April 19, 2016 - 8:30 AM EDT
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Blue Sphere Signs LOI

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

CHARLOTTE, N.C., April 19, 2016 /PRNewswire/ -- Blue Sphere Corporation (OTCQB: BLSP) (the "Company" or "Blue Sphere"), a clean-tech independent power producer that develops, owns and manages alternative energy facilities globally, announced today 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. 

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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."

About Blue Sphere Corporation

Blue Sphere Corporation, is a diversified independent power producer that develops, owns, and operates clean-tech, waste-to-energy facilities in the United States and abroad. The company primarily converts organic waste into electricity, but also has the ability to generate heat, natural gas and organic byproducts through various technologies. 

Blue Sphere facilities; eliminate waste that would normally be disposed in landfills, reduce greenhouse gas emissions and protect water quality, helping to solve important global environmental issues.

Blue Sphere is headquartered in Charlotte, North Carolina and has operations in the United States and Europe.

For further information about Blue Sphere, please visit the Company's website: www.bluespherecorporate.com.

Forward-Looking Statements
This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties and may change at any time. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors including, without limitation, (i) uncertainties regarding general economic and market conditions, (ii) uncertainties regarding changes in the Clean tech sector, (iii) uncertainties regarding implementation of the Company's business strategy, and (iv) other risk factors as outlined in the Company's periodic reports, as filed with the U.S. Securities and Exchange Commission. As such, there is no assurance that the initiatives described in this press release will be successfully implemented or meet expectations. Forward-looking statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such statements that may become untrue because of subsequent events.

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SOURCE Blue Sphere Corporation

Source: PR Newswire (April 19, 2016 - 8:30 AM EDT)

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