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
DX World EXPO, LLC, a Lighthouse Point, Florida-based startup trade show producer and the creator of "DXWorldEXPO® - Digital Transformation Conference & Expo" has announced its executive management team. The team is headed by Levent Selamoglu, who has been named CEO. "Now is the time for a truly global DX event, to bring together the leading minds from the technology world in a conversation about Digital Transformation," he said in making the announcement.
"Space Monkey by Vivent Smart Home is a product that is a distributed cloud-based edge storage network. Vivent Smart Home, our parent company, is a smart home provider that places a lot of hard drives across homes in North America," explained JT Olds, Director of Engineering, and Brandon Crowfeather, Product Manager, at Vivint Smart Home, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of the 22nd International Cloud Expo, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organizers to pass great deals to gre...
DevOps is under attack because developers don’t want to mess with infrastructure. They will happily own their code into production, but want to use platforms instead of raw automation. That’s changing the landscape that we understand as DevOps with both architecture concepts (CloudNative) and process redefinition (SRE). Rob Hirschfeld’s recent work in Kubernetes operations has led to the conclusion that containers and related platforms have changed the way we should be thinking about DevOps and...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develop...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
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...
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.
"Evatronix provides design services to companies that need to integrate the IoT technology in their products but they don't necessarily have the expertise, knowledge and design team to do so," explained Adam Morawiec, VP of Business Development at Evatronix, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
To get the most out of their data, successful companies are not focusing on queries and data lakes, they are actively integrating analytics into their operations with a data-first application development approach. Real-time adjustments to improve revenues, reduce costs, or mitigate risk rely on applications that minimize latency on a variety of data sources. In his session at @BigDataExpo, Jack Norris, Senior Vice President, Data and Applications at MapR Technologies, reviewed best practices to ...
Widespread fragmentation is stalling the growth of the IIoT and making it difficult for partners to work together. The number of software platforms, apps, hardware and connectivity standards is creating paralysis among businesses that are afraid of being locked into a solution. EdgeX Foundry is unifying the community around a common IoT edge framework and an ecosystem of interoperable components.
"ZeroStack is a startup in Silicon Valley. We're solving a very interesting problem around bringing public cloud convenience with private cloud control for enterprises and mid-size companies," explained Kamesh Pemmaraju, VP of Product Management at ZeroStack, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Large industrial manufacturing organizations are adopting the agile principles of cloud software companies. The industrial manufacturing development process has not scaled over time. Now that design CAD teams are geographically distributed, centralizing their work is key. With large multi-gigabyte projects, outdated tools have stifled industrial team agility, time-to-market milestones, and impacted P&L stakeholders.
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder. Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...