Way Ventures Inc. Announces Update to Qualifying Transaction With Urban Green Energy
14 Aprile 2014 - 11:42PM
Marketwired
Way Ventures Inc. Announces Update to Qualifying Transaction With
Urban Green Energy
TORONTO, ONTARIO--(Marketwired - Apr 14, 2014) - Way Ventures
Inc. ("Way Ventures") (TSX-VENTURE:WAY.P), a Capital Pool Company,
is pleased to provide a progress update of its proposed qualifying
transaction with UGE Holdings Limited ("UGE") previously announced
by press release on September 10, 2013. Pursuant to the letter of
intent entered into on August 16, 2013 UGE, the owner of Urban
Green Energy Inc., Way Ventures and UGE will complete a business
combination (the "Transaction") whereby all of the issued and
outstanding securities of UGE will be exchanged for securities of
Way Ventures. The Transaction is intended to constitute the
Qualifying Transaction of Way Ventures as such term is defined in
Policy 2.4 of the Corporate Finance Manual of the TSX Venture
Exchange (the "Exchange").
UGE has its own purpose-built factory in Hebei, China and has
completed renewable energy projects in over 80 countries around the
world. As a result, UGE will be complying with the Exchange's
proposed Emerging Markets Policy and will be completing the
Qualifying Transaction by way of prospectus. These developments in
the listing process have required additional time to comply
with.
Prior to closing of the Transaction, Way Ventures will complete
a share consolidation (the "Share Consolidation") on the basis of
one post-consolidation common share of Way Ventures in exchange for
every 5 pre-consolidation common shares currently issued and
outstanding bringing the total issued and outstanding common shares
to 1,120,000 on a post-consolidation basis.
Prior to closing of the Transaction, UGE will complete an arm's
length non-brokered private placement of 1,406,210 common shares at
a purchase price of $3.56 per share for aggregate gross proceeds of
USD $5,000,000 (the "UGE Financing") resulting in the issuance of
an additional 5,159,770 common shares of the resulting issuer
(being Way Ventures following completion of the Transaction (the
"Resulting Issuer") after applying the Share Exchange Ratio (as
defined herein).
UGE will transfer all of its currently issued and outstanding
common shares to Way Ventures on the basis of 3.669274 Resulting
Issuer common shares, for every one UGE common share issued and
outstanding (the "Share Exchange Ratio"), resulting in the issuance
by Way Ventures on closing of the Transaction of approximately
20,639,081 common shares, and approximately 25,798,851 common
shares including shares issued pursuant to the UGE Financing. The
total number of Resulting Issuer shares to be issued on closing may
be subject to minor changes as UGE continues to complete additional
minor financings prior to closing of the Transaction.
In the year ended December 31, 2013, UGE had sales of
approximately $5 million and in 2012 had sales of approximately
$4.9 million (audited). As of December 31, 2013, UGE had total
assets of approximately $9 million and long term liabilities of
approximately $8.3 million (audited).
John Michael (Mike) Barnsley is the proposed Chief Financial
Officer of the Resulting Issuer and Jian Yang is the proposed Chief
Operating Officer and Secretary. Mr. Barnsley is currently Chief
Financial officer and Corporate Secretary for Epic Fusion Corp.
("Epic Fusion"), a private company reporting on SEDAR at
www.sedar.com. Mr. Barnsley is a chartered accountant with more
than 25 years of experience in the financial management of public
companies including acting as CFO for Epic Data International Inc.
(2008-2013) the predecessor company to Epic Fusion, and Rainmaker
Entertainment Inc. (1995-2008).
Pursuant to an engagement letter dated November 18, 2013,
Canaccord Genuity Corp. will act as Sponsor (as such term is
defined in the policies of the Exchange) for the Qualifying
Transaction.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
prospectus, management information circular or filing statement to
be prepared in connection with the transaction, any information
released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
An agreement to sponsor should not be construed as any
assurance with respect to the merits of the transaction or the
likelihood of completion.
Way Ventures Inc.Matthew WatsonPresident, Chief Executive
Officer, Chief Financial Officer,Secretary and Director(250)
888-5356Urban Green Energy Inc.Jian YangChief Financial
Officer(917) 475-6453jian.yang@urbangreenenergy.com
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