TSX Venture Exchange Symbol: VFI.P
TORONTO, May 10 /CNW/ - Verdant Financial Partners I Inc. (TSXV: VFI.P) (the "Verdant"), a capital pool company, has entered into a non-binding letter of intent on May 7, 2010 to acquire certain assets (the "Proposed Transaction") of Inergy Power Corporation, Invantage Manufacturing Inc., and Trinergy Power Inc. (collectively the "Companies"). The assets consist of all of the intellectual property, patents, tangibles and miscellaneous interests of the Companies (the "Assets").
If the Proposed Transaction is completed, the Verdant will acquire the Assets for the following proposed consideration: a cash payment of $200,000 consisting of 4 payments of $50,000 upon closing and at the end of each of the next 3 years after closing; issuance of 360,000 common shares of the Company in 3 tranches of 120,000 shares at the end of each of the next 3 years after closing; entering into a 3 year employment agreement with the Principal and sole owner of the Companies, Todd Howley of Oakville, Ontario; and a loan to the Companies of $25,000 for working capital purposes prior to closing, pursuant to the policies of the TSX Venture Exchange (the "Exchange").
The Proposed Transaction would be subject to conditions precedent, including but not limited to satisfactory completion of due diligence and an independent assessment of the technology, execution of a definitive purchase and sale agreement; receipt of all required regulatory and other approvals; completion of a private placement of up $2,000,000 where the investors will acquire securities of Verdant through a unit offering, the terms of which are to be determined; and approval of the Proposed Transaction by shareholders of the Companies.
If completed, the Proposed Transaction is expected to constitute the Verdant's qualifying transaction pursuant to the policies of the Exchange. The Proposed Transaction is arm's length and therefore, not a Non-Arm's Length Qualifying Transaction (as defined in the policies of the Exchange).
A comprehensive press release with further particulars relating to the Proposed Transaction will be subsequently issued in accordance with the policies of the Exchange.
About the Companies
The Companies are located in Oakville, Ontario and currently manufacture bioreactors that are used to grow algae that are used as feed for fish farms in the US and Canada. Based upon this experience, the Companies have developed a proprietary technology to grow algae using the flue gas from coal-fired electricity plants. The proprietary technology involves very low cost bioreactors using a fourth generation design and a specific species of algae that grows rapidly in a wide pH and temperature range with the contaminants contained in the flue gas, and has a high lipid (fat) content. As a result, the harvested algae can be used as an additional fuel for coal-fired electricity plants.
About Verdant Financial Partners I Inc.
Verdant Financial Partners I Inc. is the first in a planned series of CPCs focused on generating superior shareholder returns through the creation of unique CPCs.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict, including but not limited to, receipt of regulatory and other approvals, entering into of a definitive agreement, availability of sufficient financing, satisfaction of closing conditions. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE VERDANT FINANCIAL PARTNERS I INC.
For further information: For further information: Paul Maasland, P.Eng., Chairman, Chief Executive Officer, and President, Tom Wallace, CA, CPA, Chief Financial Officer, Verdant Financial Partners I Inc., T: (416) 889-7378, firstname.lastname@example.org