The Transaction may constitute a Change of Business, as defined in the Policies of the TSXV. In addition, as the proposed Transaction is not at arm's length (Mr. Bruce Keith is the CEO of both Terreno and DRI) it may require disinterested shareholder approval.
Further disclosure concerning the Transaction will be provided to shareholders in an Information Circular or in a Filing Statement which may be required by the TSXV and if a Filing Statement is required, it will be prepared and filed in accordance with Policy 5.2 of the TSXV on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Transaction. A press release will be issued once the Filing Statement has been filed, if and as required pursuant to TSXV policies. Financial information concerning DRI will be made available in a subsequent news release.
About Dominican Renewables
DRI is a private company headquartered in Santo Domingo, Dominican Republic, where, since its Dominican Republic incorporation in 2008, it has been developing a fully integrated biofuel operation. DRI has secured agreements for over 12,000 hectares of farmable land and has made material progress with several off-take arrangements and refinery equipment suppliers to enable it to supply renewable fuels to both large commercial and local enterprises. DRI anticipates initial production in early 2014 with a phased ramp-up to full production planned for 2015, which, pending additional funding, can generate up to 10 million gallons of biodiesel per annum initially, and with an additional 18,000 hectares in the process of being secured, the total capacity is expected to reach over 20 million gallons per year.
DRI's objective is to be a socially responsible producer of biofuels, and the primary alternative for a clean fuel source in the Dominican Republic.
DRI is expected to control its feedstock supply through a well-established out-grower model with local farmers and own and operate its own processing and refining equipment. The Dominican Republic has no local fuel sources and currently imports almost 400 million gallons of diesel per year. With a growing population and industry and several very large industrial consumers coming on line, demand is expected to continue to grow.
To date, approximately $4.2 million has been invested into the DRI.
The shares of DRI are held by Mr. Bruce Keith (40%), Mr. David Luther (12%), and the Dominican Institute for Integral Development ("IDDI") (28%) with small interests held by private investors.
Board of Directors
The Company's current board and management will remain upon completion of the Transaction with the exception of Sheldon Inwentash, Hein Poulus and Philip Williams, who will all resign on completion of the Transaction. In addition, the Company intends on making the following additions to the Board of Directors:
Mr. David Luther, Founder and Director of IDDI
Mr. Luther is presently domiciled in the Dominican Republic where he has worked closely with DRI in building its strategic land position and business model. He, together with IDDI, owns approximately 40% of DRI. IDDI is a major development organization in the Dominican Republic involved all sectors of development. IDDI has a reputation for working closely with the private sector implementing the largest collaborative projects in corporate social investment in Dominican history. Mr. Luther has been a consultant to the World Bank, OAS, UNDP and a number of other national and international organizations and sits on the Boards of eleven non-profit organizations in the Dominican Republic, the US and Haiti, having been co-founder and President of a number of them. He is also the founder of eight businesses in the Dominican Republic with activities in the construction, bio-fuels, crafts, consulting and financial services, has been named to various Presidential Commissions, represents civil society on several government commissions and is a newspaper columnist.
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