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Press release from Business Wire

Octavian Files Supplement to Proxy Circular

Monday, April 16, 2012

Octavian Files Supplement to Proxy Circular18:34 EDT Monday, April 16, 2012 NEW YORK (Business Wire) -- Octavian Advisors, LP, the largest shareholder of EnerCare Inc. (TSX: ECI), which owns approximately 13% of EnerCare's outstanding common shares and has been a shareholder for more than two years, today filed a supplement to its Proxy Circular on SEDAR and sent a letter to its fellow shareholders. “It is abundantly clear that the Board's Chairman – Mr. James Pantelidis – is conducting a process clearly designed to disenfranchise the company's shareholders,” said Richard Hurowitz, Chairman and Chief Executive Officer of Octavian. “Not only has the Board refused Octavian's reasonable request to appoint an independent chair for the upcoming shareholder meeting, but it has also issued a form of proxy that is improper and confusing. EnerCare is now trying to discredit Octavian's perfectly legitimate and clear form of proxy. While we strongly disagree with their analysis, we have decided to further clarify our circular in order to prevent EnerCare from using this manufactured issue to create further confusion.” The full text of the letter appears below: April 16, 2012 PLEASE VOTE THE YELLOW FORM OF PROXY TODAY! Dear Fellow Shareholder: As you know, Octavian Advisors, LP, as investment manager of certain funds managed by it (“Octavian” or “we” or “our”) requested that the Board of Directors of EnerCare Inc. (“EnerCare” or “the company”) appoint a mutually agreed-upon independent chair in order to establish a fair and transparent voting process for the annual and special meeting of shareholders scheduled to be held on April 30, 2012 (the “Meeting”). Unfortunately, EnerCare refused this perfectly reasonable request and the Board's Chairman – Mr. James Pantelidis – is now conducting a process clearly designed to disenfranchise the company's shareholders. First, EnerCare issued a form of proxy that is improper and confusing, as it does not provide an option for shareholders to vote for, or to withhold their vote in respect of, the election of Octavian's highly qualified nominees and could result in a shareholder specifying that his or her shares be voted to elect twelve directors at the Meeting. At the same time, EnerCare has not provided shareholders with any explanation as to how this outcome might be addressed at the Meeting. We are disappointed that EnerCare has so far refused to issue an amended form of proxy to address these issues, including the addition of all voting options required under Canadian law, and we are evaluating all remedies available in these circumstances. EnerCare is now incorrectly and disingenuously claiming that Octavian has not clearly indicated that the election of Octavian's four highly qualified nominees is conditional on shareholders first approving an expansion of EnerCare's Board to ten directors. While we strongly disagree, we have decided to confirm this in the enclosed supplement to our proxy circular dated April 2, 2012 (the “Circular”) in order to prevent EnerCare from using this manufactured issue to create further confusion. We urge you to support Octavian's proposal to expand the Board to ten and elect the four highly qualified Octavian nominees – Beth Horowitz, Graham Senst, T. Richard Turner, and Richard Hurowitz – and six of the current directors named in the Circular. Octavian, which owns 13% of EnerCare's common shares and has been a shareholder for more than two years, is seeking only one Board seat for itself. Our three other candidates are completely independent, highly experienced professionals who have had no prior relationship with Octavian and were identified by an executive search firm for their ability to create value for EnerCare and its shareholders. Please sign, date, and return the enclosed YELLOW form of proxy today. In order for your vote to be eligible, we must receive your proxy in advance of the deadline of 10:00 a.m. (Toronto time) on April 26, 2012. You may do this even if you have previously signed a form of proxy in support of EnerCare's management – the more recent proxy automatically revokes the earlier one. If you have questions about how to complete your YELLOW form of proxy, please call MacKenzie Partners, Inc. at 1-800-322-2885 (toll-free) or 212-929-5500 or e-mail enercare@mackenziepartners.com and they will assist you. Collect calls will be accepted. We thank you for your support and look forward to working together with you to achieve positive change at EnerCare that will increase the value of your investment. Yours sincerely,   “Richard A. Hurowitz”   Chairman and Chief Executive Officer Octavian Advisors, LP This letter contains forward-looking information and statements.Please refer to our proxy circular, as supplemented, which is available at www.ShareholdersForEnerCare.com, for information regarding the risks of such information and statements. * * * About Octavian Advisors, LP Octavian Advisors, LP is a global investment firm with offices in New York and London. The firm focuses on special situations and distressed investments in international markets, and has successfully invested in over 40 countries on six continents. Octavian currently manages approximately $1 billion for leading endowments, foundations, pension funds, family offices and institutions. Cautionary Statement Regarding Forward-Looking Information Certain information in this press release may constitute “forward-looking information”, as such term is defined in applicable Canadian securities legislation, about Octavian's views of the materials circulated to shareholders by Octavian and EnerCare for use in connection with the annual and special meeting of shareholders scheduled to be held on April 30, 2012, as more fully described above and in the supplement to Octavian's proxy circular, and other matters. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. Forward-looking information contained in this press release reflects current expectations or views of Octavian regarding future events, and speak only as of the date of this press release. Such forward-looking information is based on currently available information and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Octavian's course of action would depend upon its assessment of the future considering all information then available. Should any factor affect matters in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in this press release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Octavian will be realized or, even if substantially realized, that they will have the expected consequences. Forward-looking information is provided and forward-looking statements are made as of the date of this press release and except as may be required by applicable law, Octavian disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Investor:Mackenzie Partners, Inc.Larry Dennedy, 212-929-5239ldennedy@mackenziepartners.comorMackenzie Partners, Inc.Charlie Koons, 212-929-5708ckoons@mackenziepartners.comorMedia:Sard Verbinnen & CoJonathan Doorley, 212-687-8080jdoorley@sardverb.com