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Solar Energy Limited has Entered Agreements With Hyaton Organics Inc.

Business Editors

LOS ALAMOS, N.M.--(BUSINESS WIRE)--Sept. 19, 2001

Solar Energy Limited (the company) (OTCBB:SLRE) has entered into two separate agreements to sell to Hyaton Organics Inc. (OTCBB:HYTN) 100% of the shares of Sunspring Inc. (SUNS) and 100% of the shares of Renewable Energy Corp. (RECO).

The transactions are subject to the final approval of the closing documentation by the company's board of directors.

The two agreements call for HYTN to initially provide a total of $350,000 in working capital to fund a 90 day work program in order to develop a 12-month budget and business plan for SUNS and RECO. HYTN is then required to fund the 12-month budget.

The total consideration to the company, in addition to the working capital, is 4 million common shares of HYTN plus $16 million worth of convertible HYTN preference voting shares bearing interest at 6%, interest accrued and paid only from cash flow generated by SUNS and RECO.

The preference shares are convertible at the 10 day average trading price of HYTN's shares at the company's option only after 12 months from closing. There is a minimum floor of $2/share and a ceiling of $4/share.

There are to be certain clawback agreements such that if HYTN does not fund on a timely basis, the company can elect to repossess the RECO and/or SUNS shares by returning the preference shares. Alternatively, if after 12 months HYTN decides that either SUNS and/or RECO's products are not capable of commercialization, HYTN can return the SUNS and/or RECO shares in return for the preference shares.

The proposed sale of RECO and SUNS to HYTN is in keeping with the company's stated aim of being an incubator of energy, water and pollution projects. The main purpose of this transaction is to raise money for the projects with added managerial and technical aid as provided by HYTN.

The sale of Sunspring is less than 20% of the company's assets and this is not deemed to require shareholder approval. However, the sale of RECO represents approximately 20% of the company's assets and accordingly, a shareholders meeting will be called to ratify this sale.

On closing, the company will continue to develop its remaining assets in addition to providing certain consulting and management services to RECO and SUNS.

Certain matters discussed in this news release are forward-looking statements and certain important factors may affect the company's actual results to differ materially from any forward-looking statements made in this release, or which are otherwise made by or on behalf of the company. Such factors include, but are not limited to, changes in market conditions, the inability to commence planned projects in a timely manner, the impact of competition, as well as risks associated with acquisitions. The company believes that the information contained herein is from sources considered reliable but cannot guarantee that the statements presented are accurate or complete.
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Publication:Business Wire
Date:Sep 19, 2001
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