Outlook's Alliance with Econcept, Results in the Formation of Nexum Bio-Energy Corporation.TORONTO -- Outlook Resources Inc. ("Outlook" or the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:OLR See offline reader. ) Outlook Resources and Econcept Bio-Energy Corp. ("Econcept") are pleased to announce the signing of a Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. to form a new company to be known as Nexum Bio-Energy Corp. ("NBC NBC in full National Broadcasting Co. Major U.S. commercial broadcasting company. It was formed in 1926 by RCA Corp., General Electric Co. (GE), and Westinghouse and was the first U.S. company to operate a broadcast network. ") to pursue the mutual development of EnviroPlus(TM) ethanol and bio-gas projects. Outlook and Econcept will vend their combined interests in four (4) existing ethanol projects and Econcept will vend its interest in a fifth ethanol project plus its one hundred percent (100%) interest in five (5) bio-gas plants associated with the five (5) ethanol projects into the new entity. Nexum Bio-Energy Corp., will be the exclusive vehicle through which both companies will pursue all future EnviroPlus(TM) ethanol and bio-gas projects. As part of the signed MOU (Minutes Of Usage) A metric used to compute billing and/or statistics for telephone calls or other network use. , Outlook is required to provide $2,000,000 in funding to Nexum Bio-Energy Corp., with $1,000,000 due in 45 days and a further $1,000,000 due within six (6) months. For its contributions of four (4) project interests, project financing Project financing A form of asset-based financing in which a firm finances a discrete set of assets on a stand-alone basis. for up to 100% debt and $2,000,000 in working capital, Outlook will hold a thirty-five percent (35%) interest in the newly formed Nexum Bio-Energy Corp. Econcept will in turn hold a sixty-five percent (65%) interest in exchange for providing its project interests and the licensing rights for the EnviroPlus(TM) ethanol/bio gas model to the newly formed Nexum Bio-Energy Corp. The initial financing for Outlook's interest in Nexum Bio-Energy Corp., will be achieved through the issuance of up to 14,000,000 Outlook common share purchase units at $0.15 per unit to raise gross proceeds of up to two million dollars ($2,100,000). Each common share purchase unit consists of one (1) common share and one (1) share purchase warrant exercisable for a period of eighteen months from closing at a price of $0.30 per share for the first six months; $0.60 per share for the next six months and $0.90 per share for the final six months. These transactions are subject to the approval of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. . The EnviroPlus(TM) ethanol model brings a unique bio-gas production element to the traditional ethanol industry now operating in numerous locations all over North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . EnviroPlus(TM) Biofuels facilities operate fossil fuel fossil fuel: see energy, sources of; fuel. fossil fuel Any of a class of materials of biologic origin occurring within the Earth's crust that can be used as a source of energy. Fossil fuels include coal, petroleum, and natural gas. free, and energy independent. By incorporating unique Anaerobic Digestion Anaerobic digestion (AD) is the natural process of biological degradation of organic material in the absence of air. An anaerobic digester is a man-made system that harnesses this process to treat waste and produce biogas and anaerobic digestate, a soil-improving material. technology with proven Ethanol refinery technology, EnviroPlus(TM) ethanol projects produce bio-gas in quantities sufficient for the entire project to operate energy independently. The produced bio-gas is used to produce "Green Power" in the forms of steam and electricity. The EnviroPlus(TM) bio-gas plants have the capacity to produce more energy in the forms of electricity and steam than is required for the ethanol production and will in turn produce excess electrical power that can be sold into the power grid as a "Renewable" or "Green" electricity. Nexum Bio-Energy Corp. will initially hold interests in the following five (5) projects: 1. Parkland Biofuels Inc., Grandview, MB The Parkland Biofuels project, originated by Outlook Resources in 2003, is located near Grandview, Manitoba Grandview is a town in Manitoba, Canada. It is located thirty miles from the city of Dauphin. The town of approximately eight hundred people was named for the beautiful views of both the Duck Mountains to the north and the Riding Mountains to the south. in the middle of the Parkland region. The Parkland area provides excellent access to both cereal grain feedstock supplies and ethanol markets centrally located between the major urban centres of Saskatoon Saskatoon (săskət n`), city (1991 pop. 186,058), S central Sask., Canada, on the South Saskatchewan River. , Regina, Brandon, and Winnipeg. The selected site, located along the north side of highway #5 and adjacent to the main east - west CN rail line, consists of 55 acres of land located in the Rural Municipality A rural municipality, often abbreviated RM, is a form of municipality in the Canadian provinces of Manitoba and Saskatchewan, perhaps best comparable to counties or townships in the western United States. of Grandview. Over 2.2 million acres of land are in crop production in the Parkland region and there are more the 5,200 farms in the area. Total cereal grain (wheat and barley) acres in the Parkland are over 474,000 (long term average). When surrounding areas are included, total cereal grain acres becomes 1.087 million. Historically the Parkland region has produced some of the lowest cost feed grains in Manitoba and Saskatchewan. The Parkland project involves the construction and operation of a bio fuels facility with a nameplate capacity of 150 million litres of ethanol and 31.6 Mega Watts of "Green Power" per year. The Feedstock requirements for the Project will be approximately 410,000 metric tons of feed wheat per year, supplied by rail or truck to the Project site. The fuel ethanol production from the plant will be delivered to market via rail cars and fuel transport trucks. Parkland Biofuels has entered into a letter of intent with Plains Marketing, Canada L.P., for up to 100% of the yearly production of Ethanol. Parkland Ethanol Co-op, a local farmer owned cooperative, has committed to provide Cdn$12.0 million in equity and has agreed to enter into four year, fixed price grain supply contracts in exchange for a twenty-five (25%) interest in the Biofuels project (see Outlook Press Release dated January 13, 2005). 2. North West Bio-Energy Inc., Unity, SK The North West Bio-Energy project, originated by Econcept in 2004, will be constructed on the site of North West Terminals Ltd. in Unity Saskatchewan. The site offers exceptional infrastructure such as utilities, rail and road access and all feed stock handling components including weighing, cleaning, drying, storage, rail and truck unload and load out capabilities. These attributes make this an ideal location for the production of Ethanol and green power. Currently North West Terminal Ltd., Unity, SK, holds a 50% interest in the project with Econcept owning 50%. 3. Belledune Biofuels Inc., Port of Belledune, NB The Belledune Biofuels Project, initiated by Outlook Resources in 2002, involves the construction and operation of a Biofuels plant with a nameplate capacity of 150 million litres of fuel grade ethanol and 31.6 MW of "Green Power". The Project will be situated in the Renviro Industrial Park at the Port of Belledune, on a heavy industrial zoned property consisting of approximately 65 acres of land. The Port of Belledune is located in the centre of the Atlantic Region, on the south shore of Chaleur Bay Chaleur Bay (shəl r`), inlet of the Gulf of St. Lawrence, c.85 mi (140 km) long and from 15 to 25 mi (24–40 km) wide, between N N.B. and the Gaspé Peninsula, E Que., Canada. , 36 km's north west of the City of Bathurst, New Brunswick Bathurst (2006 population 12,714; UA 18,154; CA population 31,424) is a Canadian city in Gloucester County, New Brunswick.Bathurst is situated on Bathurst Harbour, an estuary at the mouth of the Nepisiguit River at the southernmost part of Chaleur Bay. . The Port of Belledune offers both deepwater ship and lake freighter Lake freighters, or Lakers, are cargo vessels that work the Great Lakes. The most well-known is the SS Edmund Fitzgerald, the latest major vessel to be wrecked on the Lakes. These vessels are traditionally called boats, not ships. access in addition to rail road facilities on site providing unparalleled access to both supplies of feedstock and markets for ethanol. In addition to the rail and ship facilities, the Port of Belledune is offering the use of an existing 60 million litre tank farm for storage of fuel grade ethanol to the project. The multiple feedstock supply for the Project will consist of approximately 410,000 metric tons of corn, barley and or feed wheat per year, supplied by ship, rail or truck to the Project site. The production from the plant, Fuel Ethanol, will be delivered to market via rail car and container or tanker ship. 4. CP Biofuels Incorporated, Portage La Prairie Portage la Prairie (pôr'tĭj lə prâr`ē), city (1991 pop. 13,186), S Man., Canada. It is the center of a mixed-farming region and has diversified industries. , MB The CP Biofuels Project, initiated jointly by Outlook Resources and Econcept in 2005, involves the construction and operation of a Biofuels plant with a nameplate capacity of 150 million litres of fuel grade ethanol and 31.6 MW of "Green Power". The Project is located at the Poplar Bluff Industrial Park, in the Rural Municipality of Portage La Prairie, Manitoba
Portage la Prairie (pronounced /ˈportəʤ la ˈpreri/ . The project is situated on sixty acres of designated land located 2 kilometres west of Portage La Prairie adjacent to the Trans-Canada Highway and bisected by the main line of the CP and CN Rail Systems. The Feedstock supply for the Project will be approximately 410,000 metric tons of feed wheat per year, supplied primarily by train and augmented by truck to the Project site. The product from the plant, Fuel Ethanol, will be shipped to market via rail car. Currently the Brokenhead Ojibway Nation of Scanterbury, Manitoba hold a 25% interest in the project in exchange for committing to contribute Cdn$12 million in equity capital to the project. (See Outlook press release dated January 18, 2005). 5. Wales Wales, Welsh Cymru, western peninsula and political division (principality) of Great Britain (1991 pop. 2,798,200), 8,016 sq mi (20,761 sq km), west of England; politically united with England since 1536. The capital is Cardiff. Biofuels Corporation, Milford Haven, Wales Outlook Resources, with the support of the Welsh Development Agency The Welsh Development Agency (WDA) was an Assembly Sponsored Public Body (ASPB) established in 1976 to encourage business development and investment in Wales. These responsibilities have since been devolved to the Welsh Assembly Government's Department of Economy and Transport. , has agreed to form Wales Biofuels Corporation for the development of a Biofuels facility in Milford Haven on the southern coast of Wales. Outlook & Econcept have identified a former refinery site on 120 acres of industrial land in Milford Haven and intend to utilize the existing infrastructure, which includes a jetty jetty: see coast protection. , railroad access, fresh water, natural gas and electricity, to support the construction of a new state of the art Biofuels facility utilizing the EnviroPlus(TM) model. Milford Haven is located on the Southern Coast of Wales near Pembroke and is well connected by water, road and rail links. The envisioned facility is designed to improve the environment with the primary goal of supporting efforts to reduce greenhouse gas emissions under the Kyoto Protocol, not just through the increased use of ethanol in automobile fuels, but also through improved methods involved in manufacturing. The Project involves the construction and operation of a Biofuels facility producing 150 million litres of fuel ethanol and 31.6 MW of "Green Power" (electricity) per year. In summary, the above noted projects will be financed partly through equity contributions from the existing partners that Outlook and Econcept have in three of the projects. Further financing will come from either equipment suppliers and/or third party financing arrangements for up to 100% of the project costs by way of debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay . The 100% debt financing would be provided in consideration for an equity interest in each project financed. Outlook currently holds its interest in the various ethanol projects through its subsidiary, Atlantol Industries Inc. ("Atlantol"). Atlantol has $310,000 worth of preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. issued and outstanding. Outlook proposes to make an exempted share exchange take-over bid for those preference shares in exchange for Outlook shares priced at $0.15 per share. The TSX Venture Exchange does not accept responsibility for the ad equacy or accuracy of this release. Outlook Resources Inc. (TSX VENTURE:OLR) |
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