Alcar Chemicals Group, Inc. (fka ALCX)

[LGL8054]

REPOST from OTC stockExchange.com


Alcar Chemicals Group Inc. (Pink Sheets: ACMG - http://finance.yahoo.com/q?s=ACMG.PK ) Alcar Chemicals Group Inc. announced today that Siam Renewable Energy Group Ltd has approved and signed the definitive agreement to acquire the controlling interests of ACMG.

According to the company, the definitive agreement was finalized and signed today in Singapore, whereby the Siam Renewable Energy Group Ltd. acquires 55% of the company for a total investment of $282M, a value of over $2 per share.

According to the company, the agreement specifies the following:

-- Siam Renewable Energy Group Ltd. will inject a total amount of USD $282 million dollars for a total of 137.5 million restricted shares. The first amount of 7.2 million dollars, subscribed as a convertible loan at $1 per share, will go towards the building and start-up of the first plant in Canada, to insure ACMG will be able to meet its contractual obligations, as well as the scale up engineering. The loan bares no interests and no repayment modalities for twenty-four months but will be automatically converted into 7.2 million shares baring a two-year restriction upon completion of the Canadian plant, expected for end of August 2007.

-- Warrants are expected to be executed for each of the following four years, in April 2008 7.2 million restricted shares at $1.50 per share, in March 2009 7.2 million restricted shares at $3.50 per share, in February 2010 7.2 million restricted shares at $5 per share and in January 2011 7.2 million restricted shares at $10 per share, these amounts corresponding to the cash input scheduled within the business plan for the projected expansion of ACMG's ethanol production in South East Asia.

-- In addition, Siam Renewable Energy Group will complete the forecasted financing of the ethanol facilities for a predetermined fixed amount of shares. The agreement defines that in March 2008 Siam Renewable Energy Group will return 17 million shares to Dr Cavasin from his shares held as security and will invest USD $65 million dollars to receive 30 million shares baring a two year restriction. In February 2009, Siam Renewable Energy Group will return an additional 17 million shares to Dr Cavasin, always from his shares held as security and invest USD $39 million dollars to receive 25 million shares baring a two year restriction. In January 2010, Siam Renewable Energy Group will return an additional 17 million shares to Dr Cavasin and invest USD $27 million dollars to receive 25 million shares baring a two year restriction. Upon completion of the third plant and beginning of construction of the fourth ethanol facility, foreseen for December 2010, Siam Renewable Energy Group will return 11.5 million shares to Dr. Cavasin from the remaining shares held as security and the balance of 5.5 million shares will be transferred to Siam Renewable Energy Group which will receive an additional 16 million shares baring a two year restriction issued to them at that time.

-- With the singing of the agreement Dr. Cavasin's resignation as CEO of ACMG and his new position at Siam Renewable Energy Group as COO and Director of Operations becomes effective. The transition is expected no later than by March 27th 2007. ACMG will be restructured according to a most recent plan now being finalized and which will be announced shortly.

-- Following the four year expansion plan proposed by Siam Renewable Energy Group, ACMG will be operating five plants in Canada and South East Asia for which present management and shareholders in the float will hold 45% and Siam Renewable Energy Group will hold 55%.

-- A final clause added and approved by the two Boards of Directors specifies that Siam Renewable Energy Group will acquire up to 30 million shares in the open market to a maximum of $1.00 per share and said "buy back" is to begin immediately.

-- The definitive agreement is schedule to close on or before May 7, 2007.

Siam Renewable Energy Group Ltd is an International Business Corporation formed by Private Investors who started different technology funds and venture capital groups active in the energy sector since the early nineties. The successful group will make the information for fund transfers available to ACMG shareholders through their lawyers. All relevant information will be available online at http://www.alcarchemicalsgroup.com/press-room.asp?sec=press_ shortly.

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