Thursday, April 03, 2008

Planktos Announces Resignation and Release of CEO and Employees

In the continued sinking of the S.S. Planktos, the company website now says that all employees, including Founder Russ George, have resigned and been released from all claims. Further it announces that they have abandoned all work. It's actually pretty interesting reading. Here is a copy, just in case the Planktos site is shut down.

March 31 2008

Russ George, Founder and CEO Resigns: Release and Settlement Agreement

Effective March 3, 2008, the Company's board of directors accepted the resignation of Russ George from the board of directors and accepted his resignation as the Company's chief executive officer, chief financial officer and principal accounting officer.

On February 22, 2008 Planktos Corp. (the "Company"), in concurrence with its wholly owned subsidiary Planktos, Inc., entered into a Settlement and Release Agreement with Russ George, Solar Energy Limited ("Solar"), and Nelson Skalbania for the purposes of separating the services and know how of Russ George, from each of the Company, Planktos, Inc., and Solar (the "Agreement").

The Company is a majority owned subsidiary of Solar. Planktos, Inc. is a wholly owned subsidiary of the Company while D2Fusion, Inc. is a wholly owned subsidiary of Solar. Russ George was formerly the sole executive officer and a director of the Company. Nelson Skalbania is the chief executive officer and a director of Solar.

The Agreement provides that Russ George resign his positions as the Company's chief executive officer, chief financial officer and principal accounting officer, resign from the Company's board of directors and return to Solar for cancellation three million five hundred thousand (3,500,000) shares of Solar that were issued to him for his ownership interest in Planktos, Inc. and D2Fusion, Inc. in exchange for a return to him of the proprietary know-how associated with ocean fertilization concept. Parties to the Agreement further agreed to forego any possible claims against each other and to cooperate in resolving outstanding issues associated with the Company's business.

Effective March 3, 2008, the Company's board of directors appointed Robert Fisher as chief executive officer, chief financial officer and principal accounting officer.

Disposition of Assets

Offer to Purchase (Klimafa) On February 1, 2008 the Company and Planktos, Inc. executed an Offer to Purchase with Dr. David Gazdag to document the sale of Planktos, Inc.'s sixty percent (60%) interest in Klimafa S.A. ("Klimafa"), a company focused on the sequestration of carbon dioxide with the planting of new forests. The disposition closed effective February 21, 2008 with the execution of an Agreement on Transfer of Business Shares.

Dr. Gazdag was formerly a minority interest holder in Klimafa. The Offer to Purchase provides that Planktos, Inc. convey its interest in Klimafa to Dr. Gazdag in exchange for two hundred and fifty thousand dollars ($250,000) in the form of a convertible debenture with a repayment term being the earlier of ten years or Klimafa's generation of cash flow, bearing four percent (4%) per
annum, convertible into sequestered tones of carbon dioxide credits and the right to participate in any new financing arrangements for Klimafa.

Sale of the Weatherbird II

On January 21, 2008, the Company entered into a letter of intent with the St Petersburg Environmental Research Center ("SPERC") to sell its research vessel the Weatherbird II according to certain terms and conditions in exchange for a purchase price of $1,000,000 of which $100,000 was paid on acceptance of the letter of intent. Further to mutual agreement, the terms of the letter of intent were subsequently assigned to Sperc Explorer, Inc. The balance of the purchase price was paid to the Company on February 29, 2008 at which time title to the Weatherbird II passed to Sperc Explorer, Inc.

Other Events

The Company's Board of Directors has decided to abandon any future ocean fertilization efforts that were once intended to restore marine plant life and generate ecological offsets for the global carbon credit market. Due to \widespread opposition to plankton restoration in the environmental world, the Company has encountered serious difficulty in raising the capital needed to fund a series of ocean research trials. The result being that the Company has been forced to let all employees go and will close its Foster City, California office at the end of this month.