Bricol Capital Corp.

October 15, 2010 16:34 ET

Bricol Capital Corp. Announces Agreement Signed With QSolar Ltd.

THORNHILL, ONTARIO--(Marketwire - Oct. 15, 2010) - Bricol Capital Corp. ("Bricol" or the "Corporation") is pleased to announce that it has entered into a letter agreement dated effective October 12, 2010, with QSolar Ltd. ("QSolar") for the acquisition of 100% of the issued and outstanding shares of QSolar (the "QSolar Transaction"). QSolar is a private corporation, incorporated pursuant to the laws of the United Kingdom, which holds intellectual property rights and the business operations associated with its Spraytech79 solar panel manufacturing process. The principal shareholders of QSolar are Andreas Tapakoudes, Michael Tapakoudes, and Gregory Nepse. Mr. Andreas Tapakoudes, and Mr. Michael Tapakoudes are both resident in England, and Mr. Gregory Nepse is resident in France.

The purchase price of $1,086,000 for all of the shares of QSolar to be issued and outstanding on closing shall be satisfied through the issuance by Bricol of 21,720,000 post-consolidated common shares at a deemed price of $0.05 per common share. As part of the transaction, Bricol will be asking shareholders to approve a consolidation of the existing common shares on the basis of one "new" common share for each two "old" common shares which are currently issued and outstanding. Bricol has 5,000,000 common shares currently issued and outstanding. Pursuant to the terms of an Escrow Agreement for a Junior Capital Pool Issuer among the Corporation, CIBC Mellon Trust Company and certain seed shareholders of Bricol (the "Bricol Seed Shareholders") dated February 15, 2000 (the "Escrow Agreement") the Corporation is required to cancel any securities not released from the escrow provisions before the expiration of ten years from the date of the Escrow Agreement. Bricol will be taking the necessary steps to cancel the 2,000,000 common shares still held under the Escrow Agreement as soon as possible. Following such cancellation, the Corporation intends to issue 2,000,000 common shares to the Bricol Seed Shareholders as replacement shares in exchange for those common shares cancelled pursuant to the terms of the Escrow Agreement.

A special meeting of the shareholders of Bricol (the "Meeting") will be held to consider and approve certain aspects related to the QSolar Transaction in accordance with the requirements of the Business Corporations Act (Alberta), including the appointment of the new board of the resulting issuer, the consolidation of the common shares and the change of name, all of which will be subject to completion of the QSolar Transaction. Shareholders will be asked to approve a change of the name of the Corporation to QSolar Limited, or such other similar name as is acceptable to regulatory authorities. It is expected that the resulting issuer, on completion of the QSolar Transaction, will issue stock options to acquire up to 10% of the number of common shares issued and outstanding after completion of the QSolar Transaction.

Bricol's common shares were initially listed and posted for trading on the Canadian Venture Exchange (now the TSX Venture Exchange) on May 4, 2000. On November 10, 2003, the common shares were delisted from the TSX Venture Exchange for failure of the Corporation to complete a Qualifying Transaction within 18 months of listing. To date, Bricol has had no material operations of any kind and is a reporting issuer in good standing in the Provinces of British Columbia and Alberta.

All information contained in this news release with respect to QSolar was supplied by QSolar and, with respect to the veracity and accuracy of such information, Bricol and its board of directors and officers have relied solely on QSolar.

QSolar Ltd.

QSolar is a privately owned company incorporated in the United Kingdom which holds intellectual property rights and the business operation associated with its Spraytech79 solar panel manufacturing process. The Spraytech79 process is a spray application process for the manufacture of photovoltaic solar panels that is an alternative to the conventional lamination process. It is anticipated that the Spraytech79 process could produce up to a 15% net cost saving for a large volume panel manufacturer.

There are currently 7,018,696 ordinary shares issued and outstanding in QSolar. Mr. Andreas Tapakoudes holds 3,000,100 shares, Mr. Michael Tapakoudes holds 2,000,000 shares, Mr. Gregory Nepse holds 1,743,596 shares, Mr. Efrain Hinojosa holds 150,000 shares and Mr. Jack Mitchell holds 125,000 shares. Mr. Andreas Tapakoudes, Mr. Gregory Nepse and Mr. Walter Balmford will each be directors of the resulting issuer.

The following is a summary of QSolar's audited financial information for the year ended December 31, 2009:

total assets $579,437
total liabilities $375,494
gross revenue $43,376
net income/(loss) $(51,060)

The dollar figures expressed are converted on the basis of 1Pounds Sterling =C$1.70 as at December 31, 2009. Upon completion of the QSolar Acquisition, QSolar will be a wholly owned subsidiary of the resulting issuer.

Background to Spraytech79 Manufacturing Process

Current manufacturing methods for photovoltaic ("PV") solar panels rely in the lamination of solar cells between two layers of ethyl vinyl acetate ("EVA") a plastic durable film for environmental protection. This is a time consuming process and requires an expensive and high power consuming laminator. After the study of the available PV solar panel production methods, and the identification of the process that could improve the EVA lamination process, research was performed on liquid chemical compounds which could form the components of a liquid spray to be used as a PV cell encapsulant. The requirements for the liquids to be chosen as components of the mixture were that each one should exhibit the properties of a solvent, be transparent and exhibit plastic properties after it dried. A further requirement was that when after spraying the liquid mixture solidified, it should form a membrane which should have excellent weather resistance and in particular excellent resistance to the effects of ultraviolet ("UV") radiation over at least 20 years. The light transmission properties of the resulting membrane were also of paramount importance. With the above criteria in mind quantities of a selection of liquid compounds were purchased. Eventually 79 combinations of these liquids were tested (hence the name Spraytech79) before a choice for the mixture was made and detailed testing of the resulting membrane could begin. The spraying compound itself consists of eight components in specific portions including UV inhibitors and is a low viscosity liquid that can be applied by spraying and creates an identical film to the EVA for solar cell encapsulation.

The Private Placement

Concurrently with, and as a condition of the QSolar Acquisition, Bricol will complete a private placement for gross proceeds of a minimum of $50,000. The net proceeds of the private placement will be used for general working capital. Bricol will issue up to 1,000,000 post-consolidated common shares of QSolar at a deemed price of $0.05 per share.

Directors, Insiders, and Management of the Resulting Issuer

As of today's date, the following persons have been identified as proposed directors and officers of the resulting issuer:

ANDREAS TAPAKOUDES – President and Chief Executive Officer. Andreas Tapakoudes holds two degrees from London University in electronic engineering. He has extensive experience in research and development and has been involved with the solar energy field since 1998. Mr. Tapakoudes has also been involved in project management, manufacturing and company development. Mr. Tapakoudes has filed five patent applications on behalf of QSolar.

GREGORY NEPSE – Chief Operating Officer. Gregory Nepse holds a degree from Florida State University in marketing and has extensive experience in international sales. Mr. Nepse has been marketing director for several large corporations and is currently responsible for QSolar's world wide sales operations.

WALTER BALMFORD – Non Executive Director. Walter Balmford holds a degree in engineering from Birmingham University in the UK and has extensive experience in management, company development, accounting and consultancy.

It is expected that an additional one or more directors will be appointed prior to, or in conjunction with, the closing of the QSolar Transaction.

Completion of the QSolar Transaction is subject to a number of conditions. There can be no assurance that the QSolar Transaction will be completed as proposed or at all. No regulatory authority has in any way passed upon the merits of the proposed transaction and nor have they approved nor disapproved the contents of this news release.

Contact Information

  • Bricol Capital Corp.
    Rhonda Roth
    President
    905-709-4493
    905-709-8869 (FAX)
    or
    Bricol Capital Corp.
    504 Highcliffe Drive
    Thornhill, ON L4J 8L3