SOURCE: ICrystal, Inc.

January 29, 2007 08:28 ET

ICRI Signs Definitive Agreement to Acquire Iowa-Based Ethanol Company

Privately-Held ALL Energy Company to Become Wholly-Owned Subsidiary

JOHNSTON, IA -- (MARKET WIRE) -- January 29, 2007 -- ICrystal, Inc. (PINKSHEETS: ICRI) today announced that it has entered into an agreement to acquire all of the outstanding stock of ALL Energy Company, a Johnston, Iowa-based ethanol company. ICRI's management see no impediment to closing. The acquisition is being made solely for ICRI common stock and is expected to close in the near future.

"This is the first real step in our efforts to bring increased enterprise value to our shareholders through our team's expertise in the ethanol space," said ICRI's President, Dean Sukowatey. "As our progress in developing ALL Energy's business footprint continues, we remain confident that, over time, we will be successful in achieving our business objectives," added Mr. Sukowatey.

About AEC

Visit ALL Energy Company online at:

ALL Energy Company was organized to operate as an ethanol producer, focusing primarily on the production and sale of ethanol and its co-products. To date, ALL Energy Company has made the following important progress towards its objectives: obtained $2 million in private equity funding; acquired an option to purchase the necessary land for ALL Energy Company's proposed ethanol production facility in Manchester, Iowa; signed five-plant engineering and design agreement with Delta-T Corporation (Delta-T is a Virginia-based company with over twenty years of experience in the ethanol industry that management believes possesses superior expertise and superior technologies in the ethanol production space); engaged Natural Resources Group to handle water-related environmental matters relating to the proposed Manchester ethanol production facility; engaged Yaggy-Colby to handle air-related environmental matters relating to the proposed Manchester ethanol production facility; and investigated and become involved in the potential acquisition of one or more existing ethanol production facilities.

The Ethanol Industry

In general, public policy currently is strongly in favor of the development of sources of renewable fuels. In the wake of this strengthening, the ethanol industry has grown significantly over the last few years, expanding production capacity at a compounded annual growth rate of approximately 20% from 2000 to 2006, and is expected to continue to grow as a result of its favorable production economics relative to gasoline, due to ethanol's clean burning characteristics, a shortage of domestic petroleum refining capacity, geopolitical concerns and federally mandated renewable fuel usage, like those proposed by President Bush in his State of the Union Address on January 23, 2007.

According to the Renewable Fuels Association (RFA), domestic ethanol production has increased from 1.3 billion gallons in 1997 to a current production capacity of approximately 5.4 billion gallons. Recently, the RFA estimated ethanol facilities with capacity of an aggregate of an additional 6.1 BGY were proposed or under construction.

Ethanol is a type of alcohol. In the U.S., ethanol is produced principally from corn. Ethanol is primarily used as a blend component in the U.S. gasoline fuel market, which approximated 140 billion gallons for 2005, according to Energy Information Administration (EIA). Refiners and marketers, including some of the major integrated oil companies and a number of independent refiners and distributors, have historically blended ethanol with gasoline to increase octane and reduce tailpipe emissions. Ethanol is also used as the primary blend component for E85, a fuel blend composed of up to 85% ethanol. Although E85 currently represents an insubstantial portion of the U.S. gasoline supply, approximately 6.0 million vehicles on the road in the U.S. today are flexible fuel vehicles. Ethanol blends of up to 10% are approved for use under the warranties of all major motor vehicle manufacturers and are often recommended as a result of ethanol's clean burning characteristics. In addition, all major manufacturers of power equipment, motorcycles, snowmobiles and outboard motors permit the use of ethanol blends in their products. The primary uses of ethanol are, octane enhancer, clean air additive, valuable blend component and E85.

More About ICRI

ALL Energy Company, a Johnston, Iowa-based ethanol company, recently acquired control of ICRI from an existing shareholder and new management was installed. ICRI's new management intends to have ICRI acquire all of the outstanding stock of ALL Energy Company, thus making ALL Energy Company a subsidiary of ICRI. It is the intention of ICRI to complete this acquisition of ALL Energy Company as soon as possible, there being no impediment to doing so. ALL Energy Company was organized to operate as an ethanol producer, focusing primarily on the production and sale of ethanol and its co-products.

Until the change-in-control transaction described above, ICRI operated as a publisher of web pages. In conjunction with this transaction, all of the assets, liabilities and goodwill of ICRI associated with its web-page publishing business were assigned to a wholly-owned subsidiary, Venus Associates, Inc., the name of which will be changed to reflect better the operations of that company (the Subsidiary). Thereafter, the board of directors of ICRI declared a property dividend with respect to all of the stock of the Subsidiary, distributable to shareholders of record on January 19, 2007. The dividend distribution transaction will be made pursuant to an effective registration statement under the Securities Act of 1933, as amended. Following the dividend distribution transaction, the stock of the Subsidiary will not be an asset of ICRI. Prior to completion of the dividend distribution transaction, the business operations of the Subsidiary will continue and the financial operations thereof will be included in the financial statements of ICRI. However, ICRI has no current intention of taking any action with respect to the Subsidiary. Rather, ICRI intends to devote all of its available resources to the pursuit of its ethanol-related business plan.

Forward-Looking Statements

Certain matters discussed in this press release are "forward-looking statements." These forward-looking statements can generally be identified as such because the context of the statement will include words such as "expects," "should," "believes," "anticipates" or words of similar import. Similarly, statements that describe ICRI's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including the ability of ALL Energy Company or ICRI to obtain needed financing, as well as the financial performance of ICRI, which could cause actual results to differ materially from those anticipated. Although ICRI believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it cannot give any assurance that such expectations will be fulfilled. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating any forward-looking statements. Certain factors could cause results and conditions to differ materially from those projected in these forward-looking statements. These factors are not exhaustive. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. These forward-looking statements are only made as of the date of this press release, and ICRI does not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Contact Information

  • Contact:
    ICrystal, Inc.
    Dean Sukowatey