|By Marketwired .||
|April 14, 2014 05:42 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 04/14/14 -- 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.
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director
Urban Green Energy Inc.
Chief Financial Officer