ECC Ethos Gold Corp

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES. 


Zidane Capital Corp. (TSX VENTURE:ZZE.P) ("Zidane") is pleased to announce that
it has entered into a share exchange agreement (the "Definitive Agreement") with
Grid Essence Holdings Ltd. ("Grid Essence"), in respect of its previously
announced qualifying transaction. 


Pursuant to the terms of the Definitive Agreement, upon completion, the
transaction will result in a reverse take-over of Zidane by the shareholders of
Grid Essence (the "Transaction"). The Definitive Agreement was negotiated at
arm's length and is effective as of January 9, 2013. The Transaction is subject
to requisite shareholder and regulatory approval, including the approval of the
TSX Venture Exchange (the "TSXV") and standard closing conditions. Reference is
made to Zidane's press releases dated September 26 and November 27, 2012 for
additional details relating to Zidane, Grid Essence and the Transaction. 


Additional Details about the Transaction 

Pre-Closing Capitalization of Zidane 

Prior to the completion of the Transaction, it is expected that the shares of
Zidane will be consolidated based on a ratio to be determined prior to closing
(the "Consolidation"). There are currently 3,139,052 pre-Consolidation Zidane
common shares ("Zidane Shares") issued and outstanding. 


Terms of the Transaction 

Pursuant to the terms of the Definitive Agreement, Zidane will acquire 95% of
the common shares of Grid Essence ("Grid Essence Shares") in exchange for the
issuance of 40,000,000 post-Consolidation shares. In addition, Zidane will issue
post-Consolidation shares in exchange for the Grid Essence Shares to be issued
pursuant to the proposed financings. All Zidane post-Consolidation shares will
be issued at a deemed price of $1.00 per share. 


Insiders, Officers and Board of Directors of the Resulting Issuer 

Upon completion of the Transaction, it is anticipated that the board of
directors of the Resulting Issuer shall be comprised of Josef Barr, Steve
Bourbonnais, Nicolaus Diedrich, Mark Thompson and Jay Vieira. In addition, it is
expected that the officers of the Resulting Issuer shall be Steve Bourbonnais
(Chief Executive Officer), Josef Barr (Executive Chairman) and Mark Thompson
(Chief Financial Officer). 


The following sets outs the names and backgrounds of all persons who are
expected to be considered insiders of the Resulting Issuer. 


Josef Barr, Executive Chairman and Director 

Mr. Barr, who is the co-founder of Grid Essence, is the founder of Premium
Investments AG, a Switzerland based real estate investment firm. During the last
30 years, Mr. Barr has developed, financed and constructed various high profile
real estate ventures in Germany with more than 1,900 loft conversions and a
portfolio of 1,000 apartments managed by his real estate team. He is also the
founder of Green Enesys GmbH, a Switzerland based renewable energy business
integrator. An entrepreneur at heart, Mr. Barr has over 8 years of experience
within the renewable energy project development. Over the years, Mr. Barr has
built a strong network of financing partners in European banks, EPC providers
and project developers in both real estate and renewable energy space. 


Steve Bourbonnais, Chief Executive Officer and Director 

Mr. Bourbonnais, is the co-founder of Grid Essence and has 16 years business
experience including the financing of various energy and emerging oil companies.
He is the founder of Euro Catalysts Capital SA ("ECC"), a Swiss based corporate
finance advisory firm focused on the renewable energy sector. Mr. Bourbonnais
has been instrumental in achieving several public reverse take-overs, including
one within the renewable energy sector. Over the years via his entrepreneurial
deal making, he has built important business relationships with many
international investment banks, infrastructure funds and other institutional
investors including key renewable energy players. Before ECC, Mr. Bourbonnais
started his career with his CFE license as a futures trader in Toronto and moved
on to Credit Lyonnais Rouse in New York, as head of FX proprietary trading. He
graduated in 1995 and holds a B.A. in Economics from Bishop's University in
Quebec, Canada. 


Mark Thompson, Chief Financial Officer and Director 

Mr. Thompson is the founder and Director of Tiptree House Ltd, a specialist
clean tech investment and advisory firm. Prior to this, Mr. Thompson was the
Head of Research at Religare Capital Markets, a director at CanaccordAdams and
ran the ISIS Ecotec global environmental technology fund. In 1997 he began his
finance career with one of the sector's pioneers, Impax Group, and helped
finance renewable energy companies across Europe and the US. Mr. Thompson has
been instrumental in listing companies on London, US and Canadian markets, as
well as completing numerous secondary financings and venture investments in
Europe, China and North America. He is a member of the FTSE Environmental
Markets Committee, which approves and monitors companies going into all the FTSE
environmental indices. Mr. Thompson is a CFA charterholder, a Chartered Engineer
and a graduate of London Business School. His first degree is in Mechanical
Engineering and his early career was spent as an officer in the British Army. 


Jay Vieira, Director 

Mr. Vieira is, and has been since 2006, a partner with the law firm of Fogler,
Rubinoff LLP, Toronto, Ontario. Prior to that and since 2000, Mr. Vieira was an
associate with Sui & Pathak, Sui & Company and Himlefarb, Prozanski as well as
being a sole practitioner. Mr. Vieira focuses on the area of securities and
corporate finance. Mr. Vieira is a member of the Canadian and Ontario bar
associations and the Law Society of Upper Canada. Mr. Vieira was admitted to the
Ontario bar in 1999 after obtaining his LL.B. from the University of Windsor Law
School. Mr. Vieira holds a B.A. (Hons.) in Humanities from McMaster University. 


Nicolaus Diedrich, Director 

Since 2007 Mr. Diedrich has been the managing partner in several companies
involved in the renewable energy and real estate sector with a focus on managing
3P Solar, a renewable energy and private equity fund asset manager and a 70MW
CSP project development in Greece. With 3P Condor and 3P Invest, 3P Solar's
business includes a Luxemburg based fund company and a real estate asset
management and development unit. Prior to his involvement with 3P Solar, Mr.
Diedrich spent 7 years in investment banking / global markets at Deutsche Bank
and Merrill Lynch with focus on ABS and structured finance and 15 years at
Commerzbank and Westdeutsche Landesbank running the trading and sales
departments in fixed income and derivative products. Mr. Diedrich holds a MBA in
economics from the University of Cologne, Germany. 


About Grid Essence 

Grid Essence is a Cyprus company incorporated in 2012. Grid Essence was
established to become a global independent power producer producing energy from
100% renewable energy sources ("RES"). Grid Essence's mission is to own and
operate at least one gigawatt of renewable energy producing plants within the
next 5 years, initially focusing on solar generation. Grid Essence wishes to
build a solid platform as a RES power producer to take advantage of the upside
offered by evolving renewable energy technologies such as energy storage. 


Grid Essence currently has 51 megawatts ("MW") of photovoltaic ("PV") projects
under contract and has developed an impressive pipeline of solar projects. To
secure the execution of its projects, Grid Essence has entered into a framework
agreement with Wurth Solar (www.wurth-solar.com) to develop up to 150 MW of
solar projects and with Talesun Solar (www.talesun.com) to develop up to 100 MW
of solar projects. 


Further Information

All information contained in this news release with respect to Zidane and Grid
Essence was supplied by the parties respectively, for inclusion herein, and each
party and its directors and officers have relied on the other party for any
information concerning the other party. 


Completion of the transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and, if applicable, pursuant to the
requirements of the TSXV, majority of the minority shareholder 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.  


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the 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.  


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release
includes certain "forward-looking statements" under applicable Canadian
securities legislation. Forward-looking statements include, but are not limited
to, statements with respect to: the terms and conditions of the proposed
Transaction; future exploration and testing; use of funds; and the business and
operations of the Resulting Issuer after the proposed transaction.
Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual results and
future events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not limited to:
general business, economic, competitive, political and social uncertainties;
delay or failure to receive board, shareholder or regulatory approvals; and the
results of current exploration and testing. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Zidane
and Grid Essence disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
For further information regarding the Transaction,
please contact: Zidane Capital Corp.
Casper Bych, Chief Executive Officer
604.417.6375
604.628.9875 (FAX)
casper.bych@gmail.com


Grid Essence Holdings Ltd.
Charles Savva
Director
+357.22.516.671
+357.22.516.672 (FAX)
cs@gridessence.com

Ethos Gold (TSXV:ECC)
過去 株価チャート
から 10 2024 まで 11 2024

Ethos Gold (TSXV:ECC)
過去 株価チャート
から 11 2023 まで 11 2024