RE: Reverse takeover should be doneForterraEnvironmental Corp., a supplier of organic soil amendment productsbased on worm castings, entered into an agreement to acquire OSM SolarCorp., a company that designs and builds solar energy systems, in areverse takeover transaction.
Under the terms of the agreement,Forterra will acquire all of the issued and outstanding shares of OSM inexchange of shares, which represents 90% of the total number of issuedand outstanding shares of Forterra calculated on a fully diluted basisafter giving effect to the amalgamation and an up to 10:1 consolidationof Forterra's shares. Current shareholders of Forterra would own 10% ofthe issued and outstanding shares of the company after the amalgamationand consolidation is completed.
Following the completion of thetransaction, the new board of directors of Forterra will consist ofcurrent directors, Don Green, Bruce Bent, Rod Malcolm, John Gamble, andDavid Woolford, and a new director, Dr. Taesung Kim, CEO of SymphonyEnergy Co. Ltd.
The transaction is expected to be completed by August 31, 2011.
DonGreen, chairman and CEO of Forterra Environmental, stated, "Wedetermined that any possible future for Forterra depended on pursuing astrategy that, if successful, will enable it to transition and broadenits environmentally friendly business into other renewable sectors ofthe Canadian marketplace. Working particularly with John Gamble, adirector of Forterra who also is serving as CFO, our Board approvedpursuing the amalgamation with OSM, for which Mr. Gamble serves aspresident & CEO. In our view, there is no doubt that Forterra needsto execute a strategy that broadens our business in the renewablessector and enables us to recapitalize the company in order to remain agoing concern. As we pursue this strategy through the completion of theamalgamation with OSM, certain directors and shareholders of Forterrawill continue to provide the short-term financial support necessary tocontinue the business through this difficult time."