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  • 7/7/2009
  • 6/11/2009

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Advanced Growing Systems, Inc. Announces Binding Letter of Intent to Merge with
enVentive Solutions, Inc.

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Alpharetta GA, July 7th, 2009 - Advanced Growing Systems, Inc. (OTCBB:AGWS); announces today the signing of a binding letter of intent between AGWS and enVentive Solutions, Inc. (ENTV) for the merger of the two companies. AGWS will purchase 100% of the issued and outstanding shares of ENTV in exchange for approximately 85% of AGWS, on a fully diluted basis. An additional 7.5% earn-out provision is available for AGWS shareholders over a 18 month period.

ENTV is a 30 year old “Green Chemistry” company with proforma revenues of over $30,000,000 and EBITDA in excess of $5,000,000. ENTV has a long history of innovation and growth holds over 190 worldwide patents and employs over 100 people. ENTV has been working as the engineer reconstructing the manufacturing processes for Organic Growing Systems, Inc. (OGSI), a subsidiary of AGWS, to increase production capacity to over 200 tons per day. ENTV is also heavily involved in the production of the Organisan II-YS product, which is an adjuvant used in the agricultural marketplace to assist plants in the uptake of nutrients.

“This is the beginning of a new era for AGWS, one that marries ENTV's success in the energy and water treatment markets with the large potential in the organic fertilizer market. In addition, the merger will assist AGWS in achieving a capital structure that will facilitate the goal of moving to a national stock exchange,” states Dan Dunn, Chief Financial Officer of AGWS.

According to Jack Cowan, Chairman and Chief Technology Officer of enVentive, “this transaction will open up the significant agricultural market for the novel products, technologies, and processes that ENTV has developed. Also, we expect to significantly enhance the value of several types of agricultural by-product streams that are currently considered environmental problems by making them useful end products in the organic fertilizer market. Along with these developments, we expect to be able to incrementally improve processing techniques to lower the production cost, improve product quality and consistency, and to provide unique product positioning in the marketplace.”

Chris Nichols, CEO and President of AGWS adds, “enVentive's history of developing polymers, fibers and colloids that offer superior performance in comparison to their synthetic counterparts is a perfect fit for the sustainable agriculture market that we address, Jointly, the combined company is well positioned to take advantage of the many opportunities emerging in the areas of green chemistry and technology.”

In order to receive regular updates on AGWS, please click on the following link:
http://www.b2i.us/irpass.asp?BzID=1435&to=ea&s=0

About AGWS:

Advanced Growing Systems, Inc. (“AGSI” or the “Company”), founded in 2006, is the parent company of Organic Growing Systems, Inc. (a scientifically advanced Organic fertilizer manufacturer) AGSI is dedicated to providing its shareholders significant value and is directly involved in the $48 Billion fertilizer market and the $66 Billion Green Industry. For more information, please visit www.AGSIncorporated.com.

About ENTV:

enVentive Solutions, Inc., formerly Venture Chemicals, Inc., was founded in 1977 as a specialty chemical manufacturer for products used in a variety of industrial markets. For more information, please visit
www.enventives.com

Investor Relations:

Gerald Kieft or Ryan Audin
Wall Street Resources, Inc.
2646 SW Mapp Road, Suite 303
Palm City, Florida 34990
772-219-7525
http://www.wallstreetresources.net

FORWARD LOOKING STATEMENTS:
Statements about AGSI's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as the term is defined in the Private Litigation Reform Act of 1995. AGSI's actual results could differ materially from expected results. AGSI undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comments made within this objective; AGSI will appropriately inform the public.

PRESS RELEASE

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CALGARY, June 11 - enVentive Solutions Inc. (“enVentive” or the “Company”) and HiTech Fluid Systems Ltd. (“HiTech”) are pleased to announce that they are entering into a business combination. Following the business combination, HiTech will retain its name and continue to be led by Jim Paradis, President and Wayne Crosbie, Chief Operating Officer.
HiTech is based in Calgary, Alberta, and was founded in 1999. The company provides quality muds and complimentary chemicals for the drilling of oil and natural gas wells throughout the Western Canadian Sedimentary Basin as well as internationally. HiTech uses a combination of technical knowledge and hands-on experience to design and implement customized drilling fluid programs for horizontal, vertical or deviated wells.
enVentive (formerly known as The Venture Group) is a leading provider of specialty additives and advanced materials for the drilling fluids, water filtration, organic fertilizer and other industrial markets. The Company has a 30 year history of sizeable gross revenues and solid profitability. The Company also has an extensive list of worldwide clients, a strong patent position, and a track record of introducing new technologies into the field.

Through this merger, both enVentive and HiTech are leveraging their long standing relationship to provide a vertically integrated service offering to the drilling fluids market - including the manufacture of chemical additives to the wholesaling of complete fluids systems and retail services in the field. “I am confident that the merger will add significant value to the combined entity”, said Phillip Dignan, CEO of enVentive, “and that the integrated services offering will translate into better service for our clients and broader distribution of its Aphron and other proprietary products.”

HiTech will form the retail portion of enVentive's Energy Division that focuses on drilling fluids for oil and gas companies. Currently, the Energy Division is comprised of three operating units: Venture Chemicals (“Venture”), MASI Technologies (“MASI”) and HiTech. Venture is a specialty chemical company developing specialty drilling fluid additives. MASI incorporates these additives into its AphronICS™ and PolyphronICS™ Drilling Fluids Systems. HiTech then delivers those additives and systems into the field through its retail service offerings.

“We are very pleased to formalize our relationship with enVentive and believe that the Aphron product and technology has the ability to become widely adopted by drillers both domestically and internationally”, said Jim Paradis, President of HiTech. “Our past experience with the Aphron technology has proven very effective for our clients by increasing initial production rates, lowering drilling times, and reducing fluid losses.”

enVentive has developed a portfolio of over 190 patents issued and pending in the drilling fluids arena. Its AphronICS™ technology is unique in that Aphrons are micron sized gas bubbles that provide a self adjusting, variable density within each micro-environment of a borehole. This prevents fluid loss, the need for further fracturing or the need for multiple fluids, thereby contributing to a much higher return on investment. The Aphron technology also increases drilling capabilities, reduces drilling time, and increases production.

In its simple form, the Aphron technology involves the formation and stabilization of extremely small gas bubbles. These bubbles are created by combining surfactants and polymers in drilling fluid and have a wide distribution of sizes, but they are generally under 100 microns in size. Aphrons help seal permeable and fractured wellbore rock during the drilling process, thereby minimizing reservoir damage and fluid loss. Aphrons fill fractures and pores in rocks, creating seals that stop or slow the entry of fluid. With damage to the reservoir minimized, drillers are able to use conventional drilling equipment to complete wells that previously required more expensive drilling methods.

“The addition of Hi Tech completes our offering to our customers. We now have a pipeline to industry that includes concept, research and development, manufacturing, distribution, operations and field service” said Tom Brookey, President of MASI Technologies.

Petersen Capital Corporation served as financial advisor to HiTech on the transaction.

For further information please contact:

Phillip Dignan, CEO
enVentive Solutions Inc.
106 Board Road
Lafayette, LA 70508
USA
Tel: (303) 489-2950
Email: phillip@theventuregroup.biz
Jim Paradis, President
HiTech Fluid Solutions
1800, 505 - 3rd Street SW
Calgary, Alberta T2P 3E6
Canada
Tel: (403) 231-8880
Email: jparadis@hitechfluid.com

 

:: IN THE NEWS ::

July 7, 2009
AGWS announces the signing of a binding letter of intent between AGWS and enVentive...
Read more >>

June 11, 2009
enVentive Solutions and HiTech Fluid Systems announce business combination...
Read more >>

   
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