VANCOUVER, Oct. 26 /PRNewswire/ - Carbon Friendly
Solutions Inc. (TSX Venture Exchange: CFQ) ("CFS" or the
"Company") announces the signing of a Share Purchase Agreement
("SPA" or the "Agreement") with MicroCoal Inc. ("MCI" or
"MicroCoal") where CFS will acquire 100% of the issued and
outstanding securities of common stock of MicroCoal (collectively,
the "MicroCoal Shares") in exchange for common shares of CFS (the
"CFS Shares") as previously announced on September 23, 2010 (the "Transaction"). The
Company also announces amendments to the terms of the brokered and
non-brokered private placement financings of the Company previously
announced on September 23, 2010.
Signing of Agreement with MicroCoal
The Company is pleased to announce that further
to its news release of September 23,
2010, the Company has signed an Agreement with MicroCoal and
its shareholders, dated effective as of October 15, 2010. Under the agreement, the
Company will acquire all of the issued and outstanding shares of
common stock of MCI by way of a share exchange transaction
between the shareholders of MCI and the Company.
MCI shareholders will receive an aggregate of
approximately 10,000,000 CFS Shares on a pro rata basis at
a deemed value of $0.30 per
share representing US$3,000,000. In
addition, the Company will pay (i) up to US$1,000,000 cash to a certain creditor 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.
On completion of the Transaction, MCI will
become a wholly-owned subsidiary of the Company.
It is anticipated that the MCI shareholders will
represent approx. 15.5% of the issued shares of the Company at the
closing of the Transaction and completion of both financings of
which the $6,000,000 brokered
financing is to be completed concurrent to the Transaction and the
$2,000,000 non-brokered financing is
anticipated to be completed prior to the closing of the
Transaction. The CFS Shares to be issued to MCI shareholders will
be subject to approval and to the requirements of the TSX Venture
Exchange ("TSX-V").
Completion of the Transaction is subject to
certain conditions, including, but not limited to, the completion
of the concurrent financing, MicroCoal will have no liabilities,
liens, charges, restrictions or encumbrances at time of closing of
the Transaction, the receipt of regulatory approvals, and such
other closing conditions as are specified in the Agreement.
Private Placement Amendments
In addition, the Company is pleased to announce
it intends to raise up to $6 million
in a brokered and $2 million in
a non-brokered private placement (the "Financing"), by issuing
up to 26,666,667 units (the "Units") of the Company at a price of
$0.30 per Unit. Each Unit will be
comprised of one common share of the Company and one share purchase
warrant of the Company, with each warrant being exercisable into an
additional common share for a period of two years from the date of
issuance at a price of $0.50 per
share.
This Financing is subject to a number of
conditions, including receipt of all necessary corporate and
regulatory approvals such as the approval of the TSX Venture
Exchange. A finder's fee consisting of a combination of cash,
shares and/or warrants will be paid to eligible parties in relation
to this Financing, all in accordance with regulatory policies.
The net proceeds anticipated from the Financing
(up to approximately CAD$7,200,000) will be utilized, in part
(a) to provide for the expected costs (legal, accounting,
sponsorship and regulatory) associated with the Transaction of
approximately CAD$250,000; (b) to
provide for debt repayment of US$1,085,000; (c) to provide for MicroCoal's
minimum required development costs during the next 18 months from
closing of the Transaction approximately US$3,500,000; (d) to provide for general working
capital and corporate development costs of approximately
US$500,000 for the 12 months from
closing; and (e) approximately CAD$1,800,000 will be utilized by the Company for
ongoing working capital and the development of existing Company
business.
About MicroCoal Inc.
MicroCoal Inc. 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 Inc.'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. MicroCoal's website address:
www.microcoal.com
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., CO2 Reduction Poland
Sp. z o.o. and Pacific Briquetter's Inc., CFS is focusing
on removing and offsetting GHG emissions from the
development of reforestation projects, biomass energy products 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.
"Stan Lis"
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. The
TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news
release.
SOURCE Carbon Friendly Solutions Inc.
Copyright . 26 PR Newswire