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November 19, 2007--HLT Energies Inc. announces the acquisition of a Belgian technology related to non-conventional multi energy towers
HLT Energies Inc ("HLT") announces the acquisition of a Belgian technology related to non-conventional multi energy (wind turbine, hydraulic, thermal solar and photovoltaic) towers known as F.I.M.E.S. (Fully Integrated Multi Energy Systems) November 16, 2007 (the "Closing Date").
These towers, unlike conventional wind turbines, do not possess a large mast nor have large propellers and are noiseless. In fact, the F.I.M.E.S. is composed of stackable modules each of which possesses two turbines with small diameter rotors. The turbines orient themselves in the wind direction and the tower design amplifies the wind speed. The esthetic of the F.I.M.E.S. blends in naturally into the environment and furthermore, because of its technology, it operates at a very low noise level (18dba /1 meter). Contrary to a conventional wind turbine, a F.I.M.E.S. does not require energy for its operations. Therefore, all the energy generated is directed to the customer. HLT acquisition price consist of:- 250,000 common shares of HLT issued on the Closing Date at the closing price of the common shares of HLT on the day preceding the date of their issue.;
- 250,000 warrants of HLT issued on the Closing Date, each warrant having a two year term and entitling the warrantholder to acquire one common share of HLT, after the regulatory hold period and subject to the achievement of a milestone in relation to the development of the above-described technology (the "Milestone"), with the exercise price being that of the market price of the common shares of HLT on the date of the issuance of the warrants;
- 500,000 stock options of HLT to be granted May 31, 2008, subject to the achievement of the Milestone, each stock option having a five year term from the date of issuance and 1/12 of the total stock options granted vesting on a quarterly basis from the date of their grant. The exercise price of the stock options will be that of the market price of the common shares of HLT on the day prior to the grant of the stock options;
- 750,000 stock options to be granted twelve months from the Closing Date, with an additional grant of 750,000 stock options twenty-four months from the Closing Date, both such grants subject to the achievement of the Milestone, each stock option having a term, vesting schedule and exercise price as described above.
In addition, HLT announces the acquisition of ITER s.p.r.l. ("ITER"). HLT signed an agreement on October 1, 2007 for the acquisition of 100% of the shares of ITER at a price of 120 000 euros. The non-audited financial information of this private Belgian company shows a net book value of 100 000 euros composed mostly of short term investments. All future European operations of sale of energy from the multi energy towers will be carried out through this subsidiary.
Finally, HLT would like to rectify certain facts announced in its press release dated September 19, 2007 issued in connection with its participation in the creation of a Belgian company, Ekowatt s.a. HLT, Ecotech Finance and Watt Engineering entered into a verbal agreement to form Ekowatt s.a. which agreement will be formalized on or around December 4, 2007. Each of HLT, Ecotech Finance and Watt Engineering will hold a 1/3 interest in the share capital of Ekowatt s.a. The creation of Ekowatt s.a. is scheduled for December 4, 2007.