NEWS
Acquisition Update
October 2, 2009Further to its press release dated August 24, 2009, Viridis Energy Inc. (TSXV:VRD) provides further information regarding its proposed acquisition of Cypress Pacific Marketing Inc. ("Cypress Pacific"), a major North American biofuel distributor.
Pursuant to an agreement dated August 24, 2009, Viridis will acquire all of the issued and outstanding shares in the capital of Cypress Pacific, in consideration of an aggregate total of 5.6 million common shares in the capital of Viridis, to be issued at $0.50 per share for an aggregate total value of $2.8 million. The transaction resulted from an arm's length negotiation between the two companies.
About Cypress Pacific
Cypress Pacific, a private company incorporated in the Province of British Columbia, specializes in the distribution of premium softwood pellets. Wood pellets are one of the new biofuels being adopted by the alternative energy industry. They provide a "green", environmentally friendly solution for both the domestic and industrial heating markets, and increased energy efficiencies. The global wood pellet industry is forecast to grow to $130.5 billion over the next five years. Canada is currently the world's second largest exporter of wood pellets.
Cypress Pacific ended fiscal year 2009 in February with over $6 million (CAD) in revenue and EBITDA of approximately $650,000. The company's primary business is wood pellet distribution to small and mid-sized hardware stores in the U.S. and Canada. Cypress Pacific distributes a high quality softwood pellet under separate brand names, including Okanagan Pellets™, Clean Burn™, Dragon Mountain™ and Surefire™.
Cypress Pacific has grown rapidly over the past four years and has funded its growth assisted by its fiscal discipline. The company's revenue was approximately $1 million in 2006 and has since grown to approximately $2 million, $4 million and $6 million respectively into 2009.
Christopher Robertson, chief executive officer of Cypress Pacific comments: "With this acquisition, Viridis will have the ability to emerge as a leader in the Canadian wood pellet distribution sector, and to seriously expand this profitable business in the green energy sector.
The Transaction
Pursuant the an agreement dated August 24, 2009, Viridis will acquire all of the issued and outstanding shares from the existing Cypress shareholders (the "Transaction"). In consideration, Viridis will issue an aggregate total of 5.6 million Viridis shares to the existing Cypress shareholders.
The names and jurisdiction of residence of each of the Cypress shareholders are listed below:
Geordie Munro (British Columbia)
Michele Rebiere (Ontario)
Christopher Robertson (British Columbia)
Lois Ann Robertson (British Columbia)
William Robertson (Ferndale, Washington).
Each of the Cypress shareholders act independent of each other and will not constitute a voting block. It is not anticipated that any new members will join the Board of Directors of Viridis, nor will the Transaction result in the creation of any new control persons. It is anticipated that, following completion of the Transaction, Christopher Robertson, the current chief executive officer of Cypress, will be appointed as chief executive officer of Viridis, and that Robert Gardner, current chief executive officer of Viridis, will be appointed Chairman of Viridis.
Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and may, among other things, require disinterested Shareholder approval. In such situation, 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. Pursuant to the policies of the TSX Venture Exchange, trading of the Viridis shares will remain halted until the requirements thereunder have been satisfied.
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 Viridis 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 press release.
About Viridis Energy Inc.
Viridis Energy Inc. (TSX: VRD-V) is a publicly traded company located in Vancouver, B.C. Viridis, previously known as "GridSense Systems Inc.", had previously been a Cleantech issuer in the business of engineering, developing, marketing and distribution of energy monitoring products, specifically with respect to electrical transmission and distribution grids, which allow the increase of energy efficiencies of traditional energy sources. On February 19, 2009, shareholders of the Issuer approved the sale of the Issuer's assets, including all interest in its subsidiaries, to GridSense Proprietary Limited, an Australian private company. In consideration, GridSense Proprietary Limited assumed all of the liabilities of the Issuer. Further information regarding this disposition are available in Viridis' information circular dated January 20, 2009. The sale was completed on June 15, 2009.
Upon completion of the Transaction, Viridis will continue and expand upon the current business of Cypress Pacific as a Cleantech issuer.
Further information, including Viridis' unaudited interim financial statements for the period ending June 30, 2009 and the audited annual financial statements for the year ending December 31, 2008 are available online at www.sedar.com.
For further information, please also contact Alphonse Placktis, Chief Financial Officer, Viridis Energy Inc. at 604 568 6568 or email [email protected].
Forward-looking Statements
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's future operations. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a continued downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties associated with the demand for biofuels, (3) the risk that the Company does not execute its business plan, (4) inability to finance operations and growth (5) inability to retain key management and employees, (6) an increase in the number of competitors with larger resources, and (7) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and the Company intends to update such forward looking information in the Company's MD&A in the event that actual results differ materially from such forward-looking statements contained herein. Additional information about these and other assumptions, risks and uncertainties are set out in the "Risks and Uncertainties" section in the Company's MD&A filed with Canadian security regulators.
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.
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