August 10, 2011 at 03:00 AM EDT
Viridis Energy Announces Private Placement of Convertible Notes

Vancouver, BC – August 10, 2011 – Viridis Energy Inc. ("Viridis" or the "Company") (TSXV:

VRD) (OTC: VRDSF.PK), a “Cleantech” manufacturer and distributor of alternative

energy providing biomass fuel to global residential and industrial markets,

announced today that it has arranged a non-brokered,

private placement (the “Private Placement”) of $3,922,000 in a secured

convertible note to Cornwall Investments LLC (“Cornwall”). Cornwall is a US based institutional investor

with an expertise in the hedge fund support and commodities industries that

makes investments in both public and private entities. The transaction is subject to the acceptance

for filing by the TSX Venture Exchange.

The Company previously announced that it raised $3,078,000 in two

tranches of a private investment in public entity (PIPE) transaction in its

news releases dated July 5, 2011 and July 27, 2011, respectively. Taken

together, the aggregate gross proceeds from the previous private placement of units

and this private placement of a convertible note will be $7,000,000. The proceeds from the private placements will

be used for general corporate purposes.

Pursuant to the loan agreement, the amounts owing by the Company

will be evidenced by transferrable secured convertible notes, repayable on or

before that date which is two years from the date of issuance and will bear

interest at the rate of 6% per annum, calculated yearly. The convertible note may be converted at any

time at the option of the Company or Cornwall into Units of the Company, at a

conversion rate of one Unit for each $0.25 of indebtedness owing, to a maximum

of an aggregate 17,627,036 Units. However, the convertible note may not be

converted without the prior approval of the TSX Venture Exchange if, upon such

conversion, Cornwall would hold 20% or more of the issued and outstanding

voting securities.

Each Unit issuable upon conversion of the convertible note will be

comprised of one common share and one-half of a common share purchase warrant,

with each whole warrant exerciseable at $0.40 per share for a period of 24

months from issuance. Notwithstanding

the foregoing, in the event that the Company's common shares trade at a price

of $1.20 or more for a period of 30 consecutive days, the Company may reduce

the exercise period of such warrants by way of written notice, and in such

event the exercise period will be of the first to occur of the following dates:

(a) the later of: (i) 30 days from the date of such written notice; and ii) 30

days from the date on which Cornwall receives the prior approval of the TSX

Venture Exchange to hold 20% or more of the Company's issued and outstanding

voting securities; and (b) the original exercise period.

The convertible note will

be secured by a general security interest in all of the assets of the Company,

which will be subordinated to the existing security interests of the


Commenting on the investment, Chris Robertson, Viridis’ CEO, said,

“Cornwall’s principals have strong backgrounds in the forestry industry and an

in-depth understanding of the wood pellet business. Coupled with their

expertise in commodities, we perceive the decision to increase their investment

in Viridis as an indication of their belief in the prospects for the wood

pellet industry and confidence in Viridis’ management.”

This press release shall not constitute an offer to sell or the

solicitation of an offer to buy, nor shall there be any sale of the securities

in a jurisdiction in which such an offer, solicitation or sale would be





L. Zappulla




Financial Advisors, Inc.







Financial Officer


Energy Inc



Viridis Energy Inc.

Viridis Energy

Inc. (TSXV: VRD) is a publicly traded, "Cleantech" alternative energy

company specializing in the agricultural and wood waste biomass. Located in Vancouver, B.C., Viridis Energy

operates Cypress Pacific Marketing and Okanagan Pellet Company, two

acquisitions in the wood pellet sector, thus providing the company with

vertical integration for distribution and manufacturing.

For more information on Viridis Energy Inc. please

refer to the company website at

Forward-looking Statements

Certain statements in this release are forward-looking statements,

which reflect the expectations of management regarding the Company’s future

operations. Forward-looking statements consist of statements that are not

purely historical, including any statements regarding beliefs, plans,

expectations or intentions regarding the future. Such statements are

subject to risks and uncertainties that may cause actual results, performance

or developments to differ materially from those contained in the statements. No

assurance can be given that any of the events anticipated by the

forward-looking statements will occur or, if they do occur, what benefits the

Company will obtain from them. These forward-looking statements reflect

management’s current views and are based on certain expectations, estimates and

assumptions which may prove to be incorrect. A number of risks and

uncertainties could cause our actual results to differ materially from those

expressed or implied by the forward-looking statements, including: (1) a

continued downturn in general economic conditions in North America and

internationally, (2) the inherent uncertainties associated with the

demand for biofuels, (3) the risk that the Company does not execute its

business plan, (4) inability to finance operations and growth

(5) inability to retain key management and employees, (6) ; an increase in

the number of competitors with larger resources, and (7) other factors beyond

the Company’s control. These forward-looking statements are made as of the date

of this news release and the Company intends to update such forward looking

information in the Company's MD&A in the event that actual results differ

materially from such forward-looking statements contained herein.

Additional information about these and other assumptions, risks and

uncertainties are set out in the “Risks and Uncertainties” section in the

Company’s MD&A filed with Canadian security regulators.


the TSX Venture Exchange nor its Regulation Services Provider (as that term is

defined in the policies of the TSX Venture Exchange) accepts responsibility for

the adequacy or accuracy of this release.


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