plasco technology. Please see today's Plasco press release.

SOURCE North Shore Power Group Inc.

For further information: Questions for NSPG: questions@northshorepowergroup.com

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