SOURCE: Alcar Chemicals Grp

March 19, 2007 10:12 ET

Alcar Chemicals Group and Siam Renewable Energy Group Announce Signing of Definitive Acquisition Agreement

MONTREAL -- (MARKET WIRE) -- March 19, 2007 -- Alcar Chemicals Group Inc. (PINKSHEETS: ACMG) announced today that Siam Renewable Energy Group Ltd has approved and signed the definitive agreement to acquire the controlling interests of ACMG.

According to the company, the definitive agreement was finalized and signed today in Singapore, whereby the Siam Renewable Energy Group Ltd. acquires 55% of the company for a total investment of $282M, a value of over $2 per share.

According to the company, the agreement specifies the following:

--  Siam Renewable Energy Group Ltd. will inject a total amount of USD
    $282 million dollars for a total of 137.5 million restricted shares.  The
    first amount of 7.2 million dollars, subscribed as a convertible loan at $1
    per share, will go towards the building and start-up of the first plant in
    Canada, to insure ACMG will be able to meet its contractual obligations, as
    well as the scale up engineering. The loan bares no interests and no
    repayment modalities for twenty-four months but will be automatically
    converted into 7.2 million shares baring a two-year restriction upon
    completion of the Canadian plant, expected for end of August 2007.
    
--  Warrants are expected to be executed for each of the following four
    years, in April 2008 7.2 million restricted shares at $1.50 per share, in
    March 2009 7.2 million restricted shares at $3.50 per share, in February
    2010 7.2 million restricted shares at $5 per share and in January 2011 7.2
    million restricted shares at $10 per share, these amounts corresponding to
    the cash input scheduled within the business plan for the projected
    expansion of ACMG's ethanol production in South East Asia.
    
--  In addition, Siam Renewable Energy Group will complete the forecasted
    financing of the ethanol facilities for a predetermined fixed amount of
    shares.  The agreement defines that in March 2008 Siam Renewable Energy
    Group will return 17 million shares to Dr Cavasin from his shares held as
    security and will invest USD $65 million dollars to receive 30 million
    shares baring a two year restriction.  In February 2009, Siam Renewable
    Energy Group will return an additional 17 million shares to Dr Cavasin,
    always from his shares held as security and invest USD $39 million dollars
    to receive 25 million shares baring a two year restriction.  In January
    2010, Siam Renewable Energy Group will return an additional 17 million
    shares to Dr Cavasin and invest USD $27 million dollars to receive 25
    million shares baring a two year restriction.  Upon completion of the third
    plant and beginning of construction of the fourth ethanol facility,
    foreseen for December 2010, Siam Renewable Energy Group will return 11.5
    million shares to Dr. Cavasin from the remaining shares held as security
    and the balance of 5.5 million shares will be transferred to Siam Renewable
    Energy Group which will receive an additional 16 million shares baring a
    two year restriction issued to them at that time.
    
--  With the singing of the agreement Dr. Cavasin's resignation as CEO of
    ACMG and his new position at Siam Renewable Energy Group as COO and
    Director of Operations becomes effective. The transition is expected no
    later than by March 27th 2007.  ACMG will be restructured according to a
    most recent plan now being finalized and which will be announced shortly.
    
--  Following the four year expansion plan proposed by Siam Renewable
    Energy Group, ACMG will be operating five plants in Canada and South East
    Asia for which present management and shareholders in the float will hold
    45% and Siam Renewable Energy Group will hold 55%.
    
--  A final clause added and approved by the two Boards of Directors
    specifies that Siam Renewable Energy Group will acquire up to 30 million
    shares in the open market to a maximum of $1.00 per share and said "buy
    back" is to begin immediately.
    
--  The definitive agreement is schedule to close on or before May 7,
    2007.
    
Siam Renewable Energy Group Ltd is an International Business Corporation formed by Private Investors who started different technology funds and venture capital groups active in the energy sector since the early nineties. The successful group will make the information for fund transfers available to ACMG shareholders through their lawyers. All relevant information will be available online at http://www.alcarchemicalsgroup.com/press-room.asp?sec=press_ shortly.

About Alcar Chemicals Group Inc.

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 todays 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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