Greenwich and Xinergy Complete Business Combination

On December 21, 2009, Xinergy Ltd., formerly Greenwich Global Capital Inc., completed its acquisition of Xinergy Corp., a Tennessee corporation, which resulted in a reverse take-over of Greenwich by the shareholders of Xinergy and two corporations (Xinergy Fincos) incorporated to facilitate the acquisition.

The common shares of Xinergy Ltd. began trading on the Toronto Stock Exchange under the symbol XRG on December 24, 2009.

Prior to the effective time of the transaction, Greenwich completed a consolidation of its issued and outstanding common shares on the basis of one new common share for each 19.92 existing common shares of Greenwich and changed its name to Xinergy Ltd.

Prior to the completion of the transaction, the Xinergy Fincos completed the private offering of subscription receipts at a price of $3.50 per subscription receipt for gross proceeds of approximately $66.5 million. The offering was conducted by a syndicate of agents co-led by GMP Securities L.P. and Canaccord Financial Ltd. that included CIBC World Markets Inc. and Cormark Securities Inc. The subscription receipts converted into units of Xinergy Fincos immediately prior to completion of the transaction. Each unit consists of one common share and one half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one additional common share at a price of $4.20 until December 21, 2011.

At the effective time of the transaction, shareholders of Xinergy received one voting or non-voting common share of Greenwich, at the election of the Xinergy shareholder, for each Xinergy common share outstanding. As of December 21, 2009, following completion of the transaction, there were 33,514,529 common shares of Greenwich, of which approximately 1 per cent of the voting common shares are held by former shareholders of Greenwich and 99 per cent of the common shares are held by former shareholders of Xinergy and the investors in the offering.

Cassels Brock & Blackwell LLP acted as counsel to Xinergy in respect of the transaction with a team that included Jay Goldman (securities and mining); Gregory Hogan, Christine Gallo, Alexander Pizale and Angela Chu (securities) and Christopher Norton (tax).

Dorsey & Whitney LLP acted as US counsel to Xinergy with a team that included Randal Jones, Lisa Luebeck, Jon Leptich, John Hollinrake (corporate and securities) and Greg Perry (tax).

McCarthy TĂ©trault LLP acted as counsel to Greenwich in respect of the transaction with a team that included Jean-Philippe Buteau and Philippe Leclerc.

Stikeman Elliott LLP acted as counsel to the agents in the offering with a team that included Maurice Swan, Quentin Markin, Anthony O'Brien and Peter Crawford.


Angela Chu Maurice J. Swan Jay Goldman Christine Gallo Jean-Philippe Buteau Christopher B. Norton Philippe Leclerc Gregory J. Hogan Alexander Pizale Peter A. Crawford Anthony O'Brien