David Anthony's 21Ventures to take portfolio company. 3GSolar, public in Toronto

Vesta Capital Corp. (TSXV:VES.P)
Announces the Signing of a Letter of
Intent for Its Proposed Qualifying
Transaction
TORONTO, ONTARIO--(Marketwire - Nov. 10, 2008) - Vesta Capital Corp. ("Vesta")
(TSX VENTURE:VES.P) is pleased to announce that on October 30, 2008, it entered into
a letter of intent ("LOI") with 3GSolar, Ltd. ("3G"). The LOI provides that Vesta will
enter into a share exchange transaction with each of 3G's shareholders, which will result
in 3G becoming a wholly-owned subsidiary of Vesta (the "Transaction"). The
Transaction is intended to constitute Vesta's "qualifying transaction" under TSX Venture
Exchange ("TSXV") policies. If the Transaction it successfully completed, it is believed
that 3G would be the first Israel-based business listed on a Canadian stock exchange.
About 3G
3G (formerly, Orionsolar Photovoltaics Ltd.) is a developer of dye solar cell ("DSC")
photovoltaic modules. DSC technology is a cost-effective alternative to silicon and thin
film-based systems, providing a low-cost solar energy solution that produces electricity
efficiently even in low light conditions. 3G focuses its efforts to develop DSC modules to
serve off-grid markets, mainly in developing countries where in excess of two billion
people live without electricity.
3G was incorporated June 24, 2004 under the laws of the State of Israel. Its business
operations are conducted through its facility in Jerusalem, Israel. Upon completion of the
Transaction, it is anticipated that the resulting issuer will be classified as a research and
development issuer by the TSXV.
The issued shares of 3G are owned by thirty-four (34) shareholders. Dr. Jonathan
Goldstein (of Jerusalem, Israel), 3G's founder, its president and a director, owns
approximately 11% of 3G's shares (fully diluted). Seventeen (17) shareholders (including
three 3G employees who own less that 3% of 3G's shares, fully diluted) are individual
Israel residents or Israel corporations controlled by Israel residents, who collectively own
approximately 22% of 3G's shares (fully diluted). The remaining sixteen (16)
shareholders own approximately 66% of 3G's shares (fully diluted). Fifteen (15) of these
remaining shareholders are limited liability companies formed under the laws of
Delaware (U.S.A.) and controlled by U.S. residents, and one (1) shareholder is an Ontario
corporation controlled by a resident of Ontario. Other than Dr. Goldstein, the only
shareholder who holds in excess of 10% of 3G's shares is DG-OSP, LLC, a Delaware
(U.S.A.) limited liability company, controlled by The Quercus Trust (Newport Beach,
California) which owns approximately 17% of 3G's shares (fully diluted).
To date 3G has engaged in the research and development of DSC photovoltaic
technology. 3G employs seventeen (17) professionals at its facility.
3G has provided Vesta with audited financial statements (prepared in accordance with
Israel auditing standards) for the years ended December 31, 2007 and 2006, which
financial statements have been reconciled to Canadian GAAP (both presented in United
States dollars). 3G has also provided unaudited financial statements for the 6 month
period ended June 30, 2008, which financial statements are also being reconciled to
Canadian standards. As at December 31 2007, 3G had total assets of USD$1,514,175 and
total liabilities of USD$202,330. For the year ended December 31, 2007, 3G had a net
loss of USD$967,255 of which USD$741,079 represented R&D expenditures incurred
during the period. As at June 30, 2008, 3G had total assets of USD$1,293,891 and total
liabilities of USD$262,390. For the 6 month period ended June 30, 2008, 3G had a net
loss of USD$655,726 of which USD$289,435 represented R&D expenditures incurred
during the period.
Terms of the Transaction
Vesta is proposing to issue 25,000,00 common shares to holders of 3G shares pro rata
(based on the number of 3G shares held) at a deemed price of $0.40 per share, in
exchange for 100% of the issued shares of 3G. Upon completion of the Transaction,
Vesta will own 100% of 3G. 3G's current business (as heretofore described) will become
the business of the resulting issuer.
The Transaction is subject to a number of conditions including but not limited to: (i) both
3G and Vesta completing their mutual due diligence of one another, which due diligence
is to be completed within 30 days of the date of the LOI, (ii) negotiation of acceptable
definitive share exchange agreement(s) (or other suitable arrangements) between Vesta
and each holder of 3G shares, (iii) receipt of all required regulatory approvals (including
TSXV approval as noted below), and (iv) Vesta raising sufficient additional funds which,
which combined with Vesta's existing funds, will allow it to meet the TSXV's minimum
listing requirements upon completion of the Transaction.