VANCOUVER, July 29 /CNW/ - EnCap Investments Inc. (the "Company" or "EnCap") (TSX Venture: ENC.P) is pleased to announce that it has entered into an Agreement and Plan of Merger and Reorganization dated as of July 15, 2010 (the "Merger Agreement") with Sustainable Energy Properties Inc. ("SEP"). The transaction between EnCap and SEP (the "Merger") will serve as EnCap's qualifying transaction pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange").
EnCap and SEP have agreed to effect the transaction by merging with a newly formed wholly owned Wyoming subsidiary of EnCap ("Subco") with SEP. Following the Merger, SEP will be a wholly-owned subsidiary of EnCap. EnCap will also change its name as at the close of the Merger. All issued shares of SEP will be exchanged for common shares of EnCap.
SEP must obtain shareholder approval of the Merger.
Proposed Management and Insiders
Upon completion of the Merger, the initial directors and officers of EnCap and SEP will be Scott Jarnagin, Paul Cox and two additional persons to be confirmed by SEP at a later date.
Sustainable Energy Properties, Inc.
Sustainable Energy Properties Inc ("SEP") is a sustainable energy and clean-tech technology company whose business model calls to utilize licensed or acquired technologies and partner solutions for the development of sustainable energy complexes and low carbon villages, along with stand alone energy and power facilities developed on SEP's substantial land holdings in Mexico and the south eastern United States. SEP has secured 15 owned and long term leased properties in order to deploy the SEP technology and partner solutions. SEP has secured technologies and companies in multiple segments including but not limited to heat transfer and solar panel cooling, waste to energy, electric and hybrid transportation, and advanced natural gas extraction. SEP continues to develop as a dynamic company in the sustainable energy arena.
SEP is a Wyoming corporation having offices in Vancouver, British Columbia and Houston, Texas.
The Qualifying Transaction
Sponsorship of a qualifying transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange.
EnCap expects that trading in its common shares will remain halted pending completion of its qualifying transaction. The shares may trade sooner, only upon Exchange approval and the filing of the required materials with the Exchange as contemplated by the CPC policy.
Completion of the transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. 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 Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The statements made in this press release may contain certain forward-looking statements concerning potential developments affecting the business, prospects, financial condition and other aspects of EnCap Investments Inc. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of EnCap Investments Inc. management as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the Company's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of the Company. EnCap Investments Inc. disclaims any obligation to update information contained in any forward-looking statement.
Neither 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.
SOURCE ENCAP INVESTMENTS INC.
For further information: For further information: Responsible Officer: Harley D. Sinclair, President, Company Telephone Number: (778) 786-1431