SOURCE: Alcar Chemicals Group

February 22, 2007 10:30 ET

Alcar Chemicals Group Inc. Announces Details of Acquisition Offer by the South East Asia Consortium, Named Siam Renewable Energy Group Ltd.

MONTREAL -- (MARKET WIRE) -- February 22, 2007 -- Alcar Chemicals Group Inc. (PINKSHEETS: ACMG) announces today the details contained in the Letter of Intent for the acquisition of a controlling interest by Siam Renewable Energy Group Ltd, signed in Thailand by the companies on February 16, 2007.

According to the company, the LOI contains the finalized terms and conditions for the gradual acquisition of 55% of the company by Siam Renewable Energy Group Ltd. in exchange for the investment required to build the company's initial polyol plant in Canada to fulfill its existing $160 million contractual commitments and to implement a minimum of four full scale ethanol plants with a projected capacity of 1M gal per day each.

The LOI includes milestones involving the investment, disbursements of funds, construction of the plants as well as provisions for the return to Dr Cavasin of his shares now held in escrow and the coinciding issuance of restricted shares to Siam Renewable Energy Group Ltd.

The company stated that the agreement specifies an initial investment by Siam Renewable Energy Group Ltd of $7.2 million dollars to complete the company's Canadian plant and scale up engineering.

The initial investment will be made in the form of a convertible loan, which can be converted at a price of $1.00 per share for a total of 7.2 million shares carrying a two year restriction. Under the convertible loan, no payment on principal and or interest will be required for a period of 24 months and the loan will automatically convert upon the completion of the Canadian plant and scale up engineering.

In addition, Siam Renewable Energy Group Ltd. is granted 7.2 million purchase warrants on each of the four following years for which the exercise prices are shown in the table below. Siam Renewable Energy Group Ltd will receive Dr Cavasin's 68 million shares now placed in escrow as security to the convertible loan and said shares will be returned to him over the next four year period as milestones towards the implementation of the four ethanol plants are met.

The total investment planned as per the letter of intent is $282 million, which includes the financing of the first of four ethanol plants to be constructed by Alcar.

The issuance of a proportional amount of restricted shares to Siam Renewable Energy Group Ltd will reflect the final structure under which Siam Renewable Energy Group Ltd will own 55% of the company's outstanding shares, which will coincide with each milestone related to the release of Dr Cavasin's shares.

The following table demonstrates how the overall value of $2.05 per share is calculated with the structure agreed upon under this agreement.

                                      Present  2008    2009    2010    2011
PPS paid (investment + warrants)         $1    $1.5    $3.5     $5     $10
Total Net Projected Investment                     $282M
Total amount of shares acquired                 36M shares
Total amount of shares to be issued           101.5M shares
Final share count held by investor            137.5M shares
Overall consideration paid per share              $2.05
Supporting calculus                          282/137.5=2.05

Table: Projected investment structure and value.

The company anticipates the initial trench of investment funds will shortly be placed in escrow and that a definite agreement reflecting the terms and conditions outlined in the LOI will be signed within the next few weeks.

About Siam Renewable Energy Group Ltd.

The Siam Renewable Energy Group Ltd. is a privately owned corporation formed by an environmentally conscious consortium of technology funds, private investors and venture capitalists to implement renewable solutions across South East Asia by filling the constantly increasing demand for energy with environmentally sound technologies such as the one offered by Alcar.

About The Alcar Group

The Alcar Chemicals Group (PINKSHEETS: ACMG) represents a significant market opportunity due to a serious worldwide supply shortage of raw materials for polymers as well as an increased requirement for ethanol and biodiesel. ACMG has been concentrating on innovative methods for biomass (forestry waste, agricultural waste and non-food crop) valorization for the past decade, specifically petroleum-independent fuel and plastics resin production. Its proprietary technology represents today's most economical and advanced manufacturing process for plastic raw materials, ethanol and bio-diesel, allowing production at cost savings of up to 40% when compared to current production methods.

Important Information About Forward-Looking Statements

All statements in this news release that are other than statements of historical facts are forward-looking statements, which contain our current expectations about our future results. Forward-looking statements involve numerous risks and uncertainties. We have attempted to identify any forward-looking statements by using words such as "anticipates," "believes," "could," "expects," "intends," "may," "should" and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.

A number of factors may affect our future results and may cause those results to differ materially from those indicated in any forward-looking statements made by us or on our behalf. Such factors include our limited operating history; our need for significant capital to finance internal growth as well as strategic acquisitions; our ability to attract and retain key employees and strategic partners; our ability to achieve and maintain profitability; fluctuations in the trading price and volume of our stock; competition from other providers of similar products and services; and other unanticipated future events and conditions.

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