Carbon2Green Developments Ltd. Go Public by Way of Reverse Take Over With Laurent Venture Capital Corporation
Last update: 7:56 p.m. EST Nov. 24, 2008
MONTREAL, QUEBEC, Nov 24, 2008 (MARKET WIRE via COMTEX) -- Carbon2Green Developments Ltd. ("Carbon2Green"), a growing company in the field of sustainable development, located in Laval, and Laurent Venture Capital Corporation ("Laurent" or the "Corporation") (CA:LAU.P: news, chart, profile) are pleased to announce that Carbon2Green intends to become a public corporation by way of a Qualifying Transaction. Carbon2Green develops CDM certified projects, that translate into a reduction green house gas emissions, which in turn translates into carbon credits.
On November 19, 2008, the shareholders of Carbon2Green signed a letter of intent for a Qualifying Transaction with Laurent, a Capital Pool Corporation with no asset other than about $ 400 000 of cash-on-hand. Laurent's securities are traded on the TSX Venture Exchange (the "Exchange").
THE PROPOSED QUALIFYING TRANSACTION
The reverse take over transaction between the shareholders of Carbon2Green and Laurent (the "Transaction") shall constitute a non arm's length Qualifying Transaction for the Corporation within the meaning of Policy 2.4 of the Exchange's Corporate Finance Manual (the "Manual") and is subject to a number of conditions precedent, including a due diligence of Carbon2Green, a private financing described hereafter and the receipt of all requisite regulatory and corporate approvals, including that of the Exchange.
Pursuant to the Transaction, the Corporation shall purchase all of the issued and outstanding common shares in the share capital of Carbon2Green for a total consideration of $5.25 million, payable through the issuance of 15,000,000 class "A" shares in the share capital of the Corporation (the "Common Shares"), for a price of $0.35 per Common Share.
ABOUT CARBON2GREEN
Carbon2Green is a Canadian corporation, constituted in March 2007 by Louis Tourillon whose headquartered in the metropolitan region of Montreal. Carbon2Green's short term mission is to set up in developing countries CDM certified projects, that translate into a reduction in green house gas emissions, which in turn translates into the issuance of carbon credits by the appropriate authorities.
All projects should be self-financing and generate profit for the company through the sale of a significant number of carbon credits on the carbon market.
Although several categories of projects may qualify as certified activities, Carbon2Green intends to focus initially on projects that involve CO2 sequestration, forest conservation, biofuel production in forestry and agricultural circles, the recovery and promotion of methane, and hydro-electric projects.
These projects will be carried out mainly in Africa, mainly due to the ratio of profitability vis-a-vis the number of carbon credits that can be obtained and in line with the claearly stated desire of UN authorities to see such projects implemented in Africa. The Executive Secretary of the United Nations Framework Convention on Climate Change, Mr. Yvo de Boer, wrote in a recent UN-issued press release: (translation) "There are 850 CDM projects in 49 developing countries, but only 23 of these projects are in Africa. It is time that the benefits of this important mechanism of the Kyoto Protocol reach Africa."
The fact that these words have been echoed by several speakers at the "CarbonExpo" held in Cologne in May 2008 has encouraged the management of Carbon2Green that a large number of government agencies and non-governmental organizations (NGOs) will be interested in working with Carbon2Green to realize its projects, thereby, stimulating economic activities in Africa while improving the environment and living conditions of the local populations. The challenge that Africa faces in attracting investors interested in CDM arise from its limited financial and economic resources. Adding to the challenge is the shortage of qualified personnel in various technical fields, the shortage of qualified management teams that meet the CDM standards,necessary to develop these projects, and the weakness of Africa's economic institutions.
To this day, Carbon2Green is working actively on the 3 following CDM projects:
1- Rural electrification project in the western part of the Democratic Republic of Congo ("DRC"):
Starting in 2009, Carbon2Green together with its partners will develop plantations of Jatropha to supply electricity to certain rural populations that have already been identified. The plantation areas will cover up to 14,000 hectares.
This project has the potential to generate carbon credits from two sources: (i) the temporary sequestration of CO2 through the cultivation of Jatropha and (ii) the substitution of high carbon content fuels, such as coal and oil, by a fuel of lower carbon content such as Jatropha oil.
2- Production of bio-diesel in DRC:
The second Carbon2Green CDM project involves the planting of 40,000 hectares of Jatropha Curcas, in the western part of the Democratic Republic of Congo. This cultivation will take pace on land where the soil is degraded and is not suitable for crop production, and who is in proximity to existing power plants. Commencement on this project is foreseen for the first trimester of 2010, the first carbon credits are planned for 2011, with tCERs and CERs projected for 2012.
3- Rural electrification project in Mali:
In July of 2008, Carbon2Green signed a Letter of Agreement with a local partner in Mali, to initiate a CDM project. Carbon2Green will develop plantations of Jatropha in a way similar to the project in DRC. Our objective is to achieve 14,000 hectares. This project allows us to geographically diversify our activities. The foreseen date of commencement on this project is the first trimester of 2009.
The vendors in relation to the Transaction are the 29 shareholders of Carbon2Green holding collectively 100 % of the capital stock of the target Carbon2Green. The principal shareholders in relation to the Transaction, those holding more than 10 % of the shares, are Mr. Louis Tourillon, resident of the Province of Quebec holder of 27.84% of the shares of Carbon2Green and the two Canadian family trusts related thereto, being: (i) Lazarus Trust, a trust constituted in the Province of Quebec, holder of 13.92% of the shares of Carbon2Green (the beneficiaries thereof being the born and the yet to be born children of Mr. Louis Tourillon); and (ii) Remus Trust, a trust, constituted in the Province of Quebec, holder of 12.18% of the shares of Carbon2Green (the beneficiaries thereof being, notably, the mother and father of Louis Tourillon).
Upon completion of the Transaction and pursuant to the reverse takeover, the following persons shall constitute insiders of the resulting issuer , within the meaning of policy 2.4 of the Manual, namely Mr. Patrice Trudel, who shall be Chief Financial officer, Mr. Robert Dube who shall be part of senior management and a Director of the resulting issuer, Mr. Christian Lambert who shall be a Director, Mr. Jean-Francois Lalonde who shall be part of senior management, Mr. Pierre-Hubert Seguin who shall be a Director, and Mr. Louis Tourillon who shall be President.
PROPOSED FINANCING
Concurrently with the closing of the Transaction, the Corporation intends to complete a financing in the form of subordinate debt and equity, being a private placement financing for an aggregate gross proceed situated between $2.25 million and $1.25 million (the "Financing"). Pursuant to the Financing, the resulting issuer intends to issue between 2.5 million and 4.5 million Units at a price of $0.50 per unit ("Unit"). Each Unit will consist of one common share ("Common Share") at the price of $0.499 and one common share purchase warrant ("Warrant") at a the price of $0.001 each. Each Warrant entitles its holder to acquire one additional common share of the Corporation at a price of $0.75, for a period of two years.
The proceeds of the Financing as well as the current cash-on-hand of Laurent of approximately $400 000 shall be used to finance CDM projects and increase the working capital of the resulting issuer.
PRO FORMA CAPITALIZATION
Once the Transaction and the Financing situated between $2.25 million and $1.25 million are completed, a maximum aggregate of 27,000,000 Common Shares shall be issued and outstanding. The current shareholders of Laurent shall hold an aggregate of 7,500,000 Common Shares (27.77% of the issued and outstanding Common Shares), the shareholders of Carbon2Green shall hold an aggregate of 15,000,000 Common Shares (55.55% of the issued and outstanding Common Shares), the investors subscribing under the Financing shall own a maximum of 4,500,000 Common Shares (16.66% of the issued and outstanding Common Shares). The existing stock option plan of Laurent , whereby 1,200,000 options have been granted to certain officers and Directors of the Corporation, will remain in force. In addition, the resulting issuer intends to reserve 1,500,000 Common Shares within the scope of its stock option plan at an average cost of $0.50 per option as part of the Transaction. The distribution of the 1,500,000 options is subject to the approval of the proper authorities.
BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF THE CORPORATION
The Board of Directors of the resulting issuer shall be composed of six (6) directors, namely, Mssrs. Robert Dube, Christian Lambert, Pierre-Hubert Seguin and Louis Tourillon, two others to be nominated upon closing of the Transaction. Management of the Corporation will be composed of the following persons: Louis Tourillon as President and Chief Executive Officer, Patrice Trudel as Chief Financial Officer, and J. Francois Lalonde Vice-President development.
Mr. Robert Dube holds a bachelor degree in biology, law and a MBA from Sherbrooke University. He was awarded a diploma in advanced management from McGill University's Centre for International Management Studies. He is member of the Quebec Bar since 1989. From 1979 until 1989, he was General Manager of "Corporation de Gestion CHARMES", Sherbrooke's paramunicipal body responsible for the environment. From 1989 until 1991, he practised law at McCarthy Tetrault in the field of environmental law. From 1991 until 1997, he occupied several offices in the public and para public administration. He also acted as main Adviser to the Office of the Minister of the Environment (Canada), Director of the Services of Environmental Protection and Executive Director of Environment Canada's Biosphere in Montreal. From 1997 until 1998, he realized the financial recovery of the public company TEKNOR industrial computers and became its Chairman and Chief Executive Officer. From 2000 until 2002, he started, as president and shareholder, the commercial activities of Bioflo Inc., a biotechnological company specialized in water treatment. From 2002 until 2006, he acted as co-founder and main partner of Crea Group, a Montreal consulting firm specialized in biotechnology and life sciences. From 2006 until 2007, he was the General Manager of Laval's Technopole, an agency devoted to the economic development of the city of Laval. He is a member of Canada's National Round Table on the Environment and the Economy since October, 2007 and of ECO Canada's Board of directors since April, 2008. Mr. Christian Lambert graduated from the University of Sherbrooke in 1989 with a degree in accounting. He obtained the designation of chartered accountant and became member of The Order of Chartered Accountants of the Province of Quebec in 1993. From 1989 to 1994, he worked for the accounting firms of Samson Belair Deloitte & Touche and Bedard Magnan in the audit department. Since 1994, he is the controller for William E. Burrowes Inc., an insurance broker which has 2 offices in Quebec and 2 in Ontario and counts 75 employees. From October 1997 to June 1999, he acted as Secretary-treasurer and Director of Wild Grizzly Venture Capital Inc., a private Canadian investment company which later became Garda World Security Corporation.
Maitre Pierre-Hubert Seguin, member of the Barreau du Quebec since 1995, is the principal partner of a law firm specialized in transactional business law and in securities law. His practice has led him to act as corporate secretary or advisor to dozens of public companies and venture capital firms, in particular in the scope of more than fifty reverse take-over bids, stock market listings or initial public offerings. Mr. Seguin is currently the Corporate Secretary of Garda World Security Corporation and an appointed director for each of its subsidiaries. Furthermore, Mr. Seguin is currently a director of Nevado Venture Capital Corporation, a public company.
Mr. Louis Tourillon, President, Chief Operating Officer and co-founder of Carbon2Green Developments. Born in 1957, Louis Tourillon has worked in the family cannery business from 1984 to 1993. He assumed the presidency in 1988 and eventually negotiated the sale of the company to Nabisco Brands Canada in 1993. From 1993 to 2000, Mr. Tourillon acted as a consultant in strategic business orientation, optimizing productivity and financing. In 2000, he became CEO of Rutel, a provider of Internet services in Africa until 2006. In 2007, he started Carbon2Green which operates in the carbon markets.
Mr. Jean-Francois Lalonde, Eng. (BSc. Civil Engineering), International Relations consultant. Mr. Lalonde has been a member of the Quebec Order of Engineers since 1985. He gained international experience by working on behalf of multinational engineering and construction firms such as SNC-Lavalin (Canadian firm based in Montreal) and Bouygues Travaux Publics (French firm based in Saint-Quentin-en-Yvelines). Mr. Lalonde also participated in the commercial development of the Quebec-based firm POMERLEAU Construction on the international scene. He was involved at several levels in many construction projects, such as high-tension electric transmission lines in Africa and James Bay, the first motorway concession on the African continent as well as various types of commercial and residential buildings. For the past several years, he has worked mainly on the African continent as well as in the Middle East.
Mr. Trudel holds an MBA in International Management from the American Graduate School of International Management (Thunderbird) and a B.A in Industrial Relations from Universite Laval. From 1989 to 1994, he was a consultant with KPMG within its Financial Advisory Services unit. He was involved as a founder, Director and Secretary-Treasurer of Taos Capital, a capital pool company that went public in 2005. He was Business Operations Manager for Metasolv Software, a US-based and NASDAQ listed software vendor. He was a Director within the Risk Management Department of the Canadian Imperial Bank of Commerce (CIBC). He was also involved as a founder, Director and CFO of Cyclonic Investments Corporation, a junior capital company that went public in 1997 and that now operates as Imaflex.
SPECIFIC RELATIVE TO THECLOSING
The specific conditions that must be met in relation to the closing of the Qualifying Transaction are: (i) the resulting issuer must meet the minimum listing requirements of a Tier 2 issuer according to the TSX policies up to and including the date on which the TSX will issue its final approval; (ii) any and all loans, bonus (presently due and unpaid) or goods from former or current officers, directors or shareholders of Carbon2Green, must be converted or reimbursed before closing the Transaction; (iii) completion of the Private Placement upon terms satisfactory to the parties; (iv) the execution of a share purchase agreement, of all the issued and outstanding shares of the capital stock of Carbon2Green; (v) the Transaction contemplated must be eligible as a Qualifying Transaction and must be accepted as such by the TSX; (vi) no material change must occur in the business and operations of Carbon2Green and of Laurent.
SPONSORSHIP
Desjardins Securities, subject to completion of a satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as assurance with respect to the merits of the Transaction or the likelihood of completion.
Laurent, Carbon2Green and Desjardin Securities have agreed to the fact that the trading in the shares of Laurent will resume following a second press release that will be issued subsequently.
Completion of the Transaction (Qualifying Transaction) is subject to a number of conditions, in particular, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management proxy circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.
Contacts:
Laurent Venture Capital Corporation
Andre Goguen
President
450-681-7744
Carbon2Green Developments Ltd.
Louis Tourillon
President
450-786-8990
SOURCE: Laurent Venture Capital Corporation and Carbon2Green Developments Ltd.
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