ANERGY ANNOUNCES MERGER AGREEMENT WITH ALLCOGREEN CORP. IN CONTEMPLATION OF
ITS QUALIFYING TRANSACTION

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

 TSX-V:  ACA.P

VANCOUVER, Nov. 16 /CNW/ - Anergy Capital Inc. ("Anergy"), a capital pool company, announces that it has entered into an Agreement and Plan of Merger and Reorganization dated November 10, 2010 (the "Merger Agreement") with AllcoGreen Corp. ("AllcoGreen"), a private Delaware corporation. The Merger Agreement contemplates the acquisition of AllcoGreen by Anergy pursuant to a plan of merger to be effected under the Wyoming Business Corporation Act. The transaction will take the form of a merger (the "Merger") of and among Anergy Acquisition Corp., Anergy's wholly-owned Wyoming subsidiary, and AllcoGreen. AllcoGreen will remain as the surviving corporation ("Resulting Issuer") and a wholly-owned subsidiary of Anergy. It is anticipated that the Merger will constitute Anergy's Qualifying Transaction ("QT") under the policies of the TSX Venture Exchange (the "Exchange").

About AllcoGreen

AllcoGreen was incorporated in the state of Wyoming on February 4, 2009. AllcoGreen intends to acquire the entire share capital of Texas based Allco, LLC and several affiliated entities prior to the closing of the QT pursuant to an Share Purchase Agreement which has been entered into by the parties.  AllcoGreen intends to close these acquisitions prior to the Qualifying Transaction.  AllcoGreen intends to build on the strong operational history of its subsidiaries and become a leading green building and construction company. Based in Texas, AllcoGreen expects to continue as an established and diverse firm specializing in commercial building, wetlands and mitigation bank development (development and maintenance such that lands can be certified as designed to mitigate or offset environmentally damaged lands in other areas), construction management, and traditional construction equipment rentals.  After the acquisitions, AllcoGreen plans to combine the success and capabilities of Allco, LLC and the clean-tech sector experience of AllcoGreen's management to establish itself as an industry leader in green building, construction, and development support. 

Future Development of the Business of AllcoGreen

LEED Certified Projects Developed by the U.S. Green Building Council, Leadership in Energy and Environmental Design (LEED) is an internationally recognized certification system for projects utilizing green building techniques. The number of registered LEED projects has skyrocketed since 2005, with the adoption of energy performance building codes in nearly every state in the U.S. and many cities including in AllcoGreen's main market of Houston, Texas.  With the mandated LEED certification of all public sector new construction and major renovation projects and the company's existing pipeline of public sector construction projects, LEED certified construction is expected to become a growth area for AllcoGreen.

Zero Emission Construction Rentals

AllcoGreen's rental division will offer a wide range of traditional construction equipment, and future plans include offering of zero emission electric rentals as well. Planned electric rentals include forklifts and a variety of equipment and man lifts both towable and self-propelled.  Not only are these rentals environmentally friendly, but they can provide customers with a unique solution for equipment use. These electric rentals are also ideal for areas where fuel cannot be delivered quickly such as remote distribution facilities and offshore oil rigs.

Recycling

AllcoGreen plans to provide construction and demolition debris recycling services. Unlike traditional recyclers of C&D debris, AllcoGreen plans to specialize in other beneficial uses of C&D debris such as providing feedstock for waste to energy projects.

Principal Shareholders of AllcoGreen

The principal shareholders of AllcoGreen who each hold more than 10% of the issued and outstanding common shares of AllcoGreen are Paul Cox, the President and a founding director of AllcoGreen, and Scott Jarnagin, the CEO and founding director of AllcoGreen. Currently, Messrs. Cox and Jarnagin directly hold 50% each of the outstanding common shares of AllcoGreen.

Arm's Length Transaction

The Merger will not constitute a Non-Arm's Length Qualifying Transaction (as defined in Exchange Policy 2.4 Capital Pool Companies).

No Shareholder Approval Required

As the Merger will not constitute a Non-Arm's Length Qualifying Transaction or a related party transaction (as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions), Anergy is not required to obtain the approval of its shareholders in order to effect the Merger.

Merger Consideration

The number of common shares of Anergy to be issued in exchange for each issued and outstanding common share of AllcoGreen upon the closing of the Merger has not yet been determined. The parties intend to agree upon this number as soon as reasonably possible. 

The securities of Anergy to be issued to the security holders of AllcoGreen will be issued pursuant to exemptions from the registration and prospectus requirements of the applicable securities legislation, will be subject to resale restrictions as required under the applicable securities legislation, and may be subject to escrow restrictions as required by the Exchange.

Conditions Precedent to Completion of Merger

The completion of the Merger is subject to a number of conditions precedent including, but not limited to, the following:

1.		the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Merger;
2.		the confirmation of the representations and warranties of each party to the Merger Agreement as set out in the Merger Agreement;
3.		there must be available exemptions for the offer and issuance of the securities of Anergy to the security holders of AllcoGreen from:

						(a)	the registration requirements of the United States Securities Act of 1933, as amended, and all applicable state securities and blue sky laws; and
						(b)	the prospectus and registration requirements of the Securities Act (British Columbia) and the securities legislation of such other Canadian jurisdictions as may be applicable;

4.		the absence of any material adverse effect on the financial and operational condition or the assets of each of the parties to the Merger Agreement;
5.		the delivery of standard completion documentation including, but not limited to, legal opinions from Canadian and U.S. legal counsel, officers' certificates and certificates of good standing;
6.		either the Exchange shall not require, or shall grant an exemption from the requirement for, the engagement of a "sponsor" pursuant to Policy 5.2 of the Exchange or a sponsor shall be engaged by the parties in satisfaction of the requirement contained in that policy; and
7.		other conditions precedent customary for a transaction such as the Merger.

The completion of the Merger is intended to occur at a mutually agreeable date upon the satisfaction or waiver of the conditions precedent, targeted for December 31, 2010, or other such date as may be agreed to by Anergy and AllcoGreen.  The Merger Agreement may be terminated for reasons including, but not limited to, the following:

				(a)			by mutual consent of the parties, if the boards of directors of each so determines by vote of a majority of the members of its entire board; or
				(b)			by either party, if the other party materially breaches any of its representations, or fails to perform any of its material covenants, contained in the Merger Agreement, subject to the right of the party in breach to cure it within 20 business days.

Proposed Post-Merger Board of Directors

It is the intention of Anergy and AllcoGreen to establish and maintain a board of directors that consists of directors with a combination of appropriate skill sets and is compliant with all regulatory and corporate governance requirements. The board of directors of Anergy currently consists of three members who will resign upon the completion of the Qualifying Transaction and it is expected that the board will be comprised of nominees of AllcoGreen, namely Thomas Harrison, Eugene Allen, Paul Cox and Scott Jarnagin.

Thomas Harrison

Mr. Harrison is one of the founders and currently serves as the CEO of Allco, LLC.  Prior to founding Allco, LLC in 1985, Mr. Harrison served as the Chief Financial Business Manager of Bella Company of Beaumont, Texas. From 1972 to 1977, he served as the Vice President of Texas Bank of Beaumont.  He currently serves on the board and founded East Bay Farms LLC, a mitigation bank developer. 

Eugene Allen

Mr. Allen has over 60 years experience in the construction industry and is one of the founders and currently serves as Vice President of Allco, LLC.  Prior to founding Allco, LLC in 1985, he served on the board of Bella Company of Beaumont, Texas.  While at Bella Company of Beaumont he held the position of Divisional Manager and had complete managerial responsibility for all building construction projects and later assumed the responsibility of total overall operations of the company. Mr. Allen also served as Chief Estimator and General Superintendent with Chris Smith Construction Company. 

Paul Cox

Mr. Cox is a board member and officer of Sustainable Energy Properties, Inc, AllcoGreen Corp., Entropy Power Corp, and Project Green Lonestar 1 Corp., all of which are companies in the renewable energy and clean tech industries. He is also a director of Wind River Energy Corp. (formerly Adcore Capital Inc.) and served as its President, CEO and CFO from 2007 to August 2010.  He is also a director of Aegis Investment Management (Golf), Inc. (formerly Avian Capital Inc.) and served as its President, CEO and CFO from 2006 to December 2009. He has been a director and officer of New Power Systems Corp., a company involved in the renewable energy sector which Mr. Cox founded in 2005.  From 2003 to 2005, Mr. Cox was founder and CEO of EP&T Corp., a Florida-based company marketing debit cards and related services to financial services companies.  In 2001 he co-founded RadioWeb Communications Inc., an audio content delivery and technology development company and was their President and a director until 2003.  From 1997 to 2002, he was a director, President and co-founder of TeraGlobal Communications Corp., which was listed on the OTCBB and then NASDAQ. Prior to this he held several executive positions with communications technology and commercial real estate companies.

Scott Jarnagin

Mr. Jarnagin has been an entrepreneur for over 25 years and serves as Chairman of Sustainable Energy Properties, Inc.  Mr. Jarnagin is also the Chairman of Entropy Partners, LLC, a U.S.-based firm focused in the sustainable energy and environmental technologies sectors.  He recently served with Green Atlantic Partners ("GAP"), a boutique hands-on firm who work closely with a select group of clients throughout the world.  While at GAP the firm was involved in the public listing of a number of alternative climate change reduction businesses including D1 Oils Plc, a firm specializing in the commercialization of jatropha as a bio-fuels feedstock. Prior to Entropy Partners & GAP, Mr. Jarnagin was the Founder, CEO and President of TRC, Inc., a commercial services company operating in Texas, California, Oklahoma, and Louisiana.  Mr. Jarnagin currently serves on the board of each of AllcoGreen Corp., Eco Villas Corp., a company which develops low carbon villages, and Alagamentia, a firm that specializes in the deployment of a proprietary technique wherein filamentous algae grow on a floway (the algae biomass is used directly for animal feed or for producing methane-rich biogas in an anaerobic digester).

About Anergy

Anergy, a capital pool company within the meaning of the policies of the Exchange, was incorporated on May 8, 2008 and was listed on the Exchange on August 5, 2010.  Anergy does not have any operations and has no assets other than cash.  Anergy's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.

Trading in the common shares of Anergy has been halted on the Exchange since October 4, 2010 and will resume trading on the completion of the Qualifying Transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the 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 transaction, 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.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING INFORMATION

Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to Anergy's beliefs, plans, expectations, anticipations, estimates and intentions, such as Anergy's acquisition of AllcoGreen by way of the Merger, the completion of the Private Placement by AllcoGreen and the activities of Anergy and AllcoGreen after the Merger.  The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information.  The forward-looking information in this news release describes Anergy's expectations as of the date of this news release and includes that (a) the QT will take place and that it will be in the form of a Merger, (b) AllcoGreen will acquire the entire share capital of Allco, LLC and other related companies before the QT, (c) AllcoGreen will continue as an established firm specializing in the stated business areas, (d) the Resulting Issuer will become an industry leader in the clean-tech sector, (e) the Resulting Issuer will become a leader in LEED certified projects, (f) the Resulting Issuer will offer zero emission electric rentals, (g) the Resulting Issuer will provide construction and demolition debris recycling services, (h) the Resulting Issuer plans to specialize in other beneficial uses of debris, (i) the parties will agree upon the merger consideration, (j) the securities of Anergy to be issued to the security holders of AllcoGreen will be issued pursuant to exemptions from the registration and prospectus requirements of the applicable securities legislation, subject to resale restrictions as required under the applicable securities legislation and may be subject to escrow restrictions as required by the Exchange, (k) the Resulting Issuer will establish and maintain a board of directors that consists of directors with a combination of appropriate skill sets and is compliant with all regulatory and corporate governance requirements and (l) the current board of directors of Anergy will resign upon the completion of the QT and that the named persons will become directors.

Anergy cautions that the foregoing list of material factors is not exhaustive.  Accordingly, readers should not place undue reliance on forward looking statements.  When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.  Anergy has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events.  However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF ANERGY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.  WHILE ANERGY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

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For further information:

Harley Sinclair
Chief Executive Officer
ANERGY CAPITAL INC.
1010-609 Granville Street
PO Box 10354, Pacific Centre
Vancouver, BC   V7Y 1G5

T: [phone]
F: [phone]
E: [email protected]