Upon completion of the acquisition, Pacific Northwest Biomass’s (PNBC) proposed 30MW biomass power plant to be located near Hazelton, British Columbia, would produce in excess of 240,000MWh per year of sustainable energy.

A total of four million shares have been issued to the shareholders of PNBC, which are held in escrow to be released in two stages. All shares issued to the PNBC shareholders are subject to a hold expiring on January 17, 2009.

The first stage will trigger with the release of two million of the escrowed shares upon receipt of an engineering study confirming the economic feasibility and the receipt of a report confirming the adequacy of the fiber supply. In the event these conditions are not met by September 30, 2008, all of the escrowed shares will be canceled and returned to treasury.

A further two million of the escrowed shares are to be released upon the execution of a long-term power purchase agreement between BC Hydro, Power Authority and PNBC. In the event this condition is not met by September 30, 2009, the shares remaining in escrow will be canceled and returned to the treasury.

Holders of the escrowed shares are not entitled to exercise their voting rights in respect of the escrowed shares until such time as the shares are released from escrow. An additional one million shares of the company may be issued to PNBC shareholders should PNBC achieve a second long-term power purchase agreement.