|By Marketwired .||
|July 29, 2014 05:28 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/29/14 -- UGE International Ltd. (formerly Way Ventures Inc.) (the "Company") (TSX VENTURE:WAY.P), a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction on July 28, 2014 (as such term is defined in Policy 2.4 of the Corporate Finance Manual (the "Manual") of the TSX Venture Exchange) (the "Exchange") involving the exchange of all of the issued and outstanding securities of UGE Holdings Limited ("UGE"), for securities of the Company. Pursuant to the Qualifying Transaction, the Company issued 8,924,652 common shares and 17,000,000 special warrants (the "Special Warrants") in exchange for all of the issued and outstanding securities of UGE, a leader in renewable energy solutions for global enterprise customers. Each Special Warrant is exercisable for one common share of the Company (the "Common Shares") for no additional consideration provided that upon such exercise, and immediately following the issuance of the Common Shares pursuant to such exercise, at least 20% of the issued and outstanding Common Shares are held by Public Shareholders (as such term is defined in the Manual). Pursuant to pre-existing arrangements with certain employees of UGE, 231,326 common shares have been reserved for issuance to such employees.
The Company has also changed its name to "UGE International Ltd." effective July 24, 2014. The Company anticipates receiving its Final Exchange Bulletin from the TSX Venture Exchange in respect of the closing of the Qualifying Transaction within the next week, following which its common shares will resume trading under the symbol "UG", and it will no longer be considered a Capital Pool Company. On closing of the Qualifying Transaction the Company had a total of 10,044,652 common shares issued and outstanding, and 17,000,000 Special Warrants.
Prior to closing of the Qualifying Transaction, UGE completed a private placement (the "Private Placement") of 1,406,210 shares (the "UGE Financing Shares") with Castel Qihua Hi-Tech Investments Limited ("Castel") for gross proceeds of USD$5,000,000, which were exchanged for 5,159,770 common shares of the Company (the "Castel Acquisition").
Proceeds from the Private Placement are being used as set out in the Final Prospectus of the Company dated July 16, 2014 which can be found on the Company's SEDAR profile at www.sedar.com.
Early Warning Pursuant to National Instrument 62-103
Through the Castel Acquisition, Castel of Unit 710-711, 7/F, East Wing, No. 10 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, became a control person of the Company. Immediately following closing of the Qualifying Transaction, Castel held a total of 5,159,770 Common Shares, being 51.37% of all of the issued and outstanding common shares of the Company on an undiluted basis, though equating to 19.01% upon the conversion of all of the Special Warrants.
In addition, the following individuals (the "Majority Shareholders") became control persons upon closing of the Qualifying Transaction by virtue of their shareholdings in UGE immediately prior to closing:
a. Nicolas Blitterswyk of 160 W End Ave, Apt. 12J, New York, NY 10023, USA holds 551,956 Common Shares, and 2,200,000 Special Warrants which represent 5.5% of the issued and outstanding Common Shares, and which represent 10.17% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants b. Yun Liu of 160 W End Ave, Apt. 12J, New York, NY 10023, USA holds 551,956 Common Shares, and 2,200,000 Special Warrants which represent 5.5% of the issued and outstanding Common Shares, and which represent 10.17% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants; and c. Xiangrong Xie of ChangQingYuan 2nd Zone, A-3-1101, Haidan District, Beijing, China 100195 holds 551,936 Common Shares, and 12,600,000 Special Warrants which represents 5.49% of the issued and outstanding Common Shares, and which represents 48.63% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants.
Castel and each of the Majority Shareholders intend to file a report describing their respective acquisitions with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the CEO of the Company.
Each of the Majority Shareholders purchased their shares of UGE, and Castel purchased the UGE Financing Shares, for investment purposes, and each of the Majority Shareholders or UGE may purchase additional securities of the Company on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors.
The Common Shares held by Castel are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which Castel's securities shall be released as to 25% immediately following the issuance of the Final Exchange Bulletin to be issued in connection with the Qualifying Transaction, and 25% every six months thereafter. In addition, 7,547,830 Common Shares and all 17,000,000 Special Warrants are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which such securities shall be released as to 10% immediately following the issuance of the Final Exchange Bulletin and 15% every six months thereafter.
Josh Arbuckle has resigned as a director of the Company, and Matthew Watson has resigned from his positions as President and Secretary. The Company's board of directors is now comprised of the following individuals: Nicolas Blitterswyk, Crescent Varrone, Matthew Watson, and Arthur Aylesworth. In addition, the board has appointed Nicolas Blitterswyk as Chief Executive Officer, John Michael Barnsley as Chief Financial Officer, and Jian Yang as Chief Operating Officer and Secretary.
UGE is a leading developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries, including several for Fortune 1,000 companies. Leveraging its proprietary technology platform, UGE deploys modular energy systems that solve clients' challenges at the nexus of cost, resiliency and sustainability. From solar and wind systems, to microgrids and off-grid lighting, UGE is the solution provider of choice for enterprise energy challenges.
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.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Company to satisfy the requirements of the Exchange with respect to the Qualifying Transaction; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company may specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this Press Release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
UGE International Ltd.
Chief Financial Officer
+1 (917) 720-5685
UGE International Ltd.
+1 (917) 720-5685