BayHill Capital (OTCBB: BYHL) to Acquire an Agricultural Farm Project in Ghana, West Africa

Tallahassee, FL 1/24/12 (StreetBeat) -- BayHill Capital Corporation (OTCBB: BYHL) announced today their plans to acquire Canola Property Ghana Limited (CPGL) in a reverse merger transaction. CPGL is a private company incorporated in the Republic of Ghana West Africa to lease land and develop agricultural operations.

The share for share exchange will be treated as a reverse merger. Closing of the reverse merger is subject to certain and customary conditions, including the adoption of the merger agreement by both companies and the completion of the private placement of at least $600,000 of BayHill common stock under a planned private placement by BayHill. If consummated, the transaction will result in a change in control of BayHill. The parties may terminate the merger agreement if the merger is not completed by February 29, 2012. In connection with the change of control it is expected that there will also be a change to the board of directors and management of BayHill.

After giving effect to the terms of the merger agreement and immediately following the effective time of the merger, and after giving effect to the issuance of BayHill shares in the planned private placement (assuming the maximum $1,000,000 raise), BayHill expects that it will have issued and outstanding 18,154,841 shares of common stock. Approximately 11,215,000 shares, or 62% will be held by former CPGL stockholders and approximately 12,700,000 shares, or 70%, will be held by former CPGL stockholders, management, directors, and affiliates of BayHill as then configured. The Company expects that shareholders will approve an addition of 3,000,000 shares under the Company's existing Employee Stock Option Plan (the "Plan") which now contains only 300,000 shares authorized, none of which have been granted. The Plan numbers have not been included in the above computations and will only be added upon approval of the shareholders.

After completion of the merger, it is anticipated that the Company will require additional capital to complete production and processing facilities and acquire additional rolling stock and farm equipment as it expands its operations.

CPGL and BayHill have agreed to enter into lock-up and leak-out agreements, which will include registration rights, with prior owners of CPGL and certain individuals who are expected to serve as an officer or director of BayHill following the effective time of the merger. The number of shares subject to such agreements is approximately 12,200,000.

Upon completion of the merger, John M. Knab and John D. Thomas will resign as directors of BayHill, the size of the board of directors will be set at five and will consist of James U. Jensen, and Robert K. Bench, both current BayHill directors, Peter Brincker Moeller and Rene Dyhring Mikkelsen, both associates of CPGL, and one additional board member to be appointed at a later date. Upon completion of the merger, BayHill's management team will consist of Mr. Moeller (Chief Executive Officer), Mr. Bench (Chief Financial Officer), and Mr. Lars Bollerup (Chief Operating Officer). Mr. Torben Soerensen, the CEO of Global Green Capacity Limited ("GGCL"), Mr. David Asiedu, an attorney with the Ghanaian law firm of Oxford and Beaumont, and Mr. Bollerup are presently the directors or CPGL and will continue in those positions for now. GGCL presently holds a majority equity interest in CPGL.

It is expected that the name of the company will be changed to Agricon Global Corporation and that trading will continue over the counter under a new trading symbol.

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