Press release from CNW Group
Shear Wind Shareholders Approve Plan of Arrangement and Sprott Power Extends Initial Maturity Date of Convertible Debentures to Allow for Closing
Tuesday, October 09, 2012
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Oct. 9, 2012 /CNW/ - Sprott Power Corp. (TSX: SPZ) ("Sprott Power") and Shear Wind Inc. (TSXV: SWX) ("Shear Wind") are pleased to announce that at the annual and special meeting of Shear Wind shareholders (the "Shareholders") held today, the Shareholders overwhelmingly approved the previously announced plan of arrangement (the "Arrangement") whereby Sprott Power will acquire all of the issued and outstanding shares of Shear Wind.
The resolution approving the Arrangement was approved by approximately 99.97% of the votes cast by Shareholders present in person or represented by proxy at the meeting, and approved by approximately 99.55% of the votes cast by minority Shareholders present in person or represented by proxy at the meeting. On the effective date of the Arrangement, Sprott Power will acquire each Shear Wind common share (the "Shear Wind Shares") for cash consideration of $0.2213, plus an amount equal to: (i) the sum of the amount of any non-refundable cash deposit received by Shear Wind in respect of a proposed sale of the Willow Ridge prospective project (the "Willow Ridge Project"), which sale has not occurred, and the remaining cash deposit made by Shear Wind in connection with the Willow Ridge Project, (ii) less all taxes, costs and expenses; divided by the aggregate number of Shear Wind Shares issued and outstanding.
The Arrangement remains subject to, among other things, the final approval of the Supreme Court of Nova Scotia. The hearing for the final court order to approve the Arrangement is scheduled to take place on October 10, 2012, with the effective date of the Arrangement expected to occur in mid-October 2012.
Full details regarding the terms of the Arrangement are set out in the management information circular of Shear Wind dated September 5, 2012 which is available on SEDAR at www.sedar.com. Further details of the Arrangement are disclosed in the August 8, 2012 joint press release also available on SEDAR.
In conjunction with the Arrangement, Sprott Power completed an offering of $34,500,000 aggregate principal amount of extendible convertible unsecured subordinated debentures (the "Debentures"). The Debentures have an initial maturity date of October 15, 2012. In order to ensure sufficient time to receive all necessary consents to the Arrangement, Sprott Power has elected to exercise its option to extend the initial maturity date to December 31, 2012, which will automatically be extended to December 31, 2017 upon completion of the Arrangement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
About Sprott Power Corp.
Sprott Power is a publicly-traded Canadian-based company dedicated to the development, ownership and operation of renewable energy projects. Through project development efforts, acquisitions, partnerships and joint ventures, Sprott Power provides its shareholders with income and growth from the renewable power generation sector of the energy industry.
About Shear Wind
Founded in 2005, Shear Wind is headquartered in Bedford, Nova Scotia and is engaged in the exploration and development of renewable wind energy properties in Canada.
This press release contains forward-looking information within the
meaning of applicable securities laws. All information and statements
other than statements of historical facts contained in this press
release are forward-looking information. Such statements and
information may be identified by looking for words such as "about",
"approximately", "may", "believes", "expects", "will", "intend",
"should", "plan", "predict", "potential", "project", "anticipate",
"estimate", "continue" or similar words or the negative thereof or
other comparable terminology. Such forward-looking information
includes, without limitation, statements with respect to the
anticipated closing of the Arrangement. The forward-looking information
is based on certain key expectations and assumptions made by Sprott
Power and Shear Wind, including expectations and assumptions concerning
satisfaction of all conditions of closing and absence of exercise of
any termination right. Although Sprott Power and Shear Wind believe
that the expectations and assumptions on which such forward-looking
information is based are reasonable, undue reliance should not be
placed on the forward-looking information since no assurance can be
given that they will prove to be correct. Actual results could differ
materially from those currently anticipated due to a number of factors
and risks. These include, but are not limited to, failure to close the
Arrangement and other risks generally attributable to the business of
Sprott Power and Shear Wind. For additional information with respect to
risks and uncertainties, refer to the risks listed under the headings
"Risk and Uncertainties" in Sprott Power's management's discussion and
analysis of financial results for the period ended December 31, 2011,
"Appendix B - Risk Factors" in Sprott Power's annual information form
dated March 26, 2012, and "Risks and Uncertainties" in Shear Wind's
management discussion and analysis for the six months ended June 30,
2012. The forward-looking information is made as of the date of this
press release and neither Sprott Power nor Shear Wind assume any
obligation to update or revise it to reflect new events or
circumstances, except as required by law.
SOURCE: Sprott Power Corp.
For further information:
Jeff Jenner, CA, CBV
President and Chief Executive Officer
Sprott Power Corp.
416-815-0700 ext. 264
President and Chief Executive Officer
Shear Wind Inc.