SOURCE: Octus, Inc.

Octus, Inc.

June 17, 2010 09:35 ET

Octus Closes Financing Round With Institutional Investor

DAVIS, CA--(Marketwire - June 17, 2010) - Octus, Inc. (OTCBB: OCTI), a leading smart energy efficiency company, today announced it has closed a convertible note financing transaction resulting in proceeds of $500,000, from one institutional investor. Proceeds will be used to fuel the sales and marketing of the three Octus energy efficiency businesses: Smart Energy Commercial Projects, Octus Smart Energy Platform ("SEP"), and Wickool®, in addition to other general corporate purposes. 

"This financing coincides with our acquisition of Quantum and the commercial ramp-up of Wickool®, Octus' proprietary evaporative cooling product," said Chris Soderquist, Octus CEO. "We now have the people and the platform needed to tap the $50 billion market opportunity to create immediate energy savings for commercial, industrial and institutional buildings."

On June 10, 2010, Octus completed the acquisition of substantially all of the assets of Quantum Energy Solutions, Inc., a pioneer in energy efficiency projects and smart energy product commercialization. Quantum's principals have, over the course of their years at Quantum, executed more than 1,500 energy projects totaling more than $100 million in value for clients including ARCO, Bank of America, Blockbuster, Chevron, Delta Airlines, Frito Lay, Hewlett-Packard, Home Depot, Ikea, Nabisco, Pepsi, Petco, Safeway, Sears, Siemens, and University of California.

Under terms of the convertible note financing, interest accrues at a rate of twelve percent (12%) per annum, is payable semi-annually, with the first payment due six months after the date on which the note was issued. The company may elect to make interest payments either in cash or by delivery of shares of common stock. All unpaid principal and interest on the notes are due and payable on June 13, 2011. The note is convertible into common stock at the option of the investor at any time commencing 90 days from issuance at a conversion price equal to the greater of $0.30 per share or 70% of the average closing price of the common stock, for the 10 trading days ending five days before the conversion date. Warrants to purchase 2,500,000 shares of common stock at an exercise price of $0.01 per share were also provided to the investor in the transaction.

About Octus
Octus, Inc. (OTCBB: OCTI) is a smart energy efficiency company that significantly reduces the energy costs of commercial and institutional buildings through energy-efficient lighting, HVAC and energy management systems. Octus monetizes the energy savings it creates through three business units: Smart Energy Technologies, Energy Project Development and the Octus Smart Energy Platform. Octus' energy project development division, Quantum Energy Solutions, has completed more than 1,500 smart energy projects over the past three decades.

Forward-Looking Statements
This press release contains forward-looking statements, including, without limitation, statements as to financial projections and management's beliefs, expectations, goals and opinions. The company does not undertake to update or revise these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the company may not be those anticipated, and actual results may differ materially from the results anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the company's annual report on Form 10-K for the year ended December 31, 2009, filed by the company with the Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings. In addition, this press release contains a number of forward-looking statements concerning anticipated operations for 2010. The company has only recently become engaged in the smart energy business and does not have a history of operations on which future results can be based.

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