Berkeley Capital Corp. II
TSX VENTURE : BIZ.P

October 14, 2008 16:30 ET

Berkeley Capital Corp. II: Update on Proposed Qualifying Transaction With EnWise Holdings Inc.

TORONTO, ONTARIO--(Marketwire - Oct. 14, 2008) - Berkeley Capital Corp. II ("Berkeley"), a capital pool company listed on the TSX Venture Exchange Inc. ("TSX Venture Exchange") (TSX VENTURE:BIZ.P), announces that it continues to work on the transaction with EnWise Holdings Inc. ("EnWise") for its Qualifying Transaction. Berkeley and EnWise entered into a letter agreement on July 18, 2008 that was announced on July 24, 2008.

EnWise has been working on strategic initiatives and operational improvements in its business and continues to work to complete audited financial statements in connection with the proposed Qualifying Transaction.

Conditions to Completion of Qualifying Transaction

Completion of the proposed Qualifying Transaction is subject to a number of conditions, including, but not limited to, completion of satisfactory legal, accounting and financial due diligence by both Berkeley and EnWise, and completion of formal agreements, including an amalgamation agreement among Berkeley and EnWise and certain of EnWise's security holders, the closing of a concurrent offering by EnWise in the minimum amount of $1 million and the maximum amount of $10 million, acceptance by the TSX Venture Exchange, satisfaction of the minimum listing requirements of the TSX Venture Exchange for a Tier 2 issuer, other regulatory approvals and third party consents, and shareholder approval of EnWise and Berkeley. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Qualifying Transaction and any offering document prepared in respect of the concurrent offering, any information released or received with respect to the Qualifying 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.

Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking statements (including, without limitation, information regarding the proposed Qualifying Transaction) that involve risks and uncertainties that could cause the results of Berkeley to differ materially from management's current expectations. Actual results may differ materially due to a number of factors including, among others: the parties may not enter into formal agreements; and the Qualifying Transaction may not close. The matters discussed in this news release also involve risks and uncertainties described in Berkeley's documents filed from time to time with the Canadian securities regulatory authorities. Berkeley assumes no obligation to update the forward-looking information contained in this new release.

EnWise is a trademark of EnWise Power Solutions Inc. Other names mentioned herein are the property of their respective owners.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy for this release.

Contact Information

  • Berkeley Capital Corp. II
    Anthony Lacavera
    Chief Executive Officer
    1-877-445-8606
    or
    EnWise Holdings Inc.
    Peter Hwang
    Chief Executive Officer
    (416) 444-9700 x315