MP Western Properties Inc.

April 03, 2006 19:48 ET

MP Western Properties Inc. Announces Completion of Reorganization

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 3, 2006) - MP Western Properties Inc. ("MP Western") (NEX BOARD:MPW.H) announces that MP Western (formerly Fuel Cell Technologies Corporation) has completed a Plan of Arrangement with Madison Pacific Properties Inc. ("Madison"), Fuel Cell Technologies Ltd. and FCT Opco ("Opco") effective April 1, 2006.

MP Western changed its name from Fuel Cell Technologies Corporation to MP Western Properties Inc. Opco has changed its name to Fuel Cell Technologies Ltd. ("FCTL") and will carry on the solid oxide fuel cell ("SOFC") business, and will be a reporting issuer under applicable securities legislation in Ontario.

The Arrangement was completed through a series of steps whereby, after a consolidation of MP Western's Common Shares on a 10 to 1 basis, shareholders received, in exchange for each Common Share held by them, one (1) class A non-voting, participating share (a "Class A Share") and one (1) class B voting common share (a "Class B Share") of MP Western, together with one (1) Common Share of FCTL (an "FCTL Common Share"). Each optionholder has received options for the number of FCTL Common Shares equal to the number of FCTL Common Shares the Optionholder would have received upon the completion of the Arrangement if they had exercised all of their Options before the completion of the Arrangement. Under the Arrangement, all of FCTL's assets and liabilities were transferred to Opco, who will carry on the SOFC business formerly carried on by MP Western and FCTL, and Madison acquired 3,200,000 Class B Shares and 72,602,667 Class A Shares of MP Western for $1.55 million. MP Western and Madison have no interest in Opco or the SOFC business.

In addition, MP Western also announces that it has completed the acquisition of interests in 17 income producing industrial and commercial properties located primarily in the Greater Vancouver area of British Columbia, with two properties located in Whistler, British Columbia. The properties have a net asset value of $72,601,218 and, in consideration therefor, MP Western issued 3,550,876,357 Class A Shares to Madison at a deemed price of $0.020446 per share.

The transactions were completed on April 1, 2006 following fulfillment of the conditions of closing. MP Western will operate with a fiscal year ending in December 31 and will file interim financial statements for the first, second and third quarters of 2006, and annual financial statements for the year ending December 31, 2006. FCTL's first financial year end subsequent to the transaction will be December 31, 2006 and FCTL will file interim financial statements for the second, third and fourth quarters of 2006, and annual financial statements for the year ending December 31, 2006.

As a result of the Arrangement, the Class B Shares of MP Western have been moved to the NEX board of the TSX Venture Exchange as a substitional listing for the former common shares of Fuel Cell Technologies Corporation. Trading in the Class B Shares will remain halted until MP Western provides required documentation demonstrating that it meets listing standards.

As a result of the Arrangement and the subsequent vend-in of assets, Madison owns 3,200,000 Class B Shares, representing approximately 39.54% of the outstanding Class B Shares and 3,623,479,024 Class A Shares, representing approximately 99.87% of the Class A Shares.

It is anticipated that letter of transmittal will be forwarded to former Fuel Cell Technologies Corporation shareholders shortly in order to enable them to exchange their Fuel Cell Technologies Corporation share certificate for the MP Western and Opco shares they are entitled to receive.

The TSX Venture Exchange has in no way passed upon the merits of the arrangement or related transactions, and has neither approved nor disapproved the contents of this press release.

Contact Information

  • MP Western Properties Inc.
    Mr. Alan Firth
    President & CEO
    (604) 732-6540
    MP Western Properties Inc.
    Mr. Thor Olsen
    Investor Information
    (604) 732-6540
    (604) 732-6550 (FAX)