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.

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
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet. In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Akana has announced the availability of version 8 of its API Management solution. The Akana Platform provides an end-to-end API Management solution for designing, implementing, securing, managing, monitoring, and publishing APIs. It is available as a SaaS platform, on-premises, and as a hybrid deployment. Version 8 introduces a lot of new functionality, all aimed at offering customers the richest API Management capabilities in a way that is easier than ever for API and app developers to use.
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Is the ongoing quest for agility in the data center forcing you to evaluate how to be a part of infrastructure automation efforts? As organizations evolve toward bimodal IT operations, they are embracing new service delivery models and leveraging virtualization to increase infrastructure agility. Therefore, the network must evolve in parallel to become equally agile. Read this essential piece of Gartner research for recommendations on achieving greater agility.
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.