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Greenscape Capital Announces 100% Acquisition of Green.Switch

Posted on: Thursday, 5 November 2009, 07:45 CST

VANCOUVER, Nov. 5 /PRNewswire-FirstCall/ - Greenscape Capital Group Inc. (TSXV: - GRN) is pleased to announce that it has entered into a letter of intent (the "LOI") to acquire 100 percent of the issued and outstanding shares of Greenswitch Capital Ltd. ("Green.Switch") via a share transaction based on Earnings Before Income Tax, Depreciation and Amortization ("EBITDA").

Green.Switch has recently signed two major environmental (energy retrofit) contracts, one with Robbins Parking Services, headquartered in Victoria, B.C., Canada and one with Queen Charlotte Lodge at Naden Harbour near Masset, B.C., Canada.

Robbins Parking Services

This full service contract includes assessment, target setting, monitoring and implementation of energy saving equipment and strategies provided to Robbins Parking Services and its principal subsidiary, Platinum Parking, headquartered in Dallas, Texas, which manages 55,000 parking stalls across North America and is Canada's second largest parking management company. Robbins is a prominent brand on Vancouver Island with 200 lots and facilities.

The initial phase of the Robbins contract is underway. Site assessment and implementation has commenced and equipment has been ordered for first 20 installations, to be completed by the end of 2009. The satisfactory completion of this first phase is expected to foster rapid expansion of the program. Positive discussions with Robbins and others in the North American parking industry have created short-term projections to retrofit more than 200 lots. This work within the industry is expected to achieve in excess of C$5 million in revenue. Not only is this positive for Green.Switch, but it enables parking operators to market a "green" image - attractive to consumers and property owners - saving money while improving the facilities.

The parking lot segment of the market consists of thousands of parking facilities throughout Canada and the United States. Parking lot management and ownership is a multi-billion dollar industry and energy is the largest variable operating cost. Green.Switch has developed a unique methodology to assess, retrofit and monitor upgrades to lots and as such is uniquely positioned to benefit. Through greening their operations, lot owners are able to realize significant energy savings. Green.Switch is currently negotiating environmental energy saving contracts with other parking lot operators.

Queen Charlotte Lodge ("QCL")

This world renowned salmon fishing resort is located on the north tip of the Queen Charlotte Islands in British Columbia. The lodge is far beyond the reach of roads and utilities and all services are self sufficient. Supplies come to the nearest town (Masset) by air and then by boat or helicopter to the lodge. Energy is one of the resort's most costly budget items. The goal is to achieve a dramatic upgrade in facilities and services, at no cost to the client. Green.Switch recently completed a detailed review of the lodge's operations and has recommended approximately $895,000 in upgrades to achieve substantial energy cost savings. This contract has been executed and is expected to generate revenues in excess of $1.7 million. QCL is a Canadian icon, attracting each year a steady parade of top global CEOs. It is monitored closely by similar high-end and isolated adventure resorts world-wide. Green.Switch's unparalleled program, including expertise in alternate energy sources, should further enhance QCL's industry leadership and renown.

LOI Details

Terms of the LOI are based on a share exchange between Greenscape and Green.Switch whereby Green.Switch has the ability to earn up to two million common shares and its Director a further 200,000 stock options in Greenscape.

The terms of the LOI are as follows:

- Upon execution of the final definitive agreement Green.Switch will be issued from treasury 200,000 common shares and its Director will receive 20,000 stock options in Greenscape. The shares and options will be subject to a four month and one day hold period. The options will be at market price and the vesting of the options will be based on Greenscape's approved Stock Option Plan. - The balance of the 1.8 million shares and 180,000 stock options will be issued from treasury and granted to Green.Switch based on the following financial quarter EBITDA. - For every $200,000 in EBITDA that is recorded in the financial statements of Green.Switch, Greenscape will issue from treasury 150,000 common shares and 15,000 stock options. - Green.Switch has been granted 12 financial quarters to earn the maximum number of 1.8 million common shares and 180,000 stock options in Greenscape. - Subject to all regulatory approvals.

Management of Green.Switch

Ryan Skomorowski, the founder, Director and CEO of Green.Switch, will continue to direct the company, with significant experience in finance, securities, property development, construction and environmental initiatives. Among the major projects spearheaded recently are the $250 million Burnaby Mountain Sports & Medical Centre, which is expected to go forward during 2010.

Paul B. Clough has significant expertise on environmental and carbon offset issues. He has spoken to international audiences regarding these matters and has been involved in multiple alternative energy projects. He was instrumental in founding Kinetic Power Corporation, which is playing a role in the development of new clean technology for energy producing, low temperature geothermal plants.

About Green.Switch

A Vancouver based company created to provide commercial upgrade solutions for businesses seeking to green their operations by reducing energy costs. Green.Switch is a full service company, commencing with the assessment of client issues and infrastructure and evolving into consulting, project design, capitalizing improvements, attaining government incentive grants where applicable, contracting, installation and monitoring. The company has retained outstanding professional expertise in property assessment, energy sources, carbon offsets and "green" branding - both in-house and outside consultants and contractors.

Green.Switch's mission statement is to promote and successfully demonstrate turnkey energy saving solutions for businesses at no net cost to them, which are financed through the energy savings.

About Greenscape Capital

Greenscape Capital Group identifies and invests in companies in the eco-friendly consumer space. Greenscape provides strategic capital and business advisory services to these companies to assist them in achieving their corporate and environmental goals. Additionally, Greenscape operates an eco-consulting company, working to help outside companies make their operations more environmentally sustainable, socially responsible and profitable.

ON BEHALF OF THE BOARD "Bryan Slusarchuk" CEO and Director ------------------------------------------------------------------------- Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of he TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

Certain financial information in this release including expected revenues that may occur over several annual financial reporting periods are forward-looking statements, which reflect the expectations of management regarding the Company's acquisition of Green.Switch. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur (including the Company's acquisition of Green.Switch; the revenues or earnings to be realized by Green.Switch; and the release of the earn-out shares) or, what benefits the Company will obtain from them.

SOURCE Greenscape Capital Group Inc.

Source: PR Newswire

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