VANCOUVER, Jan. 21 /CNW/ - Carbon Friendly Solutions Inc. (CNSX: CFQ) ("CFS" or the "Company") is pleased to announce that the amendment of
the share purchase agreement (the "Amendment Agreement") in connection
with the acquisition of MicroCoal Inc. ("MCI" or "MicroCoal"), as
announced on January 11, 2011, has now been signed by the Company,
MicroCoal and all of the MicroCoal shareholders.
In accordance with the Amendment Agreement, the MicroCoal shareholders,
except for one MicroCoal shareholder, have agreed to exchange their
shares of MicroCoal on a pro rata basis for 10,957,778 common shares of
CFS stock at a price of CAD$ 0.27 per share, which equals a total of
US$3 million (the "Exchange"). Upon the completion of the Exchange, CFS
will become a majority shareholder of MicroCoal holding 58.21% of the
outstanding share capital of MicroCoal. The Exchange is expected to
occur in the very near future and is to occur prior to the closing of
the other transactions contemplated in the Share Purchase Agreement
In addition to the Exchange, the Company is to complete a private
placement financing up to CAD$6 million (the "Financing") and from such
proceeds, the Company is to pay (i) US$1 million cash to a certain
creditor/shareholder of MCI in consideration for the forgiveness of
certain outstanding debt owed to such creditor by MCI and for the
re-purchase of such creditor's 1,013 MCI shares for cancellation; and
(ii) up to US$85,000 cash to certain other creditors of MCI to settle
other outstanding indebtedness owed by MCI.
Upon closing of the entire Transaction, including the completion of the
Financing and the settlement of certain indebtedness to MicroCoal
creditors, financiers or shareholders, the Company will own 100% of
Stan Lis, President and CEO of Carbon Friendly Solutions Inc. stated,
"Carbon Friendly is very pleased to confirm that the expected
completion of the share exchange will be an important milestone in the
acquisition of MicroCoal Inc. The progress of the entire transaction is
proceeding as expected."
About MicroCoal Inc.
MicroCoal Inc. was incorporated in May 2005 in the State of Delaware and
currently has its headquarters in Denver, CO with pilot facilities in
Golden, CO. MicroCoal is a clean energy company focusing on
commercializing the use of its patented technologies to decontaminate
and upgrade low-rank coals to match the energy levels of high-rank
coals for use by power utilities. MicroCoal's proprietary on-site
process not only cleans up coal at the power plant prior to combustion
by significantly reducing contaminants, but it also reduces GHG
emissions and improves fuel efficiency. The reduction in emissions
allows for the generation of substantial carbon credits in an industry
that is one of the world's largest producers of emissions. The
deployment of MCI's technology offers utilities significant economic,
environmental as well as operational benefits. Website address:
About Carbon Friendly Solutions Inc.
Carbon Friendly Solutions Inc. provides solutions and products for
companies, organizations and individuals looking to reduce or offset
their global warming impact caused by greenhouse gas ("GHG") emissions,
while including the generation of carbon credits for sale in the global
Voluntary and Compliance markets. Through its subsidiaries, Global CO2
Reduction Inc. and CO2 Reduction Poland Sp. z o.o., CFS is focusing on
removing and offsetting GHG emissions from the development of
reforestation projects and renewable energy technology projects that
are independently validated and verified to globally recognized
standards and methodologies. Website address www.carbonfriendly.com
On behalf of the Board of Directors
Carbon Friendly Solutions Inc.
President and Director
Certain statements included in this News Release contain forward-looking
statements, including disclosure concerning possible or assumed future
results of operations of the Company. Forward-looking statements
typically are preceded by, followed by or include the words -
"believes," "expects," "anticipates," "estimates," "intends," "plans,"
"or similar expressions. Forward-looking statements are not guarantees
of future performance. They involve risks, uncertainties and
assumptions, and the Company's results could differ materially from
those anticipated in these forward-looking statements.
SOURCE Carbon Friendly Solutions Inc.
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