Bryan Slusarchuk, the CEO and Director of Greenscape Capital Group Inc., and Ryan Skomorowski, the CEO of Green.Switch Capital, sign a Letter of Intent in Vancouver November 4, 2009. Greenscape will acquire all issued shares of Greenswitch Capital Ltd.
(VANCOUVER, Nov. 5, 2009) - Greenscape Capital Group Inc.
(TSXV: - GRN) is pleased to announce that it has entered into a letter of
intent (the "LOI") to acquire 100 percent of the issued and outstanding shares
of Greenswitch Capital Ltd. ("Green.Switch") via a share transaction based on
Earnings Before Income Tax, Depreciation and Amortization ("EBITDA").
Green.Switch has recently signed two major environmental (energy retrofit)
contracts, one with Robbins Parking Services, headquartered in Victoria, B.C.,
Canada and one with Queen Charlotte Lodge at Naden Harbour near Masset, B.C.,
Robbins Parking Services
This full service contract includes assessment, target setting, monitoring and
implementation of energy saving equipment and strategies provided to Robbins
Parking Services and its principal subsidiary, Platinum Parking, headquartered
in Dallas, Texas, which manages 55,000 parking stalls across North America and
is Canada's second largest parking management company. Robbins is a prominent
brand on Vancouver Island with 200 lots and facilities.
The initial phase of the Robbins contract is underway. Site assessment and
implementation has commenced and equipment has been ordered for first 20
installations, to be completed by the end of 2009. The satisfactory completion
of this first phase is expected to foster rapid expansion of the program.
Positive discussions with Robbins and others in the North American parking
industry have created short-term projections to retrofit more than 200 lots.
This work within the industry is expected to achieve in excess of C$5 million
in revenue. Not only is this positive for Green.Switch, but it enables parking
operators to market a "green" image - attractive to consumers and property
owners - saving money while improving the facilities.
The parking lot segment of the market consists of thousands of parking
facilities throughout Canada and the United States. Parking lot management and
ownership is a multi-billion dollar industry and energy is the largest
variable operating cost. Green.Switch has developed a unique methodology to
assess, retrofit and monitor upgrades to lots and as such is uniquely
positioned to benefit. Through greening their operations, lot owners are able
to realize significant energy savings. Green.Switch is currently negotiating
environmental energy saving contracts with other parking lot operators.
Queen Charlotte Lodge ("QCL")
This world renowned salmon fishing resort is located on the north tip of the
Queen Charlotte Islands in British Columbia. The lodge is far beyond the reach
of roads and utilities and all services are self sufficient. Supplies come to
the nearest town (Masset) by air and then by boat or helicopter to the lodge.
Energy is one of the resort's most costly budget items. The goal is to achieve
a dramatic upgrade in facilities and services, at no cost to the client.
Green.Switch recently completed a detailed review of the lodge's operations
and has recommended approximately $895,000 in upgrades to achieve substantial
energy cost savings. This contract has been executed and is expected to
generate revenues in excess of $1.7 million. QCL is a Canadian icon,
attracting each year a steady parade of top global CEOs. It is monitored
closely by similar high-end and isolated adventure resorts world-wide.
Green.Switch's unparalleled program, including expertise in alternate energy
sources, should further enhance QCL's industry leadership and renown.
Terms of the LOI are based on a share exchange between Greenscape and
Green.Switch whereby Green.Switch has the ability to earn up to two million
common shares and its Director a further 200,000 stock options in Greenscape.
The terms of the LOI are as follows:
Upon execution of the final definitive agreement Green.Switch will be
issued from treasury 200,000 common shares and its Director will
receive 20,000 stock options in Greenscape. The shares and options
will be subject to a four month and one day hold period. The options
will be at market price and the vesting of the options will be based
on Greenscape's approved Stock Option Plan.
The balance of the 1.8 million shares and 180,000 stock options will
be issued from treasury and granted to Green.Switch based on the
following financial quarter EBITDA.
For every $200,000 in EBITDA that is recorded in the financial
statements of Green.Switch, Greenscape will issue from treasury
150,000 common shares and 15,000 stock options.
Green.Switch has been granted 12 financial quarters to earn the
maximum number of 1.8 million common shares and 180,000 stock
options in Greenscape.
Subject to all regulatory approvals.
Management of Green.Switch
Ryan Skomorowski, the founder, Director and CEO of Green.Switch, will continue
to direct the company, with significant experience in finance, securities,
property development, construction and environmental initiatives. Among the
major projects spearheaded recently are the $250 millionBurnaby Mountain
Sports & Medical Centre, which is expected to go forward during 2010.
Paul B. Clough has significant expertise on environmental and carbon offset
issues. He has spoken to international audiences regarding these matters and
has been involved in multiple alternative energy projects. He was instrumental
in founding Kinetic Power Corporation, which is playing a role in the
development of new clean technology for energy producing, low temperature
A Vancouver based company created to provide commercial upgrade solutions for
businesses seeking to green their operations by reducing energy costs.
Green.Switch is a full service company, commencing with the assessment of
client issues and infrastructure and evolving into consulting, project design,
capitalizing improvements, attaining government incentive grants where
applicable, contracting, installation and monitoring. The company has retained
outstanding professional expertise in property assessment, energy sources,
carbon offsets and "green" branding - both in-house and outside consultants
Green.Switch's mission statement is to promote and successfully demonstrate
turnkey energy saving solutions for businesses at no net cost to them, which
are financed through the energy savings.
About Greenscape Capital
Greenscape Capital Group identifies and invests in companies in the
eco-friendly consumer space. Greenscape provides strategic capital and
business advisory services to these companies to assist them in achieving
their corporate and environmental goals. Additionally, Greenscape operates an
eco-consulting company, working to help outside companies make their
operations more environmentally sustainable, socially responsible and
ON BEHALF OF THE BOARD
CEO and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of he TSX Venture Exchange accepts
responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
Certain financial information in this release including expected revenues that
may occur over several annual financial reporting periods are forward-looking
statements, which reflect the expectations of management regarding the
Company's acquisition of Green.Switch. Forward-looking statements consist of
statements that are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future. Such
statements are subject to risks and uncertainties that may cause actual
results, performance or developments to differ materially from those contained
in the statements. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur (including the
Company's acquisition of Green.Switch; the revenues or earnings to be realized
by Green.Switch; and the release of the earn-out shares) or, what benefits the
Company will obtain from them.
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