SOURCE: Octus, Inc.

Octus, Inc.

February 22, 2011 12:13 ET

Octus Announces Definitive Agreements to Acquire Two Energy Companies and Receive Growth Capital

DAVIS, CA--(Marketwire - February 22, 2011) - Octus, Inc. (OTCBB: OCTI), a leading building efficiency company, today announced the signing of a definitive agreement with Alternative Energy Partners, Inc. (OTCBB: AEGY) to acquire one hundred percent of Élan Energy Corp. and Sunarias Corporation in exchange for common shares of Octus. AEGY previously acquired Élan Energy Corp. and its operating subsidiary, R.L.P. Mechanical Contractors, Inc., in a transaction with a stated value of $5 million, and acquired Sunarias in a transaction with a stated value of $2 million.

In addition, Octus signed a definitive agreement with Lin Han Equity Corporation to transfer majority ownership of Octus to Lin Han, in exchange for common stock in privately-held Healthcare of Today, Inc., and working capital to fund Octus's growth strategy.

"The addition of Élan Energy, a proven, profitable and vibrant HVAC and refrigeration efficiency contractor, immediately boosts Octus's financial strength, customer offerings and market reach," said Octus CEO Chris Soderquist. "Market demand for combined energy and water-saving solutions, coupled with utility company rebates and project financing, has increased steadily in the last few months and these transactions will enable Octus to aggressively pursue existing and new business opportunities."

As part of the transaction, the existing business operations of Octus will be transferred to a new, wholly-owned subsidiary operating company, and Octus will become a public holding company for its operating subsidiaries, providing administrative and related services to the entire corporate group.

Both transactions are expected to close by March 15, 2011 pending completion of standard closing activities and due diligence. A summary of the transactions and copies of the definitive agreements are available via a Form 8(k) filed by Octus today.

About Octus, Inc.
Octus, Inc. (OTCBB: OCTI) is a leading building efficiency company headquartered in Davis, California that significantly reduces the utility costs of commercial and institutional buildings through energy-efficient lighting, HVAC and water management systems and products. Octus' project development division, Quantum Energy Solutions, has completed more than 1,500 smart energy projects for 300-plus clients including ARCO, Bank of America, Blockbuster, Chevron, Delta Airlines, Frito Lay, Hewlett-Packard, Home Depot, Ikea, Nabisco, Pepsi, Petco, Safeway, Sears, Siemens, and University of California.

Forward-Looking Statements
This press release contains forward-looking statements, including, without limitation, statements as to financial projections and management's beliefs, expectations, goals and opinions. The company does not undertake to update or revise these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the company may not be those anticipated, and actual results may differ materially from the results anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the company's annual report on Form 10-K for the year ended December 31, 2009, filed by the company with the Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings. In addition, this press release contains a number of forward-looking statements concerning anticipated operations for 2011. The company has only recently become engaged in the smart energy business and does not have a history of operations on which future results can be based.

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