EarthFirst Technologies, Inc. and Cast-Crete Corporation Announce Merger Update Monday September 18, 10:55 am ET Merger Completion Targeted for 4th Quarter 2006
TAMPA, Fla.--(BUSINESS WIRE)--Sept. 18, 2006--EarthFirst Technologies, Inc. ("EarthFirst", or "the Company") (OTCBB:EFTI - News) and Cast-Crete Corporation ("Cast-Crete") provided the following update on their previously announced merger. The board approved merger which was originally announced on July 11, 2006, is targeted to close in 4th Quarter of 2006. Prior to closing, EarthFirst's shareholders of record will receive an information statement from the Company that will set forth the effective date of the 1 for 60 reverse stock split.
EarthFirst's financial statements for fiscal year 2006 will be prepared on a restatement basis reflecting its combination with Cast-Crete financials as if it occurred at the beginning of 2006. In other words, EarthFirst annual report will include the complete 2006 year of Cast-Crete's operations.
Commenting on the merger, Mr. John Stanton, Chairman and Chief Executive Officer of EarthFirst, said, "We are very excited about the upcoming merger and appreciate greatly the patience and support from the EarthFirst shareholders as we go through this diligent process. This is a monumental step in our commitment and strategy to delivering long-term shareholder value."
The following merger terms were announced on July 11, 2006:
(1) EarthFirst will change its name to Cast-Crete;
(2) EarthFirst will effect a 60-1 reverse split of its stock;
(3) Total shares outstanding after the merger, and after the reverse split of the stock will be approximately 15 million shares; and,
(4) The assets of Cast-Crete cannot be encumbered until acquisition debt is retired.
The following Pro Forma earnings for the twelve month period ending June 30, 2007 was also provided for Cast-Crete's operations, based upon actual results for the six-months ended June 30, 2006.
TWELVE MONTHS PRO FORMA EARNINGS JULY, 2006 - JUNE, 2007
Sales $ 150,000,000 Earnings before interest and taxes 65,000,000 Interest expense on Acquisition Debt (25,000,000) Income taxes (16,000,000) --------------- Net Income $ 24,000,000 ===============
Estimated Outstanding Shares 15,000,000 (Post 1 for 60 reverse split) Earnings Per Share (EPS) $ 1.60
The Company also announced that it will provide a technology update early in the fourth quarter of 2006.
About EarthFirst Technologies, Incorporated
EarthFirst Technologies, http://www.earthfirsttech.com, is a specialized holding company engaged in researching, developing and commercializing technologies for the production of alternative fuel sources and the destruction and/or remediation of liquid and solid wastes, and in supplying electrical contracting services to commercial and government customers internationally. Through its subsidiary World Environmental Solutions Company (WESCO), EarthFirst markets solid waste remediation plants utilizing a proprietary Catalytic Activated Distillation (CAVD) process, which is a superior technology developed by EarthFirst to recycle rubber tires and other waste by heating the material without burning it. Through its subsidiary Electric Machinery Enterprises, Inc., http://www.e-m-e.com, the Company provides electrical contracting services both as a prime contractor and as a subcontractor, electrical support for industrial and commercial buildings, power generation stations, and water and sewage plants in the US and abroad. Through its subsidiary EarthFirst Americas, Inc., the Company is engaged in the global development, marketing and distribution of biofuels.
A Message to EarthFirst Shareholders Monday February 12, 11:29 am ET
TAMPA, Fla.--(BUSINESS WIRE)--The following is a message to EarthFirst Shareholders:
On December 15, 2006 EarthFirst Technologies, Inc. ("EarthFirst", or "the Company") (OTCBB:EFTI - News) announced that it had canceled its planned 60-1 reverse stock split because of progress in the development of its technologies. We chose not to communicate this information prematurely, piecemeal or to allow the rumor mill to overtake corporate communications.
ADVERTISEMENT Since then, your executive team has made significant progress in proving the technologies in which we have invested so heavily and that we believe will ultimately bring value to our shareholders. Because value realization involves negotiations with recognizable industry leaders it is essential that we not breach the spirit of these negotiations until contracts are concluded. I am going to summarize where we are today. In the coming days, details and contracts will be announced.
Scientifically, there is no longer a question about global warnings' impact on our world and our lives. Governments are and will continue to require further reductions in carbon dioxide and other lethal greenhouse gas emissions. The United States Environmental Protection Agency recently announced rules to reduce toxic emissions of benzene and other pollutants from vehicles by 80%. The United States government is also establishing a program of carbon credits, monetizing benefits that green companies generate. Replacing petroleum diesel is a number one priority.
Mandates to reduce carbon dioxide and other harmful fossil fuel emissions are environmental necessities that your Company recognized years ago when it made the decision to invest in and develop our core technologies that include alternative fuels, waste-to-energy, and waste disposal.
You will soon hear more about our biodiesel initiative. We have sold more than 1,000,000 gallons of palm oil based biodiesel (trade named "SolarDiesel"). Diesel emissions put billions of tons of carbon dioxide, carcinogenic PAH/benzene chain pollutants and other volatile organic compounds (VOC's) into the atmosphere. Diesel particulate filters required on new diesel vehicles are good, but will barely make a dent in diesel emissions in the next decade. However, just one heavy diesel truck running on a 20% SolarDiesel blend could eliminate approximately 100,000 pounds of carbon dioxide emissions per year. SolarDiesel's customers are not insignificant. Royal Caribbean, after testing our fuel with GE oversight and consent, burned hundreds of thousands of gallons in their cruise ship turbines. Our fuel runs ground vehicles at Cape Canaveral. Caterpillar has approved it for use at all blend levels in their diesel engines. Global Petroleum has successfully blended it to create a green heating oil for the New England states. In the end, we could have sold substantially more fuel, but wanted to carefully test our product by long term use and storage, in a wide range of specific applications and with a variety of customers.
We have developed palm-based biodiesel because it (without the addition of chemical stabilizers) meets military biodiesel specifications and the stability requirements of the major oil companies. The fastest way to reduce net carbon dioxide emissions is the use of biodiesel, because on a life cycle basis biodiesel has zero carbon dioxide emissions and a substantial positive energy balance. The United States' National Renewable Energy Lab has found that palm-based biodiesel has the highest positive energy balance of all biofuels, generating six times (600%) more energy than it takes to make it, "more than any other known fuel". In comparison, petroleum diesel only generates 20% more energy than it takes to make it.
Our message is getting out. Unlike other palm oil based biodiesel vendors, our palm oil feedstock comes only from established sustainable palm plantations. These plantations are on land formerly used for long existing agricultural plantings and not created by the destruction of rain forest. Our palm oil feedstock is produced in full compliance with the Round Table on Sustainable Palm guidelines. As a result, we have potential customers from individual diesel vehicle owners to government agencies wanting to try and use our product. To this end we are currently negotiating to build our own biodiesel production facility that will ultimately have a 45 million gallon per year capacity.
I have always had confidence in our solid waste technology. It is my view that burning and burying tires will soon be banned in the United States. Our technology has evolved from a bench top concept, to a pilot and now to a commercial system that will revolutionize tire recycling forever. In coming weeks you are going to hear how we have perfected the process of commercially distilling a valuable carbon product, gas and oil from tires. You will hear this from outside engineers and new customers who made independent evaluations. You will hear about a new technology team, new patents and our unique capability to produce a commodity grade carbon black substitute. This unique product can replace certain grades of virgin carbon black at a competitive cost and can be easily sold into a billion plus pounds per year market. More exciting is that the process we use to create our carbon black product results in at least a 10 times reduction in carbon dioxide emissions compared to the traditional manufacturing of carbon black from petroleum.
We will commence monthly shareholder teleconferences beginning February 27. The first one will address the matters discussed herein. I also want to let each of you know that we do not intend to convert any more insider debt into additional shares as we move forward to commercialize our core technologies.
Finally, there have been many inquiries about my health. I am getting better every day and will soon resume my normal schedule. I recently had a small vessel stroke that caused me to curtail certain activities. While the event was described as a minor stroke, my view is that any stroke that I have is a major stroke, while a similar stroke had by another person can be characterized as minor (tongue-in-cheek).
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