Freeport Capital Inc.

August 17, 2007 17:17 ET

Freeport Capital Inc. Announces Execution of a Letter of Intent With Finavera Gas Ltd.

CALGARY, ALBERTA--(Marketwire - Aug. 17, 2007) -


Freeport Capital Inc. ("Freeport") (TSX VENTURE:F.P), a capital pool company listed on the TSX Venture Exchange, is pleased to announce that it has entered into a definitive letter of intent and agreement in principle (the "Agreement") dated effective August 9, 2007, in respect of an arm's length qualifying transaction with an Irish based private natural gas exploration company, Finavera Gas Limited ("Finavera Gas"). Pursuant to the terms of the Agreement and subject to certain conditions, Freeport intends to acquire all of the issued and outstanding securities of Finavera Gas by way of an exempt takeover bid (the "Bid") (the "Qualifying Transaction").

Subject to the terms and conditions of the Agreement, Freeport will purchase all of the issued and outstanding Finavera Gas common shares ("Finavera Gas Shares"), Finavera Gas common share purchase options ("Finavera Gas Options") and Finavera Gas common share purchase warrants ("Finavera Gas Warrants") on the basis of 5.1779 Freeport common shares ("Freeport Shares") for each Finavera Gas Share. Each Finavera Gas Option or Finavera Gas Warrant will be converted to an equivalent security of Freeport having regard to the share exchange ratio. Freeport currently has 2,200,000 Freeport Shares issued and outstanding, and intends to issue a finder's fee of an additional 225,000 Freeport Shares to a third party upon closing of the Qualifying Transaction. Finavera currently has 14,657,688 Finavera Gas Shares outstanding which will be paid for by the issuance of 75,896,043 Freeport Shares at a deemed price of $0.42 per share. Upon completion of the Qualifying Transaction (and assuming completion of the financings set forth below for an additional 24,285,714 Freeport Shares and 2,183,908 Finavera Gas Shares) the resulting issuer will have approximately 113,914,814 common shares issued and outstanding on a non-diluted basis.

Freeport is a capital pool company and intends for the Bid to be its Qualifying Transaction for purposes of the policies of the TSX Venture Exchange. Upon the successful completion of the Qualifying Transaction, Freeport will be a junior natural resource issuer.

Finavera Gas is a private natural gas exploration company that was incorporated in the Republic of Ireland on September 9, 2003. Finavera Gas has been in business for four years, with its principal assets being three unproven onshore acreage interests in Ireland. Finavera holds a 100 percent interest in the three licences, being approximately 390,000 acres located onshore in the Lough Allen Basin in the Republic of Ireland and Northern Ireland. Finavera UK Ltd., a UK registered company, is a subsidiary of Finavera Gas. Finavera UK Ltd holds one exploration licence offshore UK in the Southern North Sea. Finavera UK Ltd. holds a 100 percent interest in this exploration. As at August 16, 2007, the principal shareholders of Finavera Gas, and the only shareholders holding more than 10% of the issued and outstanding Finavera Gas Shares, are Mr. Jason Bak, Chief Executive Officer (16.7%), Hein Poulus (14.3%), a European institutional investor (15.4%), Longview Strategies Incorporated, a TSX Venture Exchange listed issuer (10.7%), and a former director of Finavera Gas (10.5%) for approximately 67.6% of the issued and outstanding Finavera Gas Shares. 40 Finavera Gas shareholders hold the remaining 33.4% of the Finavera Gas Shares. None of the directors or officers of Freeport own any Finavera Gas Shares, Finavera Gas Options or Finavera Gas Warrants.

Ryder Scott Company has been retained to prepare a National Instrument 51-101 compliant technical report on Finavera Gas' properties and proposed work program in accordance with the requirements of the TSX Venture Exchange. In its evaluation, Ryder Scott concluded that the proposed exploration program was a reasonable and prudent approach to the exploration and possible development of the area. At present, Finavera Gas has no producing natural gas properties.

Below is an unaudited and unreviewed presentation of Finavera Gas' balance sheet as at June 30, 2007, and December 31, 2006. These figures have been prepared by management of Finavera Gas under Irish GAAP. The corresponding December 31, 2005 audited figures are also presented.

June 30, 2007 December 31, 2006 December 31, 2005
--------------- ------------------ ------------------
Total Assets EUR 2,369,428 EUR 2,758,971 EUR 2,411,106
Total Liabilities EUR 508,510 EUR 969,870 EUR 330,238
Working Capital EUR 28,066 EUR (607,537) EUR 336,037
Shareholder Equity EUR 1,860,918 EUR 1,789,101 EUR 2,080,868
Administrative Expenses EUR 102,565 EUR 834,573 EUR 510,399

The figures for June 30, 2007 and December 31, 2006 are subject to change in connection with the application of FRS 20 (IFRS 2) Share-Based Payments. Working capital is defined as the difference between current assets and current liabilities. The exchange rate contemplated by the letter of intent for the purposes of the Qualifying Transaction is EUR 1.00 = $1.4498 CDN, based on the Bank of Canada noon buying rate as at August 8, 2007.

Prior to or contemporaneous with the closing of the Qualifying Transaction, Finavera Gas intends to complete a non-brokered private placement financing of approximately 2,183,908 Finavera Gas Shares for gross proceeds of $3,800,000 CDN, subject to fees or expenses related to such offering. These Finavera Gas Shares will also be exchanged for Freeport Shares in connection with the Qualifying Transaction.

In addition, contemporaneous with the Qualifying Transaction, Freeport intends to complete a brokered financing of gross proceeds up to $10,200,000 CDN at a price of C$0.42 per share, or approximately 24,285,714 Freeport Shares, subject to fees and expenses related to such offering.

The closing of the proposed Qualifying Transaction is subject to a number of conditions including: (i) obtaining all necessary regulatory approvals including the approval of the TSX Venture Exchange (including the qualification of the transactions above as Freeport's Qualifying Transaction); and (ii) other conditions typical of a transaction of this nature.

Board of Directors and Management

Upon completion of the Qualifying Transaction, the directors and senior officers of the resulting issuer are expected to include:

Jason Bak

Mr. Jason Bak, Chief Executive Officer, a director and founder of Finavera Gas, has a successful track record of developing natural resource companies over the past decade. His experience includes capital raising, corporate finance and M&A execution as well as strategic development of high growth opportunities for private and public companies. He is also the CEO and founder of Finavera Renewables, listed on the TSX Venture Exchange and has grown that company from conception to an owner of a number of sizable renewable energy assets, with projected near term revenues. Early in his career, Jason managed exploration programmes for companies such as BHP (now BHP-Billiton), Kennecott Canada Exploration Inc., (a division of Rio Tinto plc) as well as a series of junior explorers. He holds an Applied Physics degree from Simon Fraser University, BC, Canada.

Hein Poulus

Hein heads the litigation group in the Vancouver office of the Stikeman Elliott law firm. He also serves on the boards of a number of publically quoted companies. Hein's background includes senior management positions with Kaiser Resources (1979 - 1980), a publicly traded producer of metallurgical and thermal coal and oil and gas, and with private Kaiser companies (1980 - 1984) whose activities included coal trading, oil and gas, real estate, and professional football. He then served as a senior officer of Southeastern Capital Corporation, a Denver-based leveraged buyout group (1984 - 1990) with interests in broadcasting, petroleum product distribution, and environmental laboratories. In the early 1990s he returned to Vancouver where he built the litigation practice of Stikeman Elliott in Vancouver.

Hein was born in Djakarta, Indonesia and schooled there and in the Netherlands. He holds undergraduate and law degrees from the University of British Columbia and an LL.M. from the London School of Economics. He was appointed Queen's Counsel in 2001.

Jon Lever

Mr. Jon Lever has been a Certified Management Accountant since 1991, and has extensive experience in senior financial roles with private and public companies in Canada. Jon has more than 20 years experience, after beginning his career with the chartered accountant firm of Touche & Ross Co. Jon has been involved with several resource companies, including roles as CFO of Tournigan Gold Corp. and Wealth Minerals Ltd. He is also the current CFO and director of Sunorca Development Corp, and Finavera Renewables Inc. a TSX Venture Exchange listed company.

Alan Campbell

A business graduate, Alan Campbell is Senior Vice President, Corporate Development, of Finavera Gas having more than twelve years experience in banking, investment relations, media, political and public relations. Alan worked in Global Securities in Deutsche Bank in New York before returning to Ireland and becoming a print journalist. He then became a national television news correspondent with TV3 before being appointed the broadcaster's western correspondent in 2001. This role allowed him to build excellent working relationships in Finavera Gas' licensed area. He has extensive experience in investment, political, public and media relations. Alan attained an MA in Project Finance and Venture Management at the National University of Ireland, Maynooth, in 2007.

Bradley M. Romoff

Mr. Romoff, age 48, is the President, Chief Executive Officer, Chief Financial Officer and a Director of Freeport. From February 2003 to June 2004, Mr. Romoff was the President and Director of Dupont Capital Inc., a capital pool company listed on TSX Venture that completed its Qualifying Transaction and changed its name to Advitech Inc. Mr. Romoff has been the President of Showtime Concepts Corp., a private company providing financial and management consulting services to high growth companies in Canada and the United States, since June 1994. He holds a Bachelor of Arts degree from Vassar College in Poughkeepsie, New York, and a Masters degree in Business Administration from McGill University.

Ralph Sahrmann

Ralph`s experience includes his role as Senior Legal Counsel for the British Columbia Securities Commission. He is a seasoned law firm partner, trial attorney and General Counsel with expertise in corporate and commercial matters, including mergers and acquisitions.

Fiona Mahon

Fiona was appointed Company Secretary of Finavera Gas in March 2006. She has over a decade experience as a chartered secretary and has experience in both professional services and industry. She has worked with KPMG, Clondalkin Group plc, Ernst & Young and Mazars. She has been a member of the Company Law Review Group, a statutory advisory expert body charged with advising the Minister for Enterprise, Trade & Employment on the review and development of company law in Ireland. Fiona was the president of the Institute of Chartered Secretaries and Administrators in 2003/2004. She has regularly written and presented papers on Corporate Governance, Director's Duties and Irish Company Law. Fiona is also a member of the Institute of Directors in Ireland. She is also the current Corporate Secretary of Finavera Renewables Inc. a TSX Venture Exchange listed company.

The boards of directors of Freeport and Finavera Gas have unanimously approved the Agreement. Finavera Gas has agreed that it will not solicit or initiate any discussions concerning the sale of material assets or any other business combination for a certain period.

The Freeport Shares are currently halted at the Company's request and will remain so until receipt by the TSX Venture Exchange of all requisite documentation in connection with this proposed Qualifying Transaction. Sponsorship of a qualifying transaction of a capital pool company is required by the TSX Venture Exchange unless exempt in accordance with TSX Venture Exchange policies. As this proposed Qualifying Transaction concerns the acquisition of natural gas interests located outside of Canada and the United States, Freeport anticipates that sponsorship of this Qualifying Transaction will be required by the TSX Venture Exchange.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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