Dec 24 2009
Greenscape Capital Group Inc. ("Greenscape") TSX-V: - GRN is pleased to announce that the definitive agreement has completed relating to its acquisition of 100% of the issued and outstanding shares of Green.Switch Capital Ltd. ("Green.Switch") by way of a share transaction based on earnings before income tax, depreciation, and amortization (EBITDA). Closing is complete, subject to regulatory approval.
Terms:
The terms of the acquisition 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 a Director of Green.Switch a further 200,000 stock option in Greenscape.
- Immediately, Greenscape will issue 200,000 of the above referenced
common shares and 20,000 of the above referenced options. The shares
and options are subject to a four month and one day hold period. The
options have been set at $0.50.
- The balance of the 1.8 million shares and 180,000 options will be
issued from treasury and granted to Green.Switch based on the
following financial-quarter EBITDA:
1. 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.
2. Green.Switch has been granted 12 financial quarters to earn the
maximum of 1.8 million common shares and 180,000 stock options.
Bryan Slusarchuk, Greenscape CEO, states, "Greenscape could not be more pleased with this closing and the terms associated with the deal. Green.Switch is a first mover in a unique segment of the energy retrofit business and we look forward to working with their top quality management team as they ramp up large scale projects throughout North America."
Management of Green.Switch
Ryan Skomorowski, CEO, the founder, director and chief executive officer 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 he has spearheaded recently is the $250-million Burnaby Mountain Sports & Medical Centre, which is expected to go forward during 2010.
Paul B. Clough, Director, 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 Corp., which is playing a role in the development of new clean technology for energy-producing, low-temperature geothermal plants.
Nick Skomorowski, Senior Advisor has had a diverse, megaproject management career during which he has supervised more than $1 billion in construction projects. Notable projects that he has been involved with during the past 40 years include the building of the King Shaka Durban International Airport in South Africa and Terminal One at Toronto's Pearson International Airport.
Source: http://www.greenscapecapital.com/