Canadian Shells

[Tackler]

OCO Ontario Capital to buy Biorem Technologies

2004-09-02 10:30 ET - News Release

Mr. Timothy Gallagher reports

ONTARIO CAPITAL OPPORTUNITIES INC. ANNOUNCES LETTER OF INTENT

Ontario Capital Opportunities Inc. has entered into a letter of intent concerning the acquisition of Biorem Technologies Inc. The acquisition, if completed, will be the corporation's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc.

The corporation and Biorem entered into a letter of intent dated Sept. 1, 2004. The acquisition price shall be satisfied by the issuance of common shares in the capital of the corporation at a deemed value of $2 per share after the consolidation of the corporation's existing common shares on the basis of one for four. In addition, the corporation's name, auditors and head office will be changed.

Biorem is a corporation incorporated under the laws of the Province of Ontario and has its registered office and principal place of business located in Guelph, Ont. The business of the company is the design and installation of municipal and industrial biofilters for the North American market.

A biofilter is a biomechanical device designed to support the capture and biological destruction of contaminants in an airstream. A biofilter system incorporates a specialized filter media contained in a closed vessel or open basin. The media is produced containing selective microbes that have the ability to biologically degrade contaminants. Contaminated air is preconditioned and forced through the filter media by means of a conventional fan and duct system. The airborne contaminants are transferred to the media where they are oxidized through a metabolic process to form carbon dioxide, water and inorganic salts.

The corporation is currently in the process of preparing a detailed press release regarding the proposed qualifying transaction, which will satisfy the disclosure requirements of the exchange.

Trading in the common shares of the corporation will remain halted pending the release of more fulsome disclosure regarding the proposed qualifying transaction and the satisfaction of the initial filing requirements of the exchange.

Completion of the transaction is subject to a number of conditions including, but not limited to, negotiation and signing of a definitive agreement, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholders 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.