RENO, Nev., Nov. 20, 2007 (PRIME NEWSWIRE) -- EPOD International Inc. (the "Company," "EPOD") (Pink Sheets:EPOI) (Frankfurt:EDU), a vertically-integrated, solar power utility and electric power systems provider, has signed a reorganization agreement with a newly formed British Columbia, Canada based company, 0805047 B.C. Ltd. ("B.C. Co"). Pursuant to the Agreement, substantially all of the assets of EPOD will be transferred to B.C. Co and all EPOD shares will be exchanged for or replaced with B.C. Co shares on a one for one basis, subject to amendment as agreed among the parties prior to closing. The existing shareholders of EPOD will receive, in replacement for their shares of EPOD, an identical proportion of the outstanding shares of B.C. Co as they hold in EPOD after the closing of the transaction.
The reorganization will result in the dissolution of EPOD, with B.C. Co continuing the business of EPOD, and that of all of EPOD's current subsidiaries, under its new jurisdiction. In accordance with applicable securities laws, the Company has also filed a Form 14C with the SEC in order to effect the transaction. Upon completion of the transaction, B.C. Co will change its name to EPOD Solar Inc.
The convertible debenture financing previously disclosed will continue with B.C. Co, and is scheduled to be completed concurrent with the completion of the Reorganization. Closing is scheduled to occur on or about December 18, 2007. Following the completion of the reorganization, current EPOD shareholders will be shareholders of B.C.Co.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements about EPOD's future expectations, including future revenue, earnings, and transactions, as well as all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. EPOD intends that such forward-looking statements be subject to the safe harbors created thereby. These statements involve risks and uncertainties that are detailed from time to time in the Company's filings with the Securities and Exchange Commission, including, but not limited to, the Company's 10-KSB for year ended December 31, 2006 filed on or about May 4, 2007, as amended by a 10-KSB/A filed on November 15, 2007, and incorporated herein by reference.
About EPOD: EPOD is a Grid-Integrated, eco-power utility and electric power systems provider. The Company's operations include the engineering and construction of turn-key factories for solar panel production and material handling systems. Additionally, the Company has subsidiaries involved in the manufacturing of inverters, rectifiers, energy management systems, and solar panels.
The Company's filings, including current financial reports, can be accessed through the EDGAR database at www.sec.gov.