HLT Energies Inc.
TSX VENTURE : HES

HLT Energies Inc.

December 10, 2007 07:30 ET

HLT Energies Inc. Announces Two Proposed Private Placements for Total Gross Proceeds of $375,000

MONTREAL, QUEBEC--(Marketwire - Dec. 10, 2007) - HLT Energies Inc. ("HLT")(TSX VENTURE:HES) announced today that it has entered into an agreement relating to two private placements, the first, with one of its directors, Mr. Kurt Portmann, and the second, with Mr. Portmann and a second investor.

The first private placement will consist of 1,000,000 units at a price of $0.15 per unit, each unit being composed of one common share and one common share purchase warrant, for an aggregate value of $150,000. Each common share purchase warrant will entitle its holder to purchase one common share at a price of $0.15 per common share at any time following the Hold Period (as defined below) up to a date which is two years from the date of its issue. The anticipated closing date is on or around December 14, 2007.

The second private placement will consist of a $225,000 secured convertible debenture, maturing five years from its date of issuance and bearing interest at an annual rate of 6% (the "Debenture"), held jointly by Mr. Portmann and the second investor in proportion to their contributions. The Debenture will be convertible during the period beginning the nineteenth month from the date of its issuance until the twenty-third month inclusively, into units at a price of $0.30 per unit, each unit being composed of one common share and one common share purchase warrant. Each common share purchase warrant will entitle its holder to purchase one common share at a price of $0.30 per common share at any time following the Hold Period (as defined below) up to the earlier of (i) two years from the date of conversion of the Debenture or (ii) the last date of conversion of the Debenture. The Debenture will be convertible from the twenty-fourth month from the date of its issuance up until its expiry into units at a price of $0.40 per unit, each unit being composed of one common share and one common share purchase warrant. Each common share purchase warrant will entitle its holder to purchase one common share at a price of $0.40 per common share at any time following the Hold Period (as defined below) up to the earlier of (i) two years from the date of conversion of the Debenture or (ii) the last date of conversion of the Debenture. As security for the Debenture, HLT will grant a first ranking hypothec on the intellectual property it had acquired November 16, 2007, as was announced in the press release issued by HLT on November 19, 2007 as well as on all of the issued and outstanding shares of its Belgian subsidiary ITER s.p.r.l. The anticipated closing date of this private placement is on or around February 15, 2008 and will be subject to approval by the disinterested shareholders of HLT for the grant of security. In addition, the terms of conditions of both private placements are subject to the requirements and approval of the TSX Venture Exchange.

Both private placements are related party transactions within the meaning of Regulation Q-27 respecting Protection of Minority Securityholders in the Course of Certain Transactions of the Autorite des marches financiers and Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Business Combination and Related Party Transactions and the policies of the TSX Venture Exchange. HLT is relying on exemptions from the formal valuation and minority shareholder approval requirements applicable to related-party transactions where neither the fair market value of the subject matter of the transaction of, nor the consideration for, the transaction is greater than 25% of HLT's market capitalization. The board of directors, with the exception of Mr. Portmann who declared his interest and excused himself from the vote, has approved the terms of the two private placements.

The expected aggregate proceeds of $375,000 from the two private placements will be used to fund the operations of HLT, allowing HLT to accelerate the implementation of its business plan.

The securities to be issued pursuant to the two private placements will be subject to resale restrictions under the policies of the TSX Venture Exchange and under applicable securities legislation, including a hold period of at least four months from the date of issuance of such securities (the "Hold Period").

About HLT

HLT is an important provider of renewable energy and renewable energy production equipment harnessing sustainable energy sources. With its equipment; HLT harnesses the full potential of these energy sources hence creating stable energy as well as important and stable revenues.

HLT generates clean and renewable energies from the sun and the wind. HLT has acquired a solar photovoltaic know how, as well as the know how to manage various sources of renewable energies, through its investment in Ekowatt s.a. and its acquisition of the F.I.M.E.S. intellectual property, respectively. The generation of solar thermal energy was until very recently HLT's flagship, but HLT has broadened its activities through its recent investments.

HLT is a leader in the production and sale of sustainable solar thermal energy at lower cost than conventional sources such as electricity and natural gas to residential, commercial, industrial and institutional customers. HLT is now able to completely cover the solar thermal and photovoltaic market, and electronically manage these sources of clean energy plus energy generated by wind mills or hydraulic power plants, for institutional, commercial and residential clients.

FORWARD LOOKING STATEMENTS

This press release contains certain forward looking statements with respect to HLT. Such forward looking statements are dependent upon certain factors and are subject to risks and uncertainties. Actual results may differ from those expected. The information contained in this press release is dated December 7, 2007, the date of its approval by HLT management. HLT management does not assume any obligation to update or revise any forward looking statements, whether as a result of new information or future events, except when required by the regulatory authorities.

The exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information