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Forterra Environmental - Compliance Review Complete

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Puslinch, Ontario, February 10, 2009 - Forterra Environmental Corp. (TSX-V: FTE-V), an emerging leader in the production and sale of premium organic soil-enrichment products based on worm castings, today issued the following statement at the request of the TSX Venture Exchange (TSXV).

Forterra Environmental has been informed by the TSXV that it has concluded a review of the company's affairs and as a result of the review, the TSXV has identified that from June 14, 2007 to June 25, 2008 nine of 22 news releases issued by Forterra failed to comply with the following Exchange Requirements.

  • 1. Appendix 3E of the Corporate Finance Manual which states that news releases must
    • a. "provide sufficient information to allow an investor to place the statements made by the company into full context",
    • b. not contain relative and subjective terms.
  • 2. Section 6.1 of Exchange Policy 3.3 on "Timely Disclosure", which states that "...news releases must contain sufficient detail to enable investors to make informed investment decisions."

The TSXV is not requiring that the company issue clarifying disclosure to address each individual deficiency in the nine news releases identified as it feels that Forterra's subsequent public disclosure has addressed these deficiencies.

The TSXV has indicated to Forterra that these repeated contraventions of Exchange Requirements raised serious concerns regarding the adequacy of the company's internal control procedures regarding news release disclosure. As a result of its concerns, the TSXV required that the company establish a Disclosure Committee and submit a written Disclosure Policy acceptable to the Exchange. Forterra has complied with these requirements.

Forterra's Disclosure Committee consists of Donald Green, Chairman of the Board and Chief Executive Officer; Richard Denyes, President and Chief Operating Officer; David Woolford, Director and a Partner of Cassel Brock and Blackwell LLP; John Gamble, Director and Chair of the Audit Committee, and a consultant; and Richard W. Wertheim, investor and public relations advisor to the company. Mr. Woolford is the Chair of the Disclosure Committee.

The Compliance & Disclosure Department of the TSXV has placed Forterra on Notice to Comply with Exchange Requirements. Any further contraventions of Exchange Requirements may result in a review of the acceptability of each of the Officers and Directors to act as an Officer or Director, or perform any functions similar to those normally performed by an individual occupying the position of Director or Officer, or to be an employee, agent or consultant of an Exchange-listed company.

Clarification of Option Grants

Forterra also confirms that it only granted incentive stock options to purchase a total of 3.55 million common shares last year rather than 3.9 million common shares as previously announced (see July 10, 2008 and July 30, 2008 news releases). The options are exercisable for $0.15 each and will expire on July 9, 2013; one-half of the options vested on January 9, 2009 and the balance will vest on July 9, 2009.

About Forterra Environmental Corp.

Forterra manufactures and markets environmentally friendly soil enhancers, using worm castings, which boost fertility while restoring the soil with organic matter for sustainable, longer-term benefits, including stronger root growth, and drought and pest resistance. Forterra products contain only organic material. They are ideal for golf courses, sports fields, lawn care, parks, nurseries, orchards, and vineyards. Essentially, Forterra uses red wriggler worms to convert organic material into vermicompost or worm castings. Worm castings contain micronutrients, which are required for healthy plant development. Worm castings also contain microbes, which increase the rate at which plants take up available macronutrients and micronutrients. Further information is available on the company's website at www.forterra.com.

The TSX Venture Exchange Inc. has neither approved nor disapproved of the contents of this news release.

For further information:
Investor and Media Relations
Richard W. Wertheim
Wertheim + Company Inc.
Email: wertheim(at)wertheim.ca
Phone: (416) 594-1600
Cell: (416) 518-8479

 
 
 
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