EMISSION REDUCTION PURCHASE AGREEMENT (ERPA) [Chinese translation] Xinjiang Xiangjianfeng Urumqi Dabancheng 200MW Windfarm 1st Phase-49.5MW Project [Chinese translation]
Emission Reduction Purchase Agreement Page 1 of 18
Exhibit 10.19
EMISSION REDUCTION PURCHASE AGREEMENT (ERPA)
[Chinese translation]
Xinjiang Xiangjianfeng Urumqi Dabancheng 200MW Windfarm 1st Phase-49.5MW Project
[Chinese translation]
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 2 of 18
between
(The "Purchaser") [Chinese translation]
ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP) [Chinese translation]
000 Xx. Xxxxxxx xxxxx 000
Xxxxxxxx, XX X0X 0X0
Xxxxxx
Tel: 0000000000 Fax: 0000000000
Email: xxxxxxxxxxx@xxxxxxxx.xxx
President-CEO: Dr. Tri Xx Xxxxxx
and
(the " Seller"), henceforth “PROJECT PROPONENT”
[Chinese translation]
Xinjiang Xiangjianfeng Energy and Technology Development Co., Ltd.
[Chinese translation]
(“Owner”)
Address: Xinjie Building X-00, 00 Xxxxxxxxxxxx Xx, Xxxxxx, Xinjiang
[Chinese translation]
Telephone: 0000-0000000
Mobile: 00000000000
Email: XXXXX@XXX.XXX
Board Chairman: [Chinese translation]/ XXXXX,Xxxxxx
Both parties have agreed to sign the Reduction Emission Purchase Agreement (Agreement) with the following terms and conditions: [Chinese translation]
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 3 of 18
Interpretation and Definitions [Chinese translation] | |
In this Agreement, unless otherwise required by the context, all terms shall have the meaning set forth | |
in the definitions below. | |
[Chinese translation] | |
Agreement: | Means this Emission Reduction Purchase Agreement. [Chinese translation] |
[Chinese translation] | |
Annex B | Means the countries listed in Annex B to the Kyoto Protocol having committed themselves to reduce |
Countries: | or limit their GHG emissions. [Chinese translation] |
[Chinese | |
translation] | |
Annex I | Means the parties to the UNFCCC listed in Annex I thereto (Annex I consists of industrial countries |
Countries: | and countries in transition). [Chinese translation] |
[Chinese | |
translation] | |
Anticipated | Means up to ( ) Certified Emission Reductions (CERs) per annum during the Crediting Period, anticipated |
Emission | be generating by the Project and calculating in accordance with the Kyoto Rules. |
Reduction: | [Chinese translation] |
[Chinese | |
translation] | |
Baseline: | Means the scenario that reasonably represents the anthropogenic emissions of GHG that would occur |
[Chinese | in the Host Country in the absence of the Project, determined in accordance with the Kyoto Rules. |
translation] | [Chinese translation] |
Business Day: | Means a day on which banks are open for general business in China. [Chinese translation] |
[Chinese translation] | |
Carbon | Means a metric measure used to compare the emissions of various GHG based upon their global |
Dioxide | warming potential. [Chinese translation] |
Equivalent: | |
[Chinese | |
translation] | |
Certification: | Means the written confirmation by an Operational Entity of an Emission Reduction resulting from a |
[Chinese | CDM project and having passed the Verification procedure according to the Kyoto Rules. |
translation] | [Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 4 of 18
Certified Emission | Means a unit of Emission Reduction issued pursuant to Article 12 of the Kyoto Protocol and the |
Reduction (CER): | requirements of the Kyoto Rules (including Certification), equal to one metric ton of Carbon |
[Chinese translation] | Dioxide Equivalent resulting from a CDM project. [Chinese translation] |
Clean Development | Means the flexible mechanism established by Article 12 of the Kyoto Protocol providing for Annex I |
Mechanism (CDM): | Countries to implement projects that reduce emissions in non-Annex I Countries in return for |
[Chinese translation] | CERs and assist the non-Annex I Countries in achieving sustainable development |
and contributing to the ultimate objective of the UNFCCC. [Chinese translation] | |
Crediting Period: | Means, until December 31, 2026. [Chinese translation] |
[Chinese translation] | |
Emission Reduction: | Means reduction in emission of GHG achieved, calculated in accordance with the Kyoto Rules. |
[Chinese translation] | [Chinese translation] |
Executive Board: | Means the international authority elected by the representatives of the parties to the Kyoto Protocol |
[Chinese translation] | responsible for monitoring the CDM process. [Chinese translation] |
First Commitment | Means, from 17 , October, 2008 until 31 December, 2012. [Chinese translation] |
Period: | |
[Chinese translation] | |
Force Majeure: | Means any circumstance or condition beyond the control of either party to this Agreement affecting |
[Chinese | the performance of its obligations under this Agreement including in particular wars, insurrection, |
translation] | natural disaster or equivalent circumstances. [Chinese translation] |
Greenhouse | Means the six gases listed in Annex A to the Kyoto Protocol. [Chinese translation] |
Gases (GHG): | |
[Chinese translation] | |
Host Country: | China [Chinese translation] |
[Chinese translation] | |
Kyoto Protocol: | Means the protocol to the UNFCCC adopted at the third conference of the parties to the |
[Chinese translation] | UNFCCC in Kyoto, Japan, on December 11, 1997 |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 5 of 18
Kyoto Rules: | Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the Marrakech Accords, any relevant |
[Chinese translation] | decisions, guidelines, modalities and procedures made pursuant to them and/or any succeeding |
international agreements as amended and/or supplemented from time to time and which include | |
those rules specifically required to be met for the issuing and transfer of CERs./UNFCCC | |
[Chinese translation] | |
Letter of Approval | Means a binding approval of the Project by the Host Country together with an approval of the |
(LOA): | transfer of CERs. [Chinese translation] |
[Chinese translation] | |
Monitoring Report: | Means an annual report to be provided by Owner setting out the total number of Emission Reductions |
[Chinese translation] | generated by the Project during the previous year according to the Kyoto Rules, international |
Monitoring rules and the PDD. [Chinese translation] | |
Monitoring: | Means the collection and record of data allowing the assessment of reductions in GHG emissions resulting |
[Chinese translation] | from the Project conducted in accordance with the Kyoto Rules. [Chinese translation] |
Designated Operational | Means an independent entity accredited by the Executive Board being the executive body for CDM and |
Entity: | inter alias responsible for determining whether a project and the resulting Emission Reductions |
[Chinese translation] | meet the requirements of Article 12 of the Kyoto Protocol. [Chinese translation] |
Project Design Document | Means a detailed description of the Project to be submitted for Validation prepared in accordance with the |
(PDD): | Kyoto Rules, the UFG and the Directive and attached as Annex [iv]. The Purchaser will be |
[Chinese translation] | responsible for providing PDD development for Registration of the Project. [Chinese translation] |
Project: | Means the proposed CDM project described in the PDD and other documents describing the |
[Chinese translation] | implementation and economics of the Project attached in Annex [iii]. [Chinese translation] |
Registration: | Means the official registration of a CDM project by the Executive Board according to the Kyoto Rules. |
[Chinese translation] | [Chinese translation] |
UNFCCC: | Means the United Nations Framework Convention on Climate Change adopted in New York |
on May 9, 1992. [Chinese translation] | |
Unit Price: |
Means the price payable by Purchaser to Project Proponent per Certified Emission Reduction (CER) unit: |
[Chinese translation] | [Chinese translation] |
The purchase unit price paid by EcoloCap Solutions Canada Inc to Chinese Project Proponent for the | |
CER is fixed at 9.5 Euro/CER for the year 2008 to 2012 and a new agreement for purchase unit price |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 6 of 18
will be negotiated for the next two periods of extension. /EcoloCap Solutions Canada Inc 2008- | |
[Chinese translation] | |
For the first payment, a one time amount of 60,000 Euro will be paid to Ecolocap Solutions Inc | |
for the reimbursement to Ecolocap for its advance cash for the costs relating to CDM process. | |
Other expenses will be paid by EcoloCap. [Chinese translation] | |
Term: | Ecolocap Solutions Inc will purchase certified CERs generated by this project for the year 2008 to |
[Chinese translation] | 2012 with options of extension for two other periods of 7 years, the period 2013-2026, |
with the same terms and conditions except for the price which will be renegotiated. | |
[Chinese translation] | |
Validation: | Means the assessment of the PDD, including the Baseline, by an Operational Entity, determining its |
[Chinese translation] | compliance with the Kyoto Rules. [Chinese translation] |
Verification: | Means the periodic independent review and ex post determination of the monitored reductions in GHG |
[Chinese translation] | emissions that the Project has achieved during a specified period of time by an Operational |
Entity in accordance with the Kyoto Rules. The project's owner will be Responsible for providing | |
periodical monitoring. [Chinese translation] |
Unless otherwise specified, references to clauses are clauses of this Agreement, references to legal provisions are references to such provisions as in effect
from time to time, use of a gender includes any gender and use of the plural includes the singular and vice versa where the context requires.
[Chinese translation]
All headings and titles are inserted for convenience only and shall not be deemed part of this Agreement or taken into consideration in its interpretation.
[Chinese translation]
1. | Preamble [Chinese translation] | |
The Project is located on the territory of the Host Country. | ||
[Chinese translation] | ||
2. | Contractual Obligations [Chinese translation] | |
2.1. | Anticipated Emission Reductions [Chinese translation] | |
2.1.1. | Upon Registration of the Project, Purchaser shall endeavor to implement the Project in accordance with the PDD | |
and other documents describing the implementation and economics |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 7 of 18
of the project attached in (Annex iv) at its own risk and expense (Annex ii). It is hereby acknowledged | ||
and agreed between the Parties hereto that Purchaser does not warrant the generation of, and is not | ||
obliged to generate, any CERs, whether by the Project or otherwise. [Chinese translation] | ||
2.1.2. | If the Project generates CERs during the crediting period, Project Proponent shall, to the extent it is legally | |
possible and permissible, exclusively transfer to Purchaser all rights (and, to the extent legally possible | ||
and permissible, legal title) which Project Proponent may have in the Anticipated Emission Reductions. | ||
[Chinese translation] | ||
2.1.3. | Purchaser shall pay to Project Proponent the Unit Price for each Anticipated Emission Reduction generated by the | |
Project and in which the Project Proponent's rights are transferred to Purchaser in accordance with clause 3 below. | ||
[Chinese translation] | ||
2.2. | Emission Reductions generated after the Crediting Period [Chinese translation] | |
If the Project generates any Certified Emission Reductions after the Crediting Period, Purchaser shall enter into | ||
negotiations with Project Proponent with a view to concluding an agreement on the purchase of such Certified | ||
Emission Reductions based on the principles of this Agreement but amended in order to reflect the international | ||
and/or national rules then applicable. [Chinese translation] | ||
3. | Transfer [Chinese translation] | |
Transfer to Purchaser of all the rights (and, to the extent legally possible and permissible, legal title) which Project | ||
Proponent may have in a Certified Emission Reduction shall have occurred upon the transfer of CER’s certificate | ||
from the register of the Executive Board to a register in favor of Purchaser. This transfer shall be made immediately | ||
as soon as the EB officially approve the Project registration. [Chinese translation] | ||
4. | Payment [Chinese translation] | |
4.1. | Payment for Certified Emission Reductions [Chinese translation] | |
4.1.1. | Payment by Purchaser to Project Proponent for the Certified Emission Reductions shall be made within 50 Business | |
Days after the CER’s certificate are delivered to Purchaser. Purchaser shall transfer money into the account of | ||
Project Proponent, after the CER Certificate is issued by the EB following each monitoring realized by the DOE. | ||
[Chinese translation] | ||
4.1.2. | All payments shall be made through the account of Ecolocap which has been registered for the |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 8 of 18
Project when the PDD is submitted to EB for approval. This account is in the EB’s common | ||
account [Chinese translation] | ||
4.1.3. | All payments shall be made in US Dollars. [Chinese translation] | |
4.2. | Costs and Expenses [Chinese translation] | |
4.2.1. | Subject to clause 4.2.2 below, all fees, costs or other expenses in connection with the Registration and the | |
transfer of CERs shall be borne by Purchaser including VAT, if any, according to VAT law applied in | ||
China. [Chinese translation] | ||
4.2.2. | The share of the proceeds from CERs generated by the Project to be used to cover administrative expenses | |
and to assist developing countries that are particularly vulnerable to the adverse effects of climate change | ||
to meet the costs of adaptation according to the Kyoto Rules shall be borne by the Project Proponent. | ||
[Chinese translation] | ||
4.2.3. | The Project Proponent should provide necessary information to the Purchaser for the preparation of | |
documents required for PIN (project idea note), PDD (project design document), the validation, the | ||
verification/certification, and the registration with CDM Executive Board (Annex i). All costs accrued | ||
to each of the Parties in negotiating, preparing executing and carrying into effect of this Agreement, | ||
shall be borne by each of the Parties themselves. [Chinese translation] | ||
5. | Termination and Remedies [Chinese translation] | |
5.1. | Either Party (the "Non-defaulting Party") shall be entitled to terminate this Agreement by written notice | |
to the other Party with immediate effect if any of the following events occurs: | ||
[Chinese translation] | ||
5.1.1. | In case the Project is not register as a valid CDM Project activity with the CDM EB within eighteen (18) | |
months upon execution of the ERPA, (which will be signed not later than three (3) months after the | ||
signature of this term sheet), either party shall have the right to terminate its rights and obligations under | ||
the ERPA. [Chinese translation] | ||
5.1.2. | In any given Contract Period, if the verification of the Project’s CERs is delayed by 90 days or more due | |
to the Project Proponent ’s or Purchaser’s fault and/or misconduct, each of the non-defaulting parties shall | ||
have the right to terminate its rights and obligations under the ERPA. | ||
[Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 9 of 18
5.1.3. | In case the project is not commissioned within eighteen (18) months following the date of the ERPA, | |
each Purchaser shall have the right to terminate its rights and obligations under the ERPA. | ||
[Chinese translation] | ||
5.1.4. | Upon occurrence of an event of default or any other termination event in respect of the Project | |
Proponent or of Purchaser as provided in the ERPA, each of the non-defaulting parties shall have | ||
the right to terminate its rights and obligations under the ERPA. [Chinese translation] | ||
5.2. | Force Majeure [Chinese translation] | |
Should either Party be impeded wholly or in part from fulfilling any of its obligations under the | ||
Agreement for reasons of Force Majeure, such obligation shall be suspended to the extent and for | ||
as long as such obligation is affected by Force Majeure and the impeded Party shall be entitled to | ||
such extension of time as may be reasonably necessary. [Chinese translation] | ||
Either Party shall notify the other Party of the existence and date of beginning of an event of | ||
Force Majeure that is likely to impede its performance under the Agreement within 20 business | ||
days after having obtained knowledge of any such event. Either Party shall likewise advise the other | ||
of the date when such event ended and shall also specify the re-determined time by which the | ||
performance of its obligations hereunder is to be completed. [Chinese translation] | ||
Project Proponent and Purchaser shall consult with each other with a view of determining any | ||
further appropriate action if a condition of Force Majeure is to continue after 20 business days | ||
from the date of giving notice thereof. [Chinese translation] | ||
Neither Party shall be liable for damages or have the right to terminate this Agreement for any delay | ||
in performing hereunder if such delay is caused by Force Majeure; provided, however, that the | ||
non-impeded Party shall be entitled to terminate such part of the Agreement that remains unfulfilled, | ||
if the condition of Force Majeure is to continue after 6 months from the date of giving notice thereof. | ||
[Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 10 of 18
6. | Change in Circumstances [Chinese translation] | |
If any change in circumstances (i.e. a change of scientific basics or applicable standards | ||
relating to the Baseline methodology and/or the applicable criteria for Verification and | ||
Certification of the resulting Emission Reductions) occurs which substantially affects the | ||
Project, the Parties to this Agreement shall enter into negotiations with a view to adapt the | ||
Project and its implementation or any relevant provision of this Agreement, as may be | ||
necessary or useful. A change in circumstances shall in no event be considered substantially | ||
affecting the Project if at least 50% of the Anticipated Emission Reductions can be generated. | ||
[Chinese translation] | ||
The Parties to this Agreement shall cooperate and make their best efforts to enable the | ||
continuation of the Project in accordance with the new circumstances and to achieve the | ||
generation and transfer of the Anticipated Emission Reductions. [Chinese translation] | ||
If any of the documents related to the Project and submitted at any time during the term of | ||
this Agreement fails to be approved by such authority whose approval is required under the | ||
Kyoto Rules or otherwise appears to be non-compliant with any relevant standards or | ||
conditions of the Kyoto Rules, Project Proponent and Purchaser shall discuss whether or not | ||
the relevant documents are to be revised and resubmitted. | ||
[Chinese translation] | ||
7. | Conditions Precedent [Chinese translation] | |
This Agreement shall enter into force upon satisfaction of the following condition precedent: | ||
[Chinese translation] | ||
Conclusion of a binding agreement with the Host Country. | ||
[Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 11 of 18
8. | Miscellaneous [Chinese translation] | |
8.1. | Assignment and Subcontracting [Chinese translation] | |
Because the interests of Project Proponent is paid by Purchaser, Project Proponent shall not, | ||
without the written consent of Purchaser, assign or transfer the Agreement or the benefits or | ||
obligations thereof or any part thereof to any other person. | ||
[Chinese translation] | ||
Purchaser may transfer any of its rights or obligations under the ERPA to any third party | ||
(“assignee”) without consent of Project Proponent. However, Purchaser shall inform Project | ||
Proponent for these transfers if any. Rights and obligations between Purchaser and Project | ||
Proponent remain the same after the transfer. | ||
[Chinese translation] | ||
Within 90 business days before the first commitment period come to an end, both Parties | ||
shall renegotiate to continue the agreement. If over 30 days, starting the day on which the | ||
first commitment period ends, both Parties can not come to an agreement, Project Proponent | ||
has full power to assign the Agreement to any other person without legal ties from Purchaser. | ||
[Chinese translation] | ||
8.2. | Confidentiality and Disclosure [Chinese translation] | |
The Parties shall treat as confidential all information obtained as a result of entering into or | ||
performing this Agreement which relates to the provisions of this Agreement, the | ||
negotiations relating to this Agreement and the subject matter of this Agreement. | ||
[Chinese translation] | ||
No Party shall disclose any such confidential information to any third party, except in those | ||
circumstances where disclosure is required in order to comply with any laws or regulations, | ||
including without limitations of the Kyoto Rules. | ||
[Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 12 of 18
8.3. | Notices [Chinese translation] | |
Any communications to be made under or in connection with this Agreement shall be made | ||
in writing (including by facsimile) to the address or facsimile number, from time to time | ||
designated by the Party to whom the communication is to be made to the other Party for that | ||
purpose. [Chinese translation] | ||
A communication shall only be considered as legal effect if it is posted and confirmed by | ||
both Parties. | ||
8.4. | Entire Agreement [Chinese translation] | |
This Agreement embodies the whole and only agreement of the Parties with respect to the | ||
subject matter hereof, and no prior or contemporaneous oral or written agreement or | ||
understanding shall be deemed to constitute a part of this Agreement, unless expressly | ||
referred to herein, or attached hereto, or specifically incorporated by reference herein. The | ||
Annexes and schedules to this Agreement constitute integral parts of this Agreement and | ||
shall therefore be deemed part of this Agreement. | ||
[Chinese translation] | ||
8.5. | Amendments [Chinese translation] | |
This Agreement may only be amended with the written consent of the Parties hereto. | ||
[Chinese translation] | ||
8.6. | Severability [Chinese translation] | |
If any part or provision of the Agreement is or becomes illegal, void or unenforceable in any | ||
respect, the remaining parts or provisions shall not be affected or impaired. Any deficiency in | ||
the Agreement resulting there from shall be amended by way of interpretation of the | ||
Agreement having due regard to the Parties intent. | ||
[Chinese translation] | ||
8.7. | Governing law [Chinese translation] | |
This Agreement shall be governed and construed in accordance with Chinese law excluding | ||
its rules on conflicts of laws. | ||
[Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 13 of 18
8.8. | Jurisdiction [Chinese translation] | |
Any dispute, claim or controversy arising out of or relating to this agreement will be settled | ||
by arbitration at Hong Kong International Arbitration Center (“HKIAC”) in Hong Kong | ||
under the UNCITRAL Arbitration Rules. The number of arbitrators will be three and the | ||
arbitrators will be appointed in accordance with the UNCITRAL Rules and the HKIAC | ||
Procedures for the Administration of international Arbitration (the “HKIAC | ||
Procedures”).The arbitration proceeding will be administered by HKIAC in accordance with | ||
the HKIAC Procedures. The legal place of the arbitration will be Hong Kong and the | ||
language to be used in the arbitral proceedings will be English. All arbitration costs | ||
(including legal costs) will be borne by the unsuccessful party unless otherwise determined | ||
by the arbitration tribunal. | ||
[Chinese translation] | ||
8.9. | Counterparts [Chinese translation] | |
This Agreement shall be executed in two counterparts with one copy for Project Proponent | ||
and one for Purchaser. If there are any discrepancies between the English and the Chinese | ||
version, the English version will prevail. [Chinese translation] |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 14 of 18
PARTIES TO THE AGREEMENT [Chinese translation]:
WHEREOF the parties have agreed to the terms and conditions of this agreement as outlined above,
this …17th….. (Day) of …Oct.…, 2008, in the presence of: [Chinese translation]:
Purchaser:
DR. TRI XX XXXXXX
President-CEO: Dr. Tri Xx Xxxxxx
Project
Proponent:
XXXXX, XXXXXX
General Director: XXXXX, Xxxxxx
Witness No 1 Witness No 2
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 15 of 18
ANNEX i:
1. The salient features of Xinjiang Xiangjianfeng Urumqi Dabancheng 200MW
Windfarm 1st Phrase 49.5 MW Project
2. Project time schedule:
-
The year 2008:
-
The year 2009:
-
The year 2009 – 2010:;
-
The year 2011:
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 16 of 18
ANNEX ii:
WORK FLOW OF CDM ACTIVITY
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
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ANNEX iii:
SUMMARY OF FEASIBILITY STUDY (FS) AND
ENVIRONMETAL IMPACT ASSESSMENT (EIA)
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 18 of 18
ANNEX iv:
PROJECT DEVELOPMENT DOCUMENT (PDD)
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____