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Press Release Source: GS Energy Corporation
DirectView Completes Acquisition of GS Carbon Monday October 16, 8:30 am ET Company Provides Update on Its New Business Model
NEW YORK--(BUSINESS WIRE)--DirectView, Inc. (OTC Bulletin Board: DRVW - News) today announced the completion of its acquisition of 100% of the stock of GS Carbon Trading, Inc. ("GS Carbon"), from GS Energy Corporation (OTC Bulletin Board: GSEG - News) in return for the issuance to GS Energy of about 85% of DirectView's issued and outstanding stock.
ADVERTISEMENT GS Carbon is a recently formed development stage company that was founded to facilitate decarbonization in ways that cost-effectively capitalize on the evolving carbon markets.
"GS Carbon's chief goal is to affect reductions in the carbon intensity of energy consumption," said Kevin Kreisler, GS Carbon's chairman and chief executive officer. "Initially, we plan to achieve this through our investments in and ongoing support of Sterling Planet and TerraPass and their trading and sales of renewable energy certificates, energy efficiency certificates, as well as other similar attributes that represent the positive environmental attributes of reduced carbon emissions. Our expectation is that a public posture will enhance the growth and development of Sterling's trading business and GS Carbon's other planned initiatives. We are excited by this transaction and we look forward to making a significant contribution to reducing carbon emissions."
GS Carbon owns about 10% of Sterling Planet, Inc., the nation's leading retail renewable energy provider, and about 10% of TerraPass, Inc., which company provides a service that aids in eliminating personal vehicle contributions to global warming.
Sterling Planet, Inc.
Sterling has established a strong reputation as the premier market maker for renewable energy sales. Sterling has sold over 4 billion kilowatt hours of renewable energy since its inception, representing enough energy to power 350,000 homes for a full year and offset 2.6 million tons of carbon dioxide. Sterling Planet currently services an impressive array of clients including Alcoa, The Coca-Cola Company, DuPont, Delphi Corporation, Duke University, University of Utah, Nike, Pitney Bowes, U.S. Environmental Protection Agency, the U.S. General Services Administration, the Homeland Security Department, Western Area Power Administration, New York State Energy Research and Development Authority (NYSERDA), the U.S. Army, Staples, Whirlpool Corporation, the World Resources Institute and over 150 other companies. Additional information on Sterling Planet is available online at www.sterlingplanet.com.
TerraPass, Inc.
By issuing a "TerraPass" to its members, TerraPass utilizes its members' contributions to promote global energy efficiency and greenhouse gas reduction through targeted projects. It is through these clean energy projects that TerraPass counterbalances pollution from its members' vehicles. TerraPass recently partnered with Ford Motor Company in a program called "Greener Miles," which allows consumers to calculate the amount of carbon dioxide produced by their car in one year of driving, and then to purchase a TerraPass linked to the cost of producing an amount of clean energy equivalent to the carbon dioxide produced. Individual purchases range from $29.95 to $79.95 annually, depending on the type of vehicle, amount of carbon dioxide emitted and miles traveled, and the funds are used to invest in U.S. based renewable energy projects. Additional information on TerraPass is available online at www.terrapass.com.
DirectView sold its videoconferencing businesses, which previously accounted for 100% of DirectView's operations, immediately prior to completion of the GS Carbon acquisition. DirectView intends to change its name to be consistent with the GS Carbon business model as soon as possible. Additional information regarding these transactions is available in DirectView's and GS Energy's Forms 8K, filed on October 13, 2006.
About GS Energy Corporation
GS Energy Corporation (OTC Bulletin Board: GSEG - News) is development stage company whose mission is to facilitate the more efficient use of traditional sources of energy and the increased production and use of renewable sources of energy. Additional information on GS Energy and its business model is available online at www.gs-energy.com.
GS Energy is about 80% owned by GreenShift Corporation (OTC Bulletin Board: GSHF - News), a company devoted to facilitating the efficient use of natural resources.
Safe Harbor Statement
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GS Energy Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contact:
GS Energy Corporation 212-994-5374 Fax: 646-572-6336 E-mail: investorrelations*gs-energy.com Web: www.gs-energy.com or Investor Relations: CEOcast, Inc. Andrew Hellman, 212-732-4300 or Public Relations: Walek & Associates Deborah McCandless, 212-590-0523 Fax: 212-889-7174 E-mail: dmccandless*walek.com Web: www.walek.com
Source: GS Energy Corporation
-------------------- "Keep your stick on the ice, we're all in this togeather!" Posts: 367 | From: AK | Registered: Aug 2005
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GS AgriFuels to Merge with GS Energy Thursday October 19, 9:46 am ET Transaction Expected to Enhance Liquidity and Bring Immediate Revenues to GS AgriFuels
NEW YORK--(BUSINESS WIRE)--GS AgriFuels Corporation (OTC: GSGF - News) today announced its execution of an agreement to merge with GS Energy Corporation (OTC Bulletin Board: GSEG - News).
ADVERTISEMENT Under the terms of the merger agreement, holders of GS Energy common stock will receive 1 share of GS AgriFuels common stock for each 1,000 shares owned in GS Energy. This corresponds to a total of about 2.5 million new shares of GS AgriFuels common stock that will be issued to GS Energy common stock shareholders upon the closing of the merger.
GreenShift Corporation (OTC Bulletin Board: GSHF - News), which currently owns about 90% of GS AgriFuels and about 80% of GS Energy in the form of preferred stock, will exchange its GS Energy stock for GS AgriFuels stock such that GreenShift will own about 85% of GS AgriFuels after completion of the merger.
The merger is subject to the approval of GS Energy's shareholders and is expected to be completed in early 2007. After the completion of these transactions, GS AgriFuels expects to have about 31 million shares of common stock outstanding and no shares of preferred stock outstanding.
Infrastructure Support
The merger will bring GS Energy's specialty equipment manufacturing company, Warnecke Design Service, Inc. ("Warnecke") to GS AgriFuels, where it will focus on the manufacturing of GS AgriFuels' fuel production infrastructure. Importantly, Warnecke has been manufacturing biodiesel processing equipment for NextGen Fuel, Inc. ("NextGen") since earlier this year.
GS AgriFuels recently entered into an agreement to acquire NextGen - a producer of modular, continuous-flow multi-feedstock biodiesel process equipment based on NextGen's patent-pending process intensification technology. Under the terms of the NextGen agreement, GS AgriFuels will acquire 100% of the stock of NextGen in return for about $20,000,000 in cash, about $2,000,000 of which is contingent on increases in NextGen's sales. The closing of the acquisition is subject to GS AgriFuels' completion of financing and the agreement is terminable if the acquisition does not close on or before November 15, 2006.
"We expect that this merger will be strategic to GS AgriFuels for several key reasons," said Kevin Kreisler, GS AgriFuels' chairman and chief executive officer. "First, the integration of NextGen's and Warnecke's businesses can be expected to enhance operating margins for both companies while establishing an immediate stream of revenues and earnings for GS AgriFuels. Next, while we believe the acquisition of NextGen is primarily merited on the value of its third-party sales pipeline, we also intend to use Warnecke's and NextGen's combined resources to augment GS AgriFuels' ability to deploy its own planned agrifuel production facilities on a predictable and timely basis."
Warnecke is currently generating about $5 million in annualized sales and, for the nine months ended September 30, 2006, NextGen generated about $3 million in sales and has executed contracts to sell biodiesel processing equipment corresponding to about another $8 million in biodiesel equipment sales.
GS AgriFuels is currently developing several sites for the construction of its agrifuel production facilities. Its planned Memphis facility is designed to have an initial nameplate capacity of 10 million gallons of biodiesel and will include a NextGen system. GS AgriFuels expects to scale this facility with a series of modular NextGen systems to in excess of 45 million gallons per year given that facility's location in a major distribution hub.
Kreisler added: "Finally, and on the corporate front, merging the larger GS Energy shareholder base with the GS AgriFuels shareholder base can be expected to increase liquidity, which we expect will be very strategic to our growth plans."
Distribution of Non-Strategic Assets
In connection with the execution of the merger agreement, GS Energy transferred its 85% stake in GS Carbon Corporation (formerly known as DirectView, Inc.) (OTC Bulletin Board: DRVW - News) and several other development stage companies to GreenShift as repayment for about $600,000 in debt due to GreenShift and to redeem 400,000 shares of GS Energy preferred stock with a face value of $400,000.
About GreenShift Corporation
GreenShift Corporation (OTC Bulletin Board: GSHF - News) is devoted to facilitating the efficient use of natural resources. GreenShift's companies own the exclusive rights to many proprietary clean technologies and have combined annualized revenues of about $35 million.
After the closing of the GS AgriFuels - GS Energy merger and the other transactions described above, GreenShift's restructured operations will be primarily administered through the following sector-specific subsidiaries:
* GS CleanTech Corporation (OTC Bulletin Board: GSCT - News) - GS CleanTech provides applied engineering and technology transfer services based on clean technologies and process innovations that make it cost-effective and easy to recycle and reuse resources. * GS AgriFuels Corporation (OTC: GSGF - News) - GS AgriFuels was founded to produce and sell clean fuels from agriproducts in innovative new ways that allow producers of agriproducts, their local communities and consumers to save money, reduce pollution and contribute to energy independence. * GS Carbon Corporation (OTC Bulletin Board: DRVW - News) - GS Carbon is a development stage company that was founded to facilitate decarbonization in ways that cost-effectively capitalize on the evolving carbon markets. GS Carbon's ambition is to affect reductions in the carbon intensity of energy consumption by investing in carbon trading and by developing and owning renewable energy production assets. * GS EnviroServices Corporation - GS EnviroServices is a diversified industrial and hazardous waste management and environmental services company that specializes in providing its clients with the following cost-effective and environmentally friendly management services: transportation and distribution of industrial and hazardous wastes; site remediation and industrial cleaning projects; engineering and consulting services; and, environmental, health and safety compliance.
Safe Harbor Statement
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GS AgriFuels Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contact:
GS AgriFuels Corporation 212-994-5374 Fax: 646-572-6336 investorrelations*gs-agrifuels.com www.gs-agrifuels.com or Investor Relations: CEOcast, Inc. Andrew Hellman, 212-732-4300 or Public Relations: Walek & Associates Deborah McCandless, 212-590-0523 Fax: 212-889-7174 dmccandless*walek.com www.walek.com
Source: GS AgriFuels Corporation
-------------------- "Keep your stick on the ice, we're all in this togeather!" Posts: 367 | From: AK | Registered: Aug 2005
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in fact is like a RS 1:1000 more than a merge between 2 subsidiaries (very clever way to do it)
Posts: 1442 | From: Lugano - Switzerland | Registered: Sep 2003
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GS AgriFuels Corporation (GSGF) today announced the closing of its acquisition of NextGen Fuel, Inc., a producer of modular, continuous-flow multi-feedstock biodiesel process equipment based on NextGen's patent-pending process intensification technology.
GS AgriFuels acquired 100% of the stock of NextGen for about $21,300,000, of which $17,000,000 was paid at the closing and about $4,300,000 of which is to be paid upon NextGen sales milestones.
Process Intensification Technology
NextGen's biodiesel process technology utilizes innovative and proprietary process intensification techniques to accelerate and enhance traditional biodiesel reaction kinetics, thus decreasing process time, reducing energy and raw material needs, and increasing product quality. These benefits translate to reduced up-front capital and ongoing operating costs by as mush as 50% versus traditional technologies. Additionally, NextGen's systems can be manufactured and shipped to customers in as quickly as 12 weeks from the time of order. NextGen currently offers turn-key biodiesel production plants rated for 5 million gallons per year and 10 million gallons per year, but the modular and continuous-flow aspects of the technology make scaling plants up or down easy and cost-effective.
"We see a robust and mostly untapped domestic and international market for the development of mid-sized biodiesel production facilities," said Kevin Kreisler, GS AgriFuels' chairman and chief executive officer. "We believe that NextGen has commercialized an important technology that enables us to meet the needs of this market. The continuous-flow capabilities of the technology translate to substantially lower construction costs because less equipment and raw materials are needed versus batch plants, and the modular design allows NextGen plants to be cost-competitive with the total capital costs of larger plants. We believe that the capabilities of the NextGen technology enable us to offer a superior process technology to biodiesel producers, and we are proud and excited to have completed this acquisition."
GS AgriFuels President Tom Scozzafava added, "We are thrilled to have acquired this exciting technology provider at this pivotal time in the biofuels industry, and we will continue to work very closely with NextGen's founders to build on the technology and to service the very long list of potential NextGen customers."
About GS AgriFuels Corporation
GS AgriFuels was founded to produce and sell clean fuels from agriproducts in innovative ways. GS AgriFuels' business model is based on the manufacturing and sales of proprietary biodiesel equipment and the use of new technologies to produce biodiesel and ethanol from non-traditional feedstocks such as corn oil and cellulosic biomass through the utilization of several new proprietary technologies, including innovative desiccation, process intensification, gasification, catalytic, and carbon capture technologies, synergistically at small-scales to enable the refining of many forms of biomass into clean fuels at Integrated Multi-Fuel ("IMF") production facilities.
GS AgriFuels is about 90% owned by GreenShift Corporation (OTC Bulletin Board: GSHF), a company devoted to facilitating the efficient use of natural resources.
GS AgriFuels is party to a merger agreement with, GS Energy Corporation (GSEG) , another majority held GreenShift company, pursuant to which holders of GS Energy common stock will receive 1 share of GS AgriFuels common stock for each 1,000 shares owned in GS Energy, for a total of about 2.5 million new shares of GS AgriFuels common stock. GS AgriFuels will be the surviving entity of this merger and is expected to have about 31 million shares of common stock outstanding and no shares of preferred stock outstanding.
Posts: 1442 | From: Lugano - Switzerland | Registered: Sep 2003
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