Energy Visions Inc. Announces Completion Of Its Pure Energy Inc. Acquisition.

Business Editors

TORONTO--(BUSINESS WIRE)--Oct. 27, 2003

Energy Visions Inc. ("EVI") (OTCBB:EGYV) (TSX VENTURE:EVI.S) announces today that it has completed its acquisition of shares of Pure Energy Inc. ("PEI"). PEI owns Pure Energy Battery Inc. ("PEBI"), which company is the sole manufacturer of rechargeable alkaline manganese ("RAM(TM)") batteries in Canada and sells its batteries around the world.

The acquisition was effected through the subscription by Energy Ventures Inc. (Canada) ("EVIC"), a wholly-owned subsidiary of EVI, for common shares and convertible preferred shares of PEI. EVIC paid Can. $1,000,000 for 7,097,857 common shares, while the subscription price for 1,000,000 convertible preferred shares, also Can. $1,000,000, was satisfied by the issue of 3,000,000 EVI common shares to PEI. The funds required by EVIC for the purchase of the PEI common shares were borrowed (more detail in following paragraph) from Rabih Holdings Ltd. ("Rabih"), a private Toronto-based company. Prior to the completion of this transaction, Rabih was the controlling shareholder of PEI, and it will continue to have a significant shareholding in PEI. Concurrently with the completion of this transaction, the indebtedness of PEBI to Nova Scotia Business Inc. ("NSBI") was restructured.

The Can. $1,000,000 loan by Rabih to EVIC (the "Loan") bears interest at 10% per annum and is due on October 30, 2005. It is secured by a general security interest on the assets of EVIC, EVI as well as PEBI. As consideration for making the Loan, EVI has issued warrants to Rabih ("Rabih Warrants") entitling Rabih to subscribe for 600,000 EVI common shares at Can. $0.25 per share until October 24, 2005. EVIC has the right to prepay the Loan, and if any portion of the Loan is prepaid within the first year, the same proportion of the Rabih Warrants shall expire earlier, on October 24, 2004.

The indebtedness of PEBI to NSBI was restructured in accordance with the terms established by an Order-in-Council of the Nova Scotia Government passed in June 2002 as well as a loan amending agreement (the "NSBI Loan Amendment") dated October 9, 2003 between NSBI, PEBI and PEI. Pursuant to the NSBI Loan Amendment, Can. $5,500,000 of the remaining indebtedness to NSBI will become interest-free for five years, will thereafter bear interest at 6.5% per annum and is to be repaid over a five year period (commencing at the end of the interest-free period). NSBI received PEI common shares respecting the balance of the PEBI indebtedness to NSBI, (Can. $3,863,258). In accordance with the terms of a subscription agreement, (the "Subscription Agreement"), NSBI subscribed for 4,000,000 common shares of EVI and the subscription price for those shares was satisfied by the transfer to EVIC of the PEI common shares which had been received by NSBI.

Under the Subscription Agreement, NSBI has agreed to exchange Can. $500,000 of the continuing PEBI indebtedness ("Indebtedness") into 500,000 EVI common shares in the future, provided EVI shares attain a share trading level of Can. $1.00 in the next five years. NSBI has also agreed to similarly exchange Can. $1,500,000 of Indebtedness into 750,000 EVI common shares in the future, provided EVI shares attain a share trading level of Can. $2.00; and an additional Can. $1,500,000 of Indebtedness into 500,000 EVI common shares in the future, provided EVI shares attain a share trading level of Can. $3.00, both in the next five years. This may result in the issue to NSBI of up to 1,750,000 additional EVI common shares over that period. In the event that EVI proposes to effect a distribution to the public of its shares, EVI has undertaken to use its best efforts to include in such distribution the EVI common shares held by NSBI.

In November 2002, EVI acquired 1,000,000 convertible preferred shares of PEI in consideration for the issue to PEI of 1,000,000 EVI common shares. EVI has now transferred those preferred shares to EVIC.

It is anticipated that all of the PEI preferred shares now held by EVIC will be converted into common shares prior to October 31, 2003. The common shares of PEI which will then be owned by EVIC, including those acquired from NSBI, together with holdings controlled by D. Wayne Hartford, EVI's CEO and Chairman, will represent 50.5% of the total number of PEI common shares issued and outstanding.

The indebtedness of PEBI to NSBI had been secured, in part, by the guarantee (the "Guarantee") of a subsidiary of Rabih. Such Guarantee, which is limited to Can. $3,000,000, is secured by a charge on the assets of Rabih and such subsidiary. The Guarantee guarantees that NSBI will realize net proceeds from the sale of its 4,000,000 EVI shares of at least Can. $3,000,000 by October 16, 2005. Any liability under the Guarantee is to be paid over a period of three years. EVIC has entered into an Indemnification Agreement with the Rabih subsidiary providing for it to indemnify such subsidiary for any payments made to NSBI under the Guarantee. As security for this indemnification obligation, EVIC has pledged to the Rabih subsidiary all of the PEI shares it owns. The Indemnification Agreement, and the pledge of PEI shares, will terminate when the contingent or actual liability under the Guarantee reduces to Can. $1,500,000.

EVIC and Rabih have entered into a shareholders agreement relating to both PEI and PEBI. The shareholders agreement allocates two directors to Rabih and one to EVIC while the Indemnification Agreement in favour of the Rabih subsidiary remains in effect. Thereafter, EVIC will be allocated a majority of the board. EVI Canada President, Dr. Phil Whiting, Executive Vice President of EVI and President of EVIC, has been appointed President of PEI.

EVI CEO Wayne Hartford said, "EVI's investment in PEI is the first step in EVI's strategic plan for expansion. PEI is a manufacturer and seller of rechargeable alkaline manganese ("RAM(TM)") batteries with the capability of producing over 100 million batteries per year in its modern Nova Scotia plant. The addition of bricks-and-mortar manufacturing moves EVI from being solely an R&D firm to being a product-producing company with a significant revenue stream. Now with sufficient, assured manufacturing capacity, EVI intends to introduce its new Nickel-Zinc battery into a variety of OEM markets. Improvements to PEI's existing RAM(TM) battery line will soon be introduced resulting in the Pure Energy XL battery, providing even better battery performance. We intend to combine our rechargeable battery technologies and direct methanol fuel cell to produce hybrid power systems. The combination of EVI's advanced technologies and PEI's modern manufacturing capability is designed to place us at the forefront of the portable power system industry."

EVIC is also seeking a further investment of up to Can. $1,500,000 under similar financial terms as with Rabih.

Energy Visions Inc. is a developer and manufacturer of advanced battery and fuel cell technologies.

Statements in this release, other than statements of historical fact, may be regarded, in certain instances, as "forward looking statements" pursuant to Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934, respectively. "Forward looking statements" are based on expectations, estimates and projections at the time the statements are made that involve risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. There can be no assurance that such statements will ever prove to be accurate and readers should not place undue reliance on any such "forward looking statements" contained herein.

Neither The TSXV nor NASD OTC Bulletin Board have reviewed or accept responsibility for the adequacy or accuracy of this release.