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Press release from Business Wire

Octavian Advisors Comments on Report from ISS

Tuesday, April 17, 2012

Octavian Advisors Comments on Report from ISS21:29 EDT Tuesday, April 17, 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 responded to the report issued by Institutional Shareholder Services Inc. (“ISS”) regarding Octavian's proposal to expand EnerCare's Board of Directors to ten and add four highly qualified nominees at the annual and special meeting of shareholders scheduled to be held on April 30, 2012. “We are disappointed that ISS has failed to acknowledge the troubling state of affairs at EnerCare. Under the leadership of James Pantelidis, EnerCare's current Board has not only made repeated strategic blunders that have destroyed shareholder value, they have also done everything in their power to entrench themselves and disenfranchise shareholders. It is our strong view – and one that is shared by many of the shareholders with whom we have spoken – that EnerCare shareholders deserve better and immediate action must be taken to get the company back on the right path. If elected, Octavian's highly qualified nominees will be fully committed to acting in the best interests of all shareholders and exploring all potential value creation opportunities – things the current Board has consistently failed to do.” Octavian urges its fellow shareholders to vote their YELLOW form of proxy to elect Octavian's highly qualified nominees – Beth Horowitz, Graham Senst, T. Richard Turner, and Richard Hurowitz – to EnerCare's Board of Directors. Octavian's nominees – three of whom are completely independent and one of whom represents the company's largest shareholder – will represent a minority of the Board and will work for EnerCare shareholders to maximize the value of their investment. For more information on how to vote your YELLOW form of proxy, as well as access to other important materials, please visit www.ShareholdersForEnerCare.com. If you have any questions and/or need assistance in voting your shares, 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. 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 the objectives of Octavian as they relate to EnerCare, the potential impact of certain initiatives on the value of EnerCare shares, the impact of the Octavian Nominees, if elected, on the financial condition, results of operations, business strategies, revenue enhancements, competitive position of EnerCare, the risks related to shareholders' investment in EnerCare if the current board continues to control the direction of EnerCare, 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”, “would”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, EnerCare's future growth potential, its results of operations, future cash flows, the future performance and business prospects and opportunities of EnerCare, the election of the Octavian Nominees, the ability of the Octavian Nominees, if elected, to effect positive change at EnerCare, that the six of the current directors recommended by Octavian for election to EnerCare's Board at the annual and special meeting of shareholders scheduled to be held on April 30, 2012 (the “Management Nominees”) will consent to serve on EnerCare's Board with the Octavian Nominees and the current general regulatory environment and economic conditions remaining unchanged. Forward-looking information contained in this press release reflect current expectations of Octavian regarding future events and operating performance of EnerCare, and speak only as of the date of this press release. Such forward-looking information is based on currently available competitive, financial and economic data and operating plans and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of EnerCare, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Recent events in global financial and credit markets have resulted in abnormally high market volatility and a level of uncertainty not seen in decades. Such uncertainty may continue to impact the global, North American and Canadian economies in unpredictable ways and may impact the results of EnerCare in a manner which is currently impossible to ascertain. Many other factors could also cause EnerCare's actual results, performance or achievements to vary from those expressed or inferred herein, including without limitation, the possibility that the anticipated benefits from the election of the Octavian Nominees cannot be fully realized or may take longer to realize than expected; that the six Management Nominees will not consent to serve on EnerCare's Board with the Octavian Nominees; the ability of EnerCare to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners following the election of the Octavian Nominees; the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; availability of credit and other financing; and the financial markets in general. Many of these risks and uncertainties could affect EnerCare's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking information provided by Octavian. 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 EnerCare 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