Greenwich Global Capital Inc.
NEX BOARD : GGB.H

December 15, 2009 13:10 ET

Greenwich to Acquire Xinergy Corp. to Complete Its Qualifying Transaction

MISSISSAUGA, ONTARIO--(Marketwire - Dec. 15, 2009) - NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

Greenwich Global Capital Inc. ("Greenwich") (TSX VENTURE:GGB.H) is pleased to announce that the TSX Venture Exchange (the "TSXV") has approved the filing of its filing statement dated December 11, 2009 (the "Filing Statement") in respect of the acquisition of all of the issued and outstanding shares of Xinergy Corp., a Tennessee corporation ("Xinergy USA" or the "Company"), which will result in a reverse take-over of Greenwich by the shareholders of Xinergy USA and two corporations ("Xinergy Fincos") incorporated to facilitate the acquisition (the "Transaction"). In addition, the Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the common shares of Greenwich (to be renamed "Xinergy Ltd.").

Greenwich proceeded yesterday with the filing of the Filing Statement in accordance with the applicable policies of the TSXV. The Filing Statement is available to the public through SEDAR at www.sedar.com.

Subject to certain conditions, as more fully described in the Filing Statement, Greenwich and Xinergy USA intend to proceed with the closing of the Transaction on or around December 21, 2009.

Greenwich is also pleased to announce that the Xinergy Fincos have 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 included CIBC World Markets and Cormark Securities Inc. The Subscription Receipts will convert into units (each a "Unit") of Xinergy Fincos immediately prior to or after closing of the acquisition by Greenwich of the shares of Xinergy USA or will be cancelled if the Transaction is not completed within 90 days following closing of the financings. Each Unit will consist 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 for a period of two years following the conversion of the Subscription Receipts. For further details about the Offering, please refer to the Filing Statement of Greenwich available on SEDAR at www.sedar.com.

About Xinergy USA

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

About Greenwich

Greenwich is a capital pool company under Policy 2.4 of the TSX Venture Exchange which completed its initial public offering on May 19, 2005 and is currently listed on the NEX Board (GGB.H). Since its incorporation, Greenwich's sole activity has been to identify and evaluate assets or businesses which, when acquired, would qualify the resulting issuer for listing as a regular issuer on the TSXV.

READER ADVISORY

This press release contains forward-looking statements with respect to the Transaction and matters concerning the business, operations, strategy, and financial performance of Xinergy USA 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 USA 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: the ability of Greenwich to obtain necessary shareholder approval to complete the Transaction or to satisfy the requirements of the TSXV with respect to the Transaction. The cautionary statements qualify all forward-looking statements attributable to Greenwich and Xinergy USA 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 USA have no obligation to update such statements except as required by law.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV final acceptance. The Transaction cannot close until any required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in any filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Greenwich Global Capital Inc.
    Daniel F. Hachey, President & Chief Executive Officer
    905-206-1604
    or
    For further information regarding Xinergy USA contact:
    Xinergy Corp.
    Charles Kite
    General Counsel
    865-474-7000