New Global Ventures International Ltd.
TSX VENTURE : NNG

New Global Ventures International Ltd.

May 28, 2009 09:00 ET

New Global Ventures and Comanche Clean Energy Corp. to Enter Into Business Combination

TORONTO, ONTARIO--(Marketwire - May 28, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

NEW GLOBAL VENTURES INTERNATIONAL LTD. ("New Global") (TSX VENTURE:NNG) is pleased to announce that it has entered into a non-binding letter of intent with Comanche Clean Energy Corp. ("Comanche") that sets out the basic terms and conditions pursuant to which it is intended that New Global and Comanche will enter into a definitive agreement to complete a business combination (the "Proposed Transaction"). It is anticipated that the total consideration payable for Comanche shares will be approximately CAD $110 Million. The number of NNG shares issued to Comanche shareholders on Closing will be based on the 20 day volume weighted average trading price of NNG common shares on the TSX Venture Exchange.

Overview of Comanche

Established in the Cayman Islands and Brazil in 2006, Comanche Clean Energy Corp. is a vertically-integrated Brazil-based producer of ethanol and biodiesel. Comanche owns and operates the Santa Anita and Canitar ethanol facilities and the Bahia biodiesel facility, with a combined 270 Million litre annual production capacity. The company's ethanol is produced from sugarcane, which we believe to have the highest energy yield at the lowest worldwide production costs.

Key Highlights



- USD $200 Million of capital raised since 2007

- Best in Class Institutional Shareholder Base: Key Selected Shareholders
include Goldman Sachs, Deutsche Bank, UBS Securities, Gabelli Funds,
Whitebox and MHR Advisors

- Proven Business Model(1): ($USD) 2007 Revenues of $ 7.5 Million
2008 Revenues of $52.0 Million

- Experienced Management Team: Management has combined 35 years of operating
and principal investing experience within the Brazilian fuel / ethanol
industry


"Comanche has a proven business model, and presents an unparalleled opportunity within the long-term sustainable clean energy sector. If you believe in the future of "green" and "renewable" chemicals and advanced biofuels, there is no better place to be in the world than Brazil, as their model is differentiated vs. the US ethanol model, utilizing sugarcane, today's most efficient conversion of sunlight into energy. In the midst of a prolonged global economic downturn, the fundamentals in Brazil remain robust as the consumption of ethanol continues to outpace that of gasoline," said Mark Lawson, CEO of New Global. "Comanche is led by a seasoned, extremely efficient management team that has been operating within the emerging markets for a combined 35 years. Finally we think this will position us for future growth through acquisitions."

The entering into of a definitive agreement for the Proposed Transaction is subject to the completion of due diligence, by each of New Global and Comanche and the approval of the Proposed Transaction by their respective boards of directors. The parties anticipate entering into the definitive agreement not later than July 28, 2009. The Proposed Transaction is also subject to there being no material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of either New Global or Comanche from May 15, 2009 through to the completion of the Proposed Transaction and the approval of the shareholders of both Comanche, and New Global, and regulatory acceptance.

ON BEHALF OF THE BOARD

Mark Lawson, President & CEO

Forward-Looking Statements

Certain information set forth in this press release, including management's assessment of future plans and operations, contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond management's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve or resource estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits will derive from them. New Global disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The securities described in this news release have not been registered under the United States Securities Act of 1933, as amended, (the "1933 Act") or state securities laws. Any holder of these securities, by purchasing such securities, agrees for the benefit of New Global that such securities may not be offered, sold, or otherwise transferred only (A) to the Corporation or its affiliates; (B) outside the United States in accordance with applicable state laws and either (1) Rule 144(as) under the 1933 Act or (2) Rule 144 under the 1933 Act, if applicable.

SOURCE (1) 2007 and 2008 revenues reflect audited financials.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • New Global Ventures International Ltd.
    Mark Lawson
    President & CEO
    416-623-0565
    or
    New Global Ventures International Ltd.
    Tyler Ross
    Corporate Development
    604-893-8838
    or
    New Global Ventures International Ltd.
    Jeremy Ross
    Corporate Development
    604-893-8838
    604-662-3904 (FAX)