It seems the minorities never shy away from trying to secure a...

It seems the minorities never shy away from trying to secure a future for Pinancle, that perenial lost child, this occurred today:-

News Release
For Immediate Release
Revised Agreement between Pinnacle and VRB Power VRB Ltd. on Patent Transfer and Share Cancellation Transaction

Pinnacle VRB Ltd is pleased to announce that the company has entered into a revised Implementation Agreement with its parent VRB Power Systems that replaces the terms of the Implementation Agreement announced July 27, 2004.

Under the terms of the revised Agreement, VRB Power will acquire outright all of the patents to the VRB technology except for the Australian patents. Pinnacle will settle the outstanding debt owed to VRB Power for payment of AUD $100,000 and pursuant to a prospectus offering, VRB Power will offer to sell all of its shares in Pinnacle for AUD $.01 per share on a pro-rata basis to existing Pinnacle shareholders. The detailed points of the proposed transaction are as follows:

1. VRB Power
* Pursuant to a prospectus offering, VRB Power will offer to sell all of its shares in Pinnacle for AUD $.01 per share on a pro rata basis to existing Pinnacle shareholders. The offer will be fully underwritten to purchase the balance of the shares not acquired by Pinnacle shareholders on their pro-rata allotments. The Proceeds from the sale of the Pinnacle stock will be relinquished to Pinnacle as part of the transaction. The effect of this share sale will be that VRB Power will cease to be a shareholder of Pinnacle.

* VRB Power will procure the written resignations of its directors on the Board of Pinnacle.

* Pinnacle will receive 750,000 common shares of VRB Power and 750,000 share purchase warrants with each warrant entitling Pinnacle to acquire an additional common share in VRB Power for a price of $1.15 CAD per share for a period of 1 year. In addition to the usual regulatory hold period of 4 months, all shares will be subject to a contractual hold period as follows: 30% released for sale after 4 months; 50% released for sale after 6 months; 75% released for sale after 9 months; 100% released for sale after 12 months.

2. Pinnacle
* Pinnacle will agree to the termination of the African Licence Agreement under which VRB Power is currently obliged to pay to Pinnacle an annual licence fee of AUD $250,000 for a remaining term of 20 years. Under the terms of the Agreement, VRB Power will be released from it's obligation to pay the fee which became due at the end of May 2004 upon completion of the transaction.

* Pinnacle will settle the outstanding debt owed to VRB Power for payment of AUD $100,000.

* Pinnacle will irrevocably assign to VRB Power, with no retention of rights, all patents relating to the VRB technology except for those in Australia.

Additionally, each party will grant the other a first right of refusal to acquire each others patents (as per the patents contemplated by this transaction) for a 2 year period. Pinnacle shareholders will also be asked to approve a transaction between Pinnacle and Sumitomo Electric Industries, Ltd. of Japan ("SEI") relating to the licence agreement between Pinnacle and SEI dated 14 April 2002 ("the Licence Agreement") whereby SEI is required to pay a royalty calculated as 1.5% of the net sales price for each licensed product supplied by SEI or any sub-licensee until 6 April 2006. In consideration for SEI granting waivers of certain terms of the Memorandum of Agreement signed between Pinnacle and SEI 14 April 2002 which removes restrictions relating to a change in control of Pinnacle, Pinnacle is to waive the obligation of SEI to pay the royalty pursuant to the Licence Agreement from 15 June 2004 until termination on 6 April 2006.

The transaction includes but is not limited to the points outlined above, which will be documented in detail in the notice of meeting to Pinnacle shareholders. The transaction is subject to certain conditions precedent, including Pinnacle obtaining the necessary shareholder approvals required under the Corporations Act and ASX Listing Rules to implement the transaction. It is currently expected that the necessary shareholder resolutions to implement the transaction will be put to a meeting of Pinnacle shareholders in early December 2004. It is also expected that Pinnacle's Annual General Meeting will be held contemporaneously. The shareholder approval documents are currently expected to be available in early November 2004.

To assist Pinnacle shareholders in deciding whether or not to approve the transaction, an independent expert, Benson Partners, has been engaged by the independent directors of Pinnacle to report on the fairness and reasonableness of the transaction. A copy of the report will be included in the information to be sent to Pinnacle shareholders to seek their approval of the transaction.

The next step presumably is the sending out (after ASIC approvals) of a Nortice of Meeting and Independent Experts report. A Fair and Reasonable verdict cannot be guaranteed but it will also be interesting to see if the resolutions look like they need Special status or merely Ordinary status. That will be strong clue to whether the deal will go through.

The one cent offer gives minority holders a chance to average down a fair bit.

It looks like it improves liquidity, gives the aussies a company that can be funded, and allows this excellent technology one last chance of success.

Here's hoping and worth a watch over the period up to Christmas. The meeting date looks like it might miss the 30 November deadline so presumably an extension will need to be sought. Keep watching, and who knows it might become a regular on the boards over the next couple of months.

Oh yes, lets await the usual boot bash. Yawn yawn.