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SOF Investments, L.P. - Primary Energy Recycling Corporation - Early Warning Report

^{Published on Tuesday, August 25th 2009 at 5:32 GMT, Last Modified on 2009-08-25 05:32:46 by Market Wire}  

 TORONTO, Aug. 25 /CNW/ - On August 24, 2009, Primary Energy Recycling Corporation (TSX: PRI.UN) (the "Company") announced that it had completed a recapitalization transaction (the "Recapitalization") under a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which all of the Company's outstanding 11.75% subordinated notes (the "Subordinated Notes") were converted into common shares of the Company ("Existing Common Shares") on the basis of sixteen (16) Existing Common Shares for every Cdn$2.50 principal amount of Subordinated Notes (being Cdn.$0.156 principal amount per Existing Common Share) and all of the outstanding Existing Common Shares (including those issued on the conversion) were consolidated on the basis of one (1) new common share of the Company (a "New Common Share") for every seventeen (17) Existing Common Shares. As a result of the Recapitalization, SOF Investments, L.P. ("SOF Investments"), which previously held 325,800 Existing Common Shares (representing approximately 1.0% of the Existing Common Shares outstanding prior to the Recapitalization) and Cdn$13,314,500 principal amount of Subordinated Notes, received 85,212,800 Existing Common Shares in exchange for such Subordinated Notes and now holds 5,031,682 New Common Shares, corresponding to approximately 13.24% of the outstanding New Common Shares (based on there being approximately 38,000,000 New Common Shares outstanding post Recapitalization, as disclosed by the Company). The acquisition resulted from the Recapitalization and no consideration was paid by SOF Investments for the exchange. SOF Investments does not own or control any other New Common Shares. SOF Investments may acquire, or acquire control or direction over, additional common shares of the Company or dispose of its existing New Common Shares on the basis of its assessment of market conditions and in compliance with all applicable contractual and securities regulatory requirements. SOF Investments is, however, one of the shareholders that has entered into a non-binding term sheet to provide a standby commitment for the proposed rights offering (the "Proposed Rights Offering") by the Company that was disclosed by the Company, with SOF Investments' proposed commitment being US$25 million. The non-binding term sheet is subject to a number of conditions and the pricing for the Rights Offering has not been set, so at this time there is no way to determine the number, if any, of additional New Common Shares that SOF Investments may acquire from the Company under the Proposed Rights Offering.

For further information: or to obtain a copy of the Early Warning Report filed with this press release: SOF Investments, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022, Tel: (212) 303-1650, Attention: Marc R. Lisker