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Monday, October 29, 2007
WorldWater & Solar Technologies Corp. Signs Full Merger Agreement with ENTECH, Inc.
Monday October 29, 3:01 am ET
Construction of 50-MegaWatt Plant to Begin Immediately for Spanish Projects
EWING, N.J.--(BUSINESS WIRE)--WorldWater & Solar Technologies Corp. (WWAT), developer and marketer of proprietary high-power solar systems, and ENTECH, Inc. of Keller, Texas, a high- tech supplier of solar technology to NASA for space operations, announced today the execution of an Agreement and Plan of Merger pursuant to which ENTECH will merge with and into a wholly-owned subsidiary of WorldWater. Under the terms of the Agreement and Plan of Merger, WorldWater will pay the following consideration to ENTECH stockholders:
$5 million in cash;
Shares of common stock of WorldWater based on a formula which, assuming a $2.00 per share price of our common stock, would result in issuance to ENTECH stockholders of common stock valued at approximately $39,300,000; and
Earn-out consideration calculated as 5% of WorldWater’s gross revenues determined in accordance with generally accepted accounting principles which will be paid until the accumulated total of such earn-out payments to the ENTECH stockholders equals $5,000,000.
In addition to the consideration to be paid to ENTECH’s stockholders, WorldWater will pay $1.3 million of ENTECH’s liabilities at closing and provide $5 million of working capital to commence the manufacture of the ENTECH 20x concentrator systems for a 50 MegaWatt plant in Spain. As a result of this transaction, it is anticipated that ENTECH’s current stockholders will own approximately 6.6% of the fully-diluted post-transaction common stock of WorldWater upon completion of the merger, which is conditioned upon obtaining the requisite stockholder approval to increase WWAT authorized common stock.
As a WorldWater subsidiary, ENTECH will maintain its identity, location, and business operations in both terrestrial and space solar energy. The Company anticipates that ENTECH will continue to perform its contract work for NASA, the U.S. Department of Defense, and other customers, as well as its internal R&D programs.
Starting immediately, the company will begin construction of a 50 MegaWatt plant in Spain, which is expected to be in full production of the ENTECH 20x concentrator solar systems beginning in the second quarter of 2008. WorldWater has signed a Letter of Intent with the Spanish firm M & G Promociones for installation of ENTECH systems for 10 MW in 2008, 10 MW in 2009, 10 MW in 2010 and 50 MW in each of 2011 and 2012. WorldWater also has signed an agreement with Prime Solar Senergy S.L. of Madrid and Barcelona to represent the company in obtaining further business in the burgeoning Spanish solar market.
“This complex merger has taken considerable time since we signed the original Letter of Intent in July 2006, and I appreciate the patience of our shareholders and employees, but we firmly believe that the transaction will prove to be a pivotal point in our company’s history. Together, we expect to become one of the lowest cost providers of solar energy in the world,” said Quentin T. Kelly, Chairman and CEO of WorldWater & Solar Technologies. “This year, we’ve seen explosive interest and tremendous growth opportunities in large solar installations, particularly in places like Spain and the Southwestern United States, and we are now in a position to take the lead in providing multi-megawatts of electricity for major projects.”
Dr. Walter Hesse, CEO of ENTECH, commented, “With the combined technologies of WorldWater and ENTECH, our solar systems will be capable of generating and delivering electrical and thermal energy on site to our customers at prices that are competitive with retail electric levels. ENTECH’s 20x patented concentrator technology combined with WorldWater’s proprietary control devices allow for the installation of large solar ‘farms’ with greatly reduced requirements for solar cell materials, and decreased reliance on rebates or other incentives for the funding of economically competitive installations.”
Monday, October 15, 2007
Q) I’m hearing from a source that I can’t disclose that the DaVinci-Franklin Fund 1 has money from the CMKX stocks that were sold. I researched it and the chairman is Robert Maheu and lawyer’s group is Stoecklein. Is there any truth to this?
Our investigation suggests you are correct that Bob Maheu and Don Stoecklein are associated with the DaVinci-Franklin Fund 1. There is no evidence that this fund has ever been involved in CMKM Diamonds, Inc. As answered many times in CEO updates and FAQ responses, neither Mr. Maheu nor Mr. Stoecklein are presently involved in any way with CMKM Diamonds, Inc. After extensive research and discovery of bank records, stock records and other documents, there is absolutely not one single shred of evidence to support the suggestion that any funds were ever set aside in any manner or form for CMKM shareholders. The greater portion of all funds that we have identified as money derived from the sale of company issued stock was converted to personal use by past insiders of this Company and not used for the business of the Company. There is no evidence of any profits or revenues from any business activity of the company.
Q) Hope all is well. I’ve heard rumors for years that CMKX did a share swap with PCBM/SRCI. You’ve seen the records....are you able to share whether or not shares were exchanged?
After extensive research into Company records and the 25,000+ pages of information from the NASD investigation of Nev West, we have found no evidence to support any possible share swap of CMKM Diamonds, Inc. stock with that of either PCBM, SRCI or any other entities. There are clearly individuals who were involved in the promotion of both companies and many of the same trading accounts were used to sell the stock of CMKM and PCBM but there is no evidence of any exchange between the companies.
Q) I was reading the Eagletech RICO lawsuit and noticed the term “Operation Uptick”. Apparently it was a huge FBI investigation into illegal security transactions. It states that Eagletech was not unique and this same activity happed to dozens of other companies. The investigation as I understand it is over so should be free to be discussed. Was CMKM involved in “Operation Uptick”?
The Company’s attorney has had many discussions with Eagle Tech’s CEO Rod Young. We have followed Eagle Tech’s case with great interest. There is nothing in any of the records we have examined that indicates CMKM was a part of Operation Uptick. It would not surprise us to learn that some of the individuals responsible for promoting CMKM were involved in Operation Uptick without their knowledge. It is clear to us from the trading records that we find the same people pumping and dumping other stocks as well as CMKM.
Q) After pulling my certs and faxing in a copy to the former CMKM Task Force, I returned my cert to my Roth IRA account. My shares are now showing in my account. Many of us did the same thing for tax reasons. My question is; Am I considered a bona fide shareholder?
Many have asked if they are bona fide shareholders because they hold a certificate. This question cannot be answered completely until our shareholder audit is completed. We believe there may some certificates that are illegal, forged or otherwise invalid. As a general rule, if First Global Stock Transfer issued you a certificate and that certificate is not the result of forgeries or other illegal acts, then you will be a bona fide shareholder.
Q) I would like to know how I can change or add a name to my share certificate. Can you tell me how I would do this?
Any changes in ownership of CMKM Diamonds, Inc. stock must be approved by the President of the Company, Kevin West. If you need to make any such changes, you can call the Frizzell Law Firm at 903-595-1921 with your request and your call will be returned as soon as possible. If your request is deemed valid, confirmation of non-objection to the request will be sent to the Company’s transfer agent and you will then need to call the transfer agent at 702-656-4919 to find out what documentation and fees you will need to forward to them to complete the transaction.
Q) How do I make an address change for my certificated holdings of CMKM Diamonds stock?
All address changes must be made through the Company’s transfer agent which is 1st Global Stock Transfer in Las Vegas. Their phone number is 702-656-4919, or you can mail the request to them using the following address:
1st Global Stock Transfer, LLC
7361 Prairie Falcon Rd Suite 110
Las Vegas, NV 89128
Not an answer to our open letter to Mr Urban Casvant
Stocks-Reporter.com will continue to update you on the “saga” of CMKX.
By Dan Hansen
http://www.Stocks-Reporter.com
Sunday, September 30, 2007
CMKM Diamonds, Inc. shareholders are begging for information! All we want from you, our resigned CEO, Mr. Urban Casavant, is for you to speak to us and tell us the truth. One of your famous quotes was,, “If you are in, you WIN.” Tell us Mr. Casavant, does that sentence still hold true?
For many of you who are not familiar with the CMKX story, here is a short background on the company.
CMKM Diamonds, Inc. is a pink sheet mining company, trading symbol CMKX.PK.
In 2002, the founder of CMKM, Urban Casavant, accumulated about 1.4 million acres of mineral-rights claims in and around Saskatchewan, Canada. This is a place that many believe to be one of the best areas on Earth rich in minerals. Many small and big investors bought into a dream that this company would mine for diamonds and would give us a very good return on our money. An estimated 50,000-60,000 shareholders bought more then 703 billion shares and some say that in addition to that number over a trillion “fake” shares were sold into the market. That adds up to a total of about two hundred million dollars worth of stock just by counting the real shares.
At that time CMKX shares were trading the highest in the history of the stock market.
On Oct. 28, 2005, CMKM Diamonds, Inc. was self-revoked from trading, locking in all the shareholders. Then the company asked from its shareholders to request certificates of CMKM stock and to fax a copy to the company. The main reason for this cert pull was to identify the bona fide shareholders and to distribute CMKM Diamonds, Inc. assets (mainly 45 million Entourage Mining shares and other unknown assets) to its shareholders.
On March 29, 2007, Mr. Casavant resigned from all his posts, including Chairman of the Board, Sole Director, and Secretary of CMKM Diamonds Inc. In the press release that was sent out by the company that day, Mr. Casavant said, “My health issues are forcing my resignation, but I believe that I have finally found the right man to take over at the helm.” “Mr. [Kevin] West has proven his tenacity along with his care and concern for the shareholders of this company over and over again through an extremely difficult time. I want to thank you all for your continued loyalty and trust in spite of no news coming from the company for extremely long periods,” continued Mr. Casavant.
Until today shareholders have never received any Entourage Mining (Symbol: ETGMF) shares that were supposed to be held in trust by Mr. Bob Mahue, who, because of his presence, made shareholders feel very sure and confident about their investment. Now the new CMKM Diamonds, Inc. management claims that they are trying to bring the company back to trading. Kevin West stated, “Once we have cleaned up our current legal matters, add value back into the company and have prepared financials to be audited, it will be my intent to assemble a Corporate Governance and Nominating Committee made up of shareholders to locate, interview and recommend the most highly qualified Board of Directors to lead this company back to trading and into the future.”
The latest update from August 28, 2007 shows that Entourage Mining Ltd. filed a request with the SEC for CMKM Diamonds, Inc. to return the 45,000,000 shares to them.
Mr. Casavant, you left your loyal shareholders high and dry and with so many unanswered questions about their investment. Please talk to us and give us some answers.
Stocks Reporter will continue to update you on the “saga” of CMKX.
By Dan Hansen Stocks-Reporter.com
