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.
It is contemplated that the Definitive Agreement will be executed by no later than April 30, 2013 and, subject to the satisfaction of all conditions precedent, it is anticipated that the closing of the Qualifying Transaction will occur no later than June 30, 2013. However, there can be no assurance that the Qualifying Transaction will be completed as proposed (or at all).
Trading of the common shares of the Company has been halted by the Exchange and trading will remain halted in accordance with Exchange policies until all required documentation with respect to the Qualifying Transaction has been received and the Exchange is otherwise satisfied that the halt should be lifted.
A press release with further particulars relating to the Qualifying Transaction will follow in accordance with the policies of the Exchange.
Completion of the Qualifying Transaction is subject to a number of conditions, including Exchange acceptance. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. 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 management information circular to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the closing of the Qualifying Transaction and the anticipated benefits from the Qualifying Transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Wildlaw Capital CPC 2 Inc.
Chief Executive Officer
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