Xinergy Ltd. (formerly Greenwich Global Capital)
TSX VENTURE : GGB.H

December 21, 2009 18:14 ET

Greenwich and Xinergy Complete Business Combination: Shares Expected to Commence Trading Under the Symbol "XRG" on December 23, 2009

TORONTO, ONTARIO--(Marketwire - Dec. 21, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Xinergy Ltd., formerly Greenwich Global Capital Inc., ("Greenwich") (TSX VENTURE:GGB.H) is pleased to announce that it has completed its previously announced acquisition of Xinergy Corp. ("Xinergy"), a Tennessee corporation, which resulted in a reverse take-over of Greenwich by the shareholders of Xinergy and two corporations ("Xinergy Fincos") incorporated to facilitate the acquisition (the "Transaction").

It is expected that the common shares of Xinergy Ltd. will begin trading on the Toronto Stock Exchange under the symbol "XRG" on or about December 24, 2009 and the common shares of Greenwich will be delisted from the NEX Board of the TSX Venture Exchange at the same time.

Prior to the effective time of the Transaction, Greenwich completed a consolidation (the "Consolidation") of its issued and outstanding common shares on the basis of one new common share for each 19.92 existing common shares of Greenwich and changed its name to "Xinergy Ltd." A letter of transmittal was mailed to shareholders of Greenwich. Former Greenwich shareholders should send in their completed and executed letters of transmittal and share certificates to Greenwich's transfer agent, Equity Transfer & Trust Company as soon as possible in order to receive new share certificates. Copies of the respective letters of transmittal are available on SEDAR at www.sedar.com under the Xinergy Ltd./Greenwich profile.

Prior to the completion of the Transaction, the Xinergy Fincos completed the private offering (the "Offering") of subscription receipts (each, a "Subscription Receipt") at a price of C$3.50 per Subscription Receipt for gross proceeds of approximately C$66.5 million. The Offering was conducted by a syndicate of agents co-led by GMP Securities L.P. and Canaccord Financial Ltd. and including CIBC World Markets and Cormark Securities Inc. The Subscription Receipts converted into units (each a "Unit") of Xinergy Fincos immediately prior to completion of the Transaction. Each Unit consists of one common share and one half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one additional common share at a price of C$4.20 until December 21, 2011. The non-voting common shares are being issued as part of the Transaction in order to help preserve the ability of Greenwich to qualify as a "foreign private issuer" under U.S. Securities law and will not trade on the TSX.

At the effective time of the Transaction, shareholders of Xinergy received one voting or non-voting common share of Greenwich, at the election of the Xinergy shareholder, for each Xinergy common share outstanding. As at December 21, 2009, following completion of the Transaction, there were 33,514,529 common shares of Greenwich, of which approximately 1% of the voting common shares are held by former shareholders of Greenwich, 42% of the common shares are held by former shareholders of Xinergy and 57% of the common shares are held by the Xinergy Fincos on an undiluted basis. Xinergy had retained the Seaport Group as its financial advisor in connection with the Transaction.

At the special meeting of Greenwich shareholders held December 10, 2009, shareholders of Greenwich elected new directors upon completion of the Transaction. Effective as of completion of the Transaction, all of the current directors of Greenwich, being Mr. Daniel F. Hachey, Mr. Paul M. Stein and Mr. Bryson Farrill resigned from their positions as directors and Mr. Jon E. Nix, Mr. Gregory L. "Bernie" Mason, Mr. Matthew Goldfarb, Mr. Robert James Metcalfe and Mr. David Paul Smith were appointed as directors of Greenwich. Mr. Nix, Mr. Mason, Ms. Debra Powers and Mr. Charles Kite will join the Greenwich management team.

McCarthy Tétrault LLP acted as counsel to Greenwich and Cassels Brock & Blackwell LLP acted as counsel to Xinergy in respect of the Transaction and Stikeman Elliott LLP acted as counsel to the agents in the Offering.

About Xinergy Corp.

Xinergy is a privately-held, high quality thermal coal producer with current operations and additional development properties in Kentucky, Alabama and Tennessee. Xinergy has been in production since 2008 and has diversified production across surface, highwall and underground mining operations. Xinergy sells predominantly to regional utilities through a combination of forward contracts and short-term sales. Xinergy's growth strategy includes continued expansion in reserve size over the next five years under its current drilling program, as well as, strategic acquisitions. Xinergy's management team has over 100 years combined coal sector and capital market experience. With safety as the company's number one priority, Xinergy has developed strong relationships with local government and permitting officials. Xinergy is committed to the communities in which they operate. Involvement includes charities focusing on Appalachia. Xinergy is incorporated under the laws of Tennessee and its corporate office is located in Knoxville, Tennessee.

Cautionary Note

Certain information set forth in this press release contains "forward-looking statements", and "forward-looking information" under applicable securities laws with respect to the Transaction and matters concerning the business, operations, strategy, and financial performance of Xinergy and Greenwich. These statements generally can be identified by use of forward looking word such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The completion of the Transaction and the future business, operations and performance of Xinergy discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: liabilities inherent in mine development and production; geological, mining and processing technical problems; Xinergy's inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with mining and mineral processing operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in commodity prices and exchange rates; currency and interest rate fluctuations; various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions; the demand for and availability of rail, port and other transportation services; and management's ability to anticipate and manage the foregoing factors and risks. The cautionary statements qualify all forward-looking statements attributable to Greenwich and Xinergy and persons acting on their behalves. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and Greenwich and Xinergy have no obligation to update such statements except as required by law.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Xinergy Ltd.
    Jon E. Nix
    Chief Executive Officer
    (865) 474-7000