The Transaction will not be non-arm's length transaction for the purposes of the policies of the Exchange.
It is currently anticipated that the board of directors of the resulting issuer will consist of Matthew Watson and Art Aylesworth who are currently directors of Way Ventures, as well as Nick Blitterswyk, Chief Executive Officer and co-founder of UGE, and XiangRong Xie, who has been instrumental in establishing UGE's operations in China, and one more director to be named prior to closing. The current directors of Way Ventures, other than Matthew Watson and Art Aylesworth, will resign upon closing of the Transaction. Messrs Watson and Aylesworth are veterans of successful renewable energy public companies. Mr. Blitterswyk will act as Chief Executive Officer of the Resulting Issuer, while Mr. Yang will act as its Chief Financial Officer, and the Corporate Secretary shall be named prior to completion of the transaction.
Matthew Watson is the current President, Chief Executive Officer, Chief Financial Officer, Secretary and a director of Way Ventures. Mr. Watson has over two decades of business leadership experience including Chief Operating Officer of Carmanah Technologies (TSX: CMH), a provider of solar powered LED lighting products, where he led the operations from start up to world leader with over $63 million in sales and a market capitalization of $150 million. Matthew is currently an active member on several public and private company boards.
Art Aylesworth is an experienced and successful clean technology executive who was recognized as Ernst & Young's 2006 Entrepreneur of the Year, Pacific Region. Mr. Aylesworth is currently the CEO of Light-based Technologies, a private company which develops power electronics for the solid state lighting industry. Prior to Light-based, Mr. Aylesworth was the CEO of other clean technology companies including Carmanah Technologies from 2000 to 2007. Mr. Aylesworth has also been a board member of several technology association boards and other technology companies.
Nick Blitterswyk is the Chief Executive Officer and co-founder of UGE. Nick is a graduate of the University of Calgary and recent winner of its Graduate of the Last Decade award. After graduation he held positions at JPMorgan and AIG while becoming a Fellow of the Society of Actuaries. He then went on to found UGE which he has grown from inception to becoming a leader in small wind. Nick is a frequent speaker on TV and conferences on matters related to small wind, renewable energy, and international business, including working in China. Mr. Blitterswyk will act as a director and the Chief Executive Officer of the resulting issuer.
Jian Yang will act as Chief Financial Officer and Secretary of the resulting issuer. Prior to joining UGE, Jian was in Citibank's energy investment banking group where he worked on multiple transactions ranging from capital raising to mergers and acquisitions totaling $1.6 billion. Jian also worked as a strategy and operations consultant with Deloitte across multiple sectors including real estate, finance, energy, and retail. In addition, Jian has an entrepreneurial background having co-founded and worked on two startup businesses, as well as having international experience having worked in and with colleagues in India, China and Europe. Jian holds a MBA and Masters in International Relations from the University of Chicago and a B.S in Business Administration from Carnegie Mellon University.
XiangRong Xie is a successful entrepreneur who has built businesses in China in the natural resources, tourism, bio-medicine, real estate and clean energy sectors. Government related posts Ms Xie has held include Deputy Director of the Beijing Chamber of Commerce, Chair of the China Chamber of Commerce in Cambodia, Vice President of the Federation of Overseas Chinese, Deputy Director of the Overseas Chinese Federation and Deputy Director of the International Chinese Chamber of Commerce, Hebei Province, among others.
Way Ventures will be seeking a waiver from the Exchange of the requirement to obtain a Sponsor Report. If it is unable to obtain such a waiver, it will seek Sponsorship from an Exchange member firm, and will disclose such an engagement once formalized.
The Transaction is conditional upon, among other things: receiving all necessary regulatory and third party approvals and authorizations, the closing of the Concurrent Financing, completion of the Private Placement, receipt of an independent valuation of UGE if required by the Exchange, receipt and satisfaction by Way Ventures of audited annual financial statements of UGE, approval by each of the board of directors of UGE and Way Ventures, approval by the shareholders of UGE and Way Ventures, if necessary, confirmation of no material adverse change having occurred for either entity prior to close, the completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction, the completion of due diligence satisfactory to each party, obtaining any third party consents necessary, the entering into of satisfactory employment agreements with senior management personnel of the corporation resulting from the Transaction, satisfaction of Way Ventures and UGE with the terms and amounts of "key-person" life insurance policies on senior management personnel; and receipt by the Exchange of a satisfactory Sponsor Report, if required.
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 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.
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director
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