Welcome!

News Feed Item

UGE International Ltd. (Formerly Way Ventures Inc.) Announces Closing of Its Qualifying Transaction, Name Change, and Financing

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.

About UGE

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.

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
In his session at 20th Cloud Expo, Mike Johnston, an infrastructure engineer at Supergiant.io, discussed how to use Kubernetes to set up a SaaS infrastructure for your business. Mike Johnston is an infrastructure engineer at Supergiant.io with over 12 years of experience designing, deploying, and maintaining server and workstation infrastructure at all scales. He has experience with brick and mortar data centers as well as cloud providers like Digital Ocean, Amazon Web Services, and Rackspace. H...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
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...
SYS-CON Events announced today that Massive Networks 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. Massive Networks mission is simple. To help your business operate seamlessly with fast, reliable, and secure internet and network solutions. Improve your customer's experience with outstanding connections to your cloud.
Given the popularity of the containers, further investment in the telco/cable industry is needed to transition existing VM-based solutions to containerized cloud native deployments. The networking architecture of the solution isolates the network traffic into different network planes (e.g., management, control, and media). This naturally makes support for multiple interfaces in container orchestration engines an indispensable requirement.
Everything run by electricity will eventually be connected to the Internet. Get ahead of the Internet of Things revolution and join Akvelon expert and IoT industry leader, Sergey Grebnov, in his session at @ThingsExpo, for an educational dive into the world of managing your home, workplace and all the devices they contain with the power of machine-based AI and intelligent Bot services for a completely streamlined experience.
Because IoT devices are deployed in mission-critical environments more than ever before, it’s increasingly imperative they be truly smart. IoT sensors simply stockpiling data isn’t useful. IoT must be artificially and naturally intelligent in order to provide more value In his session at @ThingsExpo, John Crupi, Vice President and Engineering System Architect at Greenwave Systems, will discuss how IoT artificial intelligence (AI) can be carried out via edge analytics and machine learning techn...
FinTechs use the cloud to operate at the speed and scale of digital financial activity, but are often hindered by the complexity of managing security and compliance in the cloud. In his session at 20th Cloud Expo, Sesh Murthy, co-founder and CTO of Cloud Raxak, showed how proactive and automated cloud security enables FinTechs to leverage the cloud to achieve their business goals. Through business-driven cloud security, FinTechs can speed time-to-market, diminish risk and costs, maintain continu...
SYS-CON Events announced today that Datera, that offers a radically new data management architecture, has been named "Exhibitor" of 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. Datera is transforming the traditional datacenter model through modern cloud simplicity. The technology industry is at another major inflection point. The rise of mobile, the Internet of Things, data storage and Big...
Existing Big Data solutions are mainly focused on the discovery and analysis of data. The solutions are scalable and highly available but tedious when swapping in and swapping out occurs in disarray and thrashing takes place. The resolution for thrashing through machine learning algorithms and support nomenclature is through simple techniques. Organizations that have been collecting large customer data are increasingly seeing the need to use the data for swapping in and out and thrashing occurs ...
Consumers increasingly expect their electronic "things" to be connected to smart phones, tablets and the Internet. When that thing happens to be a medical device, the risks and benefits of connectivity must be carefully weighed. Once the decision is made that connecting the device is beneficial, medical device manufacturers must design their products to maintain patient safety and prevent compromised personal health information in the face of cybersecurity threats. In his session at @ThingsExpo...
As many know, the first generation of Cloud Management Platform (CMP) solutions were designed for managing virtual infrastructure (IaaS) and traditional applications. But that’s no longer enough to satisfy evolving and complex business requirements. In his session at 21st Cloud Expo, Scott Davis, Embotics CTO, will explore how next-generation CMPs ensure organizations can manage cloud-native and microservice-based application architectures, while also facilitating agile DevOps methodology. He wi...
In his session at @ThingsExpo, Arvind Radhakrishnen discussed how IoT offers new business models in banking and financial services organizations with the capability to revolutionize products, payments, channels, business processes and asset management built on strong architectural foundation. The following topics were covered: How IoT stands to impact various business parameters including customer experience, cost and risk management within BFS organizations.
SYS-CON Events announced today that CA Technologies has been named "Platinum Sponsor" of SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business - from apparel to energy - is being rewritten by software. From planning to development to management to security, CA creates software that fuels transformation for companies in the applic...
From 2013, NTT Communications has been providing cPaaS service, SkyWay. Its customer’s expectations for leveraging WebRTC technology are not only typical real-time communication use cases such as Web conference, remote education, but also IoT use cases such as remote camera monitoring, smart-glass, and robotic. Because of this, NTT Communications has numerous IoT business use-cases that its customers are developing on top of PaaS. WebRTC will lead IoT businesses to be more innovative and address...