Dye Sensitized Solar Cells (DSSC)

Source: Dyesol.com press release 31 January 2007

Greatcell acquisition adds value to Dyesol IP holdings and grows international network
The Directors of Dyesol Ltd are pleased to announce the completion of the acquisition of 99%(&) of the stock in the Swiss-based Greatcell Solar SA (Greatcell), a company rich in strategic and valuable IP, and international patents, central to the DSC technology. Dyesol group company Sustainable Technologies International Pty Ltd (STI), holder of world-wide rights to the DSC invention, is the acquisition entity. Prior to listing on the ASX, Dyesol Ltd entered into an option agreement to acquire the majority holding of the Swiss company Greatcell Solar SA, controlled by Tulloch Management and Gavin Tulloch.

When undertaking its due diligence on this transaction, Dyesol also decided to acquire the second largest shareholding in Greatcell (48.11%), held by Dr Michael Graetzel, the original inventor of the Dye Solar Cell technology, and Chairman of Dyesol’s Technology Advisory Board.

The Board of Dyesol, in undertaking its due diligence, concluded that:
* The Dyesol group would gain access to valuable and strategic additional IP, in particular patent and application designs, and expertise in production of dyes currently marketed by Dyesol;
* The acquisition gives Dyesol an established corporate platform for operations in Europe, utilising the financial advantages offered through a Swiss-based entity, allowing easier market access to European markets already developed by Greatcell, reducing Dyesol’s market entry costs and improving access to specialised materials sourced out of Europe;
* The closer working relationship between STI and Greatcell will facilitate collaborative programs with EPFL and Professor Graetzel.
* The transaction is in the best interest of the shareholders of Dyesol as it provides significant upside while resulting in a minimal dilution of around 0.5%;
* The acquisition has no impact on the current operating expenses of Dyesol group.
*The expansion of Dyesol group will be facilitated by access to the large pool of expertise in Europe;
* The acquisition brings the Dyesol group closer to the capital and grant markets that have made Europe the centre for solar energy development and application, and increasingly recognise the major advantages of DSC in terms of cost and performance in European conditions.

The due diligence process was concluded in late December and the transfer of shares occurs on 31 January 2007, with an effective date of 1 January 2007. Under the agreement, Dyesol acquired the shares held by Michael Graetzel for a total consideration of
500,000 Dyesol shares. Half of the consideration, 250,000 shares, is subject to 6 months’ voluntary escrow. The remaining 250,000 shares are subject to 12 months’ voluntary escrow and are to be issued after a further 12-month period.
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(&) Under Swiss law Swiss residents must retain a shareholding in any company domiciled in that country. The remaining 1% shareholding in Greatcell Solar SA is held by EPFL and Dr Andreas Luzzi.