Blue Sphere Signs LOI to Acquire Combined 1.28MW Clean Energy Plants in Cortona, Italy

Blue Sphere Corporation, a clean-tech independent power producer that develops, owns and manages alternative energy facilities globally, announced that the Company's wholly owned subsidiary, Eastern Sphere, Ltd, has signed a letter of intent to acquire five clean energy plants that convert vegetable oils into electricity. The five facilities are located on adjoining properties in Cortona, Italy and produce a combined 1.28MW of electricity (collectively, the "Facilities"). Eastern Sphere will acquire the Facilities from Pronto-Verde AG; prior to the closing with the Company, Pronto Verde shall acquire full and undisputed title and ownership of the shares of owned by the five operating entities: B. Energia, s.r.l, Futurgreen, s.r.l, T-power, s.r.l, Bibi, s.r.l. and Silfer Energia, s.r.l. each located in Arezzo, Italy. Each of the operating entities are managed and controlled by Pronto-Verde, AG.

As proposed in the letter of intent, Blue Sphere shall acquire from Pronto Verde a 100% interest in each entity. The proposed acquisition also includes all operating agreements including the remainder of the power purchase agreement (PPA) that is in place with Gestore del Servizi Energetici, S.p.A (GSE). GSE is a state owned company that promotes and supports renewable energy sources in Italy, under a power purchase agreement. The Facilities' PPA runs through December 31, 2027.

The proposed aggregate purchase price for the Facilities is approximately $3,079,215 at the current Euro to Dollar currency conversion rate, or approximately three (3) times EBITDA. The purchase price will be paid in a combination of cash at closing of approximately $2,508,990 and the balance of the purchase price shall be paid through a ten (10) year installment schedule.

Pronto-Verde shall guarantee the annual EBITDA of the Facilities, which is expected to be approximately $1,188,337. The Pronto-Verde financial guarantee shall be further backed by an insurance policy underwritten and issued by a leading insurance provider.

Upon the closing of the transactions, Green Energy, s.r.l. shall operate the facilities for Eastern Sphere and CC Engineering, s.r.l. shall provide the feedstock of vegetable oils under a ten-year contract with Pronto-Verde, AG. Under the supply agreement the supplier shall provide a performance guarantee in the form of a Performance Bond issued by a bank or insurance company satisfactory to Eastern Sphere.

The closing with the Pronto Verde entities is subject to certain conditions including, but not limited to, the completion of due diligence by Eastern Sphere and delivery to Eastern Sphere prior to the execution of definitive agreements, all rights, permits, licenses, approvals and agreements required for the ownership and operation of the facility, including all governmental and regulatory approvals as well as feedstock supply agreements and power purchase agreements for the purchase of the electricity and gas produced by the facility.

Shlomi Palas, the Company's CEO, commented, "We are very excited to have signed another Letter of Intent to acquire these fully operating cogeneration facilities. We continue to move forward in the execution of developing our pipeline of clean energy facilities around the world."

Blue Sphere Corporation