TORONTO, ONTARIO -- (Marketwire) -- 03/27/13 -- WILDLAW CAPITAL CPC 2 INC. ("Wildlaw Capital" or the "Company") (TSX VENTURE: WLD.P), a capital pool company under the policies of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Suntricity Corporation ("Suntricity"), a manufacturer of solar modules. Pursuant to the LOI, the Company proposes to enter into a transaction with Suntricity, constituting the Company's "qualifying transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy"), whereby the shareholders of Suntricity will become shareholders of the Company (the "Qualifying Transaction"). Approval of the LOI has been received from the board of directors of the Company and the board of directors of Suntricity.
Suntricity, a company existing under the laws of the State of Nevada, is a manufacturer of low cost, high-efficiency photovoltaics modules, which convert sunlight directly to electricity. Photovoltaics modules continues to be the largest component of solar market growth in the world. Through the use of patented, reactive inks and simplified manufacturing, Suntricity intends to commercialize the next generation of solar modules to enable massive scalability and bring solar generated energy to 'grid parity' - the price point at which solar energy competes directly with electricity generated from fossil fuels. Suntricity currently has a cooperative research and development agreement with the National Renewable Energy Laboratory, a government-owned, contractor-operated facility funded through the U.S. Department of Energy and a contractual relationship with Kodak's functional printing organization for printing on extrusion and coating machines in Rochester, New York.
Completion of the Qualifying Transaction remains subject to a number of conditions, including receipt of necessary Exchange and regulatory approvals, completion of satisfactory due diligence by the Company and Suntricity, completion of definitive legal documentation, including a definitive transaction agreement (the "Definitive Agreement"), and completion of a private placement for minimum gross proceeds of $5 million (the "Private Placement").
Suntricity has an estimated valuation of approximately $28.1 million; however the valuation of Suntricity for purposes of the Qualifying Transaction, remains subject to final determination based partly on completion of the Private Placement. Assuming completion of the minimum Private Placement, it is anticipated that current Wildlaw Capital shareholders, current Suntricity shareholders and subscribers to the Private Placement will hold approximately 3%, 83% and 15% of the common shares of the Company (or resulting issuer), respectively, upon completion of the Qualifying Transaction.
If the Qualifying Transaction is completed, the Company will be engaged in the solar power manufacturing business of Suntricity. The Qualifying Transaction is not a non-arm's length transaction and, therefore, the Company is not required to obtain shareholder approval for the Qualifying Transaction. However, the Company intends to hold a special meeting of shareholders to approve certain matters ancillary to the Qualifying Transaction, including a consolidation of the common shares of the Company, approval of a new stock option plan and a change in its name to Suntricity Holdings Inc. (or such other name as Suntricity may determine). Following execution of the Definitive Agreement, the Company will prepare and file a filing statement in accordance with the CPC Policy, as soon as reasonably practicable.
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