Welcome!

News Feed Item

Way Ventures Inc. Announces Update to Qualifying Transaction With Urban Green Energy

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.

Contacts:
Way Ventures Inc.
Matthew Watson
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director
(250) 888-5356

Urban Green Energy Inc.
Jian Yang
Chief Financial Officer
(917) 475-6453
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Daiya Industry will exhibit at the Japanese Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ruby Development Inc. builds new services in short period of time and provides a continuous support of those services based on Ruby on Rails. For more information, please visit https://github.com/RubyDevInc.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
SYS-CON Events announced today that Yuasa System will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.
The session is centered around the tracing of systems on cloud using technologies like ebpf. The goal is to talk about what this technology is all about and what purpose it serves. In his session at 21st Cloud Expo, Shashank Jain, Development Architect at SAP, will touch upon concepts of observability in the cloud and also some of the challenges we have. Generally most cloud-based monitoring tools capture details at a very granular level. To troubleshoot problems this might not be good enough.
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
Organizations do not need a Big Data strategy; they need a business strategy that incorporates Big Data. Most organizations lack a road map for using Big Data to optimize key business processes, deliver a differentiated customer experience, or uncover new business opportunities. They do not understand what’s possible with respect to integrating Big Data into the business model.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
Enterprises have taken advantage of IoT to achieve important revenue and cost advantages. What is less apparent is how incumbent enterprises operating at scale have, following success with IoT, built analytic, operations management and software development capabilities – ranging from autonomous vehicles to manageable robotics installations. They have embraced these capabilities as if they were Silicon Valley startups. As a result, many firms employ new business models that place enormous impor...
SYS-CON Events announced today that Dasher Technologies will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Dasher Technologies, Inc. ® is a premier IT solution provider that delivers expert technical resources along with trusted account executives to architect and deliver complete IT solutions and services to help our clients execute their goals, plans and objectives. Since 1999, we'v...
SYS-CON Events announced today that Taica will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Taica manufacturers Alpha-GEL brand silicone components and materials, which maintain outstanding performance over a wide temperature range -40C to +200C. For more information, visit http://www.taica.co.jp/english/.
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, will discuss how they b...