Outlook Resources Inc.

Outlook Resources Inc.

January 28, 2008 12:36 ET

Outlook to Acquire 75% Ownership of Prairie Bio Energy

TORONTO, ONTARIO--(Marketwire - Jan. 28, 2008) - Outlook Resources Inc. (TSX VENTURE:OLR) is pleased to announce that it has reached an agreement to acquire 75% of the outstanding common shares of Prairie Bio Energy Inc., of La Broquerie, Manitoba.

Prairie Bio Energy has developed a proprietary densification process for the production of Biomass fuel cubes, a renewable fuel alternative to traditional coal, propane and natural gas for heating and power generation.

The transaction agreed to today includes an exchange of Outlook Resources shares for Prairie Bio Energy shares and a combination of cash and notes payable. The transaction is subject to the completion of due diligence, TSX Venture Exchange approval and to Outlook raising a minimum of $2 million dollars.

Prairie Bio Energy was founded in 2004 by Stephane Gauthier and Eugene Gala, P.Eng. The business employed 5 people and culminated in the establishment of a 100 ton per day Biomass fuel cubing line that was operated from Prairie Bio Energy's 20,000 square foot research and development facility located on an 80 acre agricultural property, one hour east of Winnipeg. Patent applications have been filed in Canada and the U.S. for the Prairie Bio Energy densification process.

Stephane Gauthier, President and Eugene Gala, Executive Vice President & COO will continue to lead Prairie Bio Energy as the company moves forward with Outlook Resources on the development of a commercial scale, 400 ton per day biomass cubing production facility. All of the current employees will be retained and the operations will be expanded over the next six months to facilitate additional business currently being finalized. Outlook is currently negotiating a long term lease on suitable premises for the proposed production facility.

Prairie Bio Energy's Biomass fuel cubing process augurs well with Outlook Resources Bio Economy Park strategy and establishes a solid base for the company's renewable energy platform as it moves forward.

Stephane Gauthier commented, "We are extremely pleased to join Outlook Resources and look forward to accelerating our growth as part of the Outlook team. Outlook's management team shares our values and approach to business and we are very confident that this presents an excellent opportunity for everyone involved."

John Bottomley, President and Chief Executive Officer of Outlook commented, "We are most pleased to have reached this agreement with the founders and shareholders of Prairie Bio Energy today. The business is a great fit with Outlook Resources and supports our strategy of renewable energy being the cornerstone of our business model. We are very confident that the combination of Prairie Bio Energy's Biomass fuel cube products along with Outlook Resources Bio-Economy Park platform will drive significant synergies and new business opportunities as we grow together."

What is Biomass?

Biomass energy, or bioenergy, is the ENERGY stored in non-fossil organic materials such as wood, straw, vegetable oils and wastes from the forestry, agricultural and industrial sectors. Like the energy in fossil fuels, bioenergy is derived from SOLAR ENERGY that has been stored in plants through the process of photosynthesis. The principal difference is that fossil fuels require thousands of years to be converted into usable forms, while properly managed biomass energy can be used in an ongoing, renewable fashion. Municipal solid waste and sewage sludge can also be considered as biomass.

After direct solar energy and hydroelectricity, biomass is one of the most important renewable energy forms (wood and dung burning account for about 14% of the world's energy supply) and its use in Canada involves both the oldest and the newest of energy technologies.

In Canada, biomass energy accounts for 540 PJ (petajoules) of energy use. It already provides more of Canada's energy supply than coal (for nonelectrical generation applications) and nuclear power, accounting for 5% of secondary energy use by the residential sector and 17% of energy use in the industrial sector, mainly in the forest industries. Including lumber and pulp and paper, forestry accounts for 35% of Canada's total energy consumption; the forest industries meet more than one-half of this demand themselves with self-generated biomass wastes. The forest industries have been increasing their use of wood wastes that otherwise would be burned, buried or landfilled. Principal uses include firing boilers in pulp and paper mills for process heat and providing energy for lumber drying.

Details of the Transaction

Outlook will acquire 75% of the voting equity of Prairie Bio Energy in consideration for the issuance of 4,067,702 common shares of Outlook priced at $0.06 per share, the payment of $744,000 of debts owed to shareholders of Prairie Bio Energy and the assumption of the liabilities of Prairie Bio Energy. The founding shareholder group, including Stephane Gauthier and Eugene Gala, will retain a 25% interest in Prairie Bio Energy. The share consideration will be subject to a voluntary escrow until December 31, 2008 subject to earlier release upon Prairie Bio Energy meeting certain milestones.

About Outlook Resources Inc.

Demand for affordable, sustainable, renewable energy products produced in an environmentally conscientious manner is growing at an unprecedented rate, driven by public awareness of our needs as a society to reduce our dependence on fossil fuels and the escalating costs, both environmentally and economically, of using those fuels.

With the acquisition of Prairie Bio Energy, Outlook Resources plans to produce a renewable fuel product from biomass more commonly known as Biomass-fuel or Refuse-Derived-Fuel.

Management believes this approach will result in Outlook being particularly well positioned to process a variety of industrial and agricultural processing wastes or by-products in a manner that allows for the production of higher value products to be used as a source of renewable, carbon neutral fuels.

Outlook intends to grow the company through the construction and operation of both RDF/Biomass-fuel densification plants in addition to the development of environmentally conscientious, land based aquaculture facilities built and operated in an environmentally sustainable manner.

To find out more about Outlook Resources (TSX VENTURE:OLR), please visit our website at www.outlookresources.com.

The statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, the demand for Outlook's products, the availability of funding, and the anticipated costs of Outlook's plant construction and operation. These forward-looking statements are made as of the date hereof and Outlook does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the expectations and projections.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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