VANCOUVER, April 30 /CNW/ - EnCap Investments Inc. (the "Company" or
"EnCap") (TSX Venture: ENC.P) has entered into a Letter of Intent dated April
17, 2009 (the "LOI") with Sustainable Energy Properties Inc. ("SEP"), a
Wyoming corporation with offices in West Vancouver, British Columbia and
Houston, Texas. SEP is a newly formed corporation which is actively assembling
significant land assets and acquiring existing companies (the "Portfolio
Companies") in order to provide for SEP's developing operations in the
renewable and non-food feedstock energy sectors, including subsidiaries in the
renewable energy, gasification, energy recapture, energy project development,
clean tech and renewable energy technology and contracting sectors. The LOI
provides for EnCap to acquire all of the issued and outstanding shares of SEP
in exchange for shares of EnCap (the "Transaction"). SEP intends to continue
issuing shares as it adds assets and Portfolio Companies that are slated to
close prior to the closing of the Transaction and, accordingly, the number of
EnCap shares to be issued at the closing of the Transaction has not been
determined by the parties. EnCap is a capital pool company ("CPC") and intends
the Transaction to constitute its Qualifying Transaction under the policies of
the TSX Venture Exchange (the "Exchange").
The parties have agreed to negotiate a definitive agreement in order to
formalize the terms of the Transaction that will be subject to conditions such
as the approval of all shareholders of SEP to sell their shares, the mutual
agreement of the parties as to the consideration payable for acquisition of
SEP, and Exchange acceptance of the Transaction.
The Transaction is an arm's length transaction. Shareholder approval is
not expected to be required under the policies of the Exchange because of the
arm's length nature of the Transaction; however, shareholder approval for the
Transaction may be sought or required.
Under the LOI, EnCap agreed to advance, as a non-refundable deposit,
$25,000 to SEP to cover certain costs in pursuing the Transaction. The parties
do not expect to complete a financing in conjunction with the Transaction, as
the Resulting Issuer is expected to be funded by SEP operational finances
and/or by SEP's equity or debt financing efforts.
The LOI provides that, as of the date of the closing of the Transaction,
SEP will have revenue within its subsidiaries, a pipeline of renewable energy
projects, and a 24 month business plan to support the Transaction
Upon completion of the Transaction, EnCap intends to continue developing
the business of SEP. EnCap expects to be considered a "Technology" issuer
under the policies of the Exchange and expects that the Transaction will meet
minimum listing requirements for a Tier 2 issuer and, subject to meeting
Exchange requirements, possibly a Tier 1 issuer.
Sustainable Energy Properties, Inc.
SEP was recently formed by Paul Cox and Scott Jarnagin in order to
develop clean tech and renewable energy technologies and solution providers
which, combined with SEP's operations and management services units, can
enable SEP to develop renewable power projects, cultivate non-food feedstocks
for energy generation, and build, manage and supply technology and management
to customers, joint venture partners and SEP Portfolio Companies. SEP is
pursuing or plans to have control of significant land and to have key
subsidiary companies as part of SEP to provide for SEP's operations in the
renewable energy, and non food feedstock energy sectors, including
subsidiaries in the gasification, energy recapture, solar, energy project
development, clean tech and renewable energy technology.
SEP intends to apply innovative clean tech solutions for applications
within the infrastructure and energy sectors, adding long-term value for its
stakeholders through the encouragement of entrepreneurship, social
responsibility, and sustainable practices as well as transparent, efficient
and scalable management. SEP's vision statement suggests their aggressive
stance: To achieve worldwide business traction and be recognized as a provider
of effective and innovative sustainable solutions that provide economically
feasible sustainable energy and technology to markets.
As set out in the LOI, upon closing of the Transaction, the Board of
Directors of EnCap is expected to be comprised of nominees of SEP, including
Paul Cox, Scott Jarnagin, Karl Watkin, and Jeff Pendergraft. Harley Sinclair,
Eugene Beukman and Gary Monaghan will resign as directors and/or officers of
EnCap upon the closing of the Transaction.
Brief biographies of the proposed nominees of SEP were provided by SEP
and are highlighted below.
Paul Cox - In addition to SEP, Mr. Cox founded and operates Pilotage
Capital Corp., a management consulting company primarily involved in the
renewable energy sector. He is also the President, CEO, CFO and director of
TSX Venture listed Avian Capital Corp. and Adcore Capital Inc., both of which
are CPCs currently in the process of completing their respective qualifying
transactions. He also holds Board and officer positions with Envortus Inc, a
waste to energy and wind energy development company, and with Nova Solar
Corp., a CSP solar technology and energy provider company. Previous to these
and following his six years in the commercial real estate and finance
industry, Mr. Cox was the founder and President TeraGlobal Communications Corp
(NASDAQ National board) from 1997 to 2000. Mr. Cox was subsequently the
founder and held senior management positions with several companies in the
technology, services, capital and renewable energy fields.
Scott Jarnagin - Mr. Jarnagin currently serves as Chairman of Entropy
Partners, LLC, a US based firm focused on investment in renewable energy and
environmental technologies. He is a partner in Green Atlantic Partners, a
boutique hands on firm who work closely with a select group of clients
throughout the world. Green Atlantic Partners approaches sectors which are
traditionally focused on energy and environmental technologies; however, in
some regions, such as China, this has expanded to include natural resources
and enabling technologies for both sectors. Prior to Entropy Partners & Green
Atlantic Partners, Mr. Jarnagin was the Founder, CEO and President of TRC,
Inc., a commercial services company operating in Texas, California, Oklahoma,
Karl Watkin - Mr. Watkin is a global serial entrepreneur, currently with
significant interests in China, climate change and sustainable technologies.
Mr. Watkin is Chairman of the United Nations Bio Energy advisory board, and a
member of the Clinton Global Initiative. He is currently working on several
major projects in the UK, Africa, and China (with the Chinese government). He
founded D1 Oils plc ("D1") and developed the alternative feedstock strategy of
jatropha. He was the founder/founding shareholder and/or driving force in a
number of alternative climate change reduction businesses including Helius
Energy PLC which specializes in creating electricity from patented bio mass
equipment; Proton Power Systems which is a developer of Hydrogen fuel cell
solutions; and Sabien Technology PLC which is in the energy reduction for
building heating systems sector. Mr. Watkin is helping the City of London with
its financial services strategy in China and the Chinese government with their
climate change policies, and has participated in a number of UK government
ministers visits to China and India. In addition, he is Chairman of Green
Atlantic Partners and a partner in Entropy Partners LLC.
Jeff Pendergraft - Mr. Pendergraft is the founder of the Wind Rose Group,
an energy investment and advisory firm. He currently serves as Chairman and
CEO of HNNG Development, a company focused on commercialization of low BTU
natural gas, and has served in those positions since 2004. He is also a
director of Blast Energy Services Incorporated. His broad background includes
private investments, financings, mergers and acquisitions. Prior to forming
the Wind Rose Group in 2001, he was EVP and Chief Administrative Officer at
Lyondell Chemical, a $12 billion international chemical and refinery business,
and prior to that he served as staff counsel for ARCO and was a corporate
executive with Atlantic Richfield Company and its successor organizations.
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 the Transaction will require sponsorship and
plans to provide a news release update once a sponsor has been retained. EnCap
also expects that trading in its common shares will remain halted pending
completion of the Qualifying Transaction. The common shares of EnCap may trade
sooner, only upon Exchange approval and the filing of 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. Where applicable, the
Transaction cannot close until the required shareholder approval is obtained.
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
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.
ENCAP INVESTMENTS INC.
ON BEHALF OF THE BOARD OF DIRECTORS
President, CEO, CFO and Director
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.
For further information:
For further information: Harley D. Sinclair, President, CEO and CFO,
EnCap Investments Inc., (778) 785-0321