Sprott Power Corp. Completes Acquisition of Shear Wind and Enters into Agreements with New Partner
TORONTO, Nov. 23, 2012 /CNW/ - Sprott Power Corp. (TSX: SPZ) ("Sprott Power") and Shear Wind Inc. (TSXV: SWX) ("Shear Wind") are pleased to announce the closing of their plan of arrangement (the "Arrangement") and the establishment of agreements between Sprott Power and its new partner, Genera Avante Holdings Canada Inc. (together with certain of its affiliates,"GAHC"), for the operation and development of the Shear Wind assets.
The acquisition adds the Glen Dhu Wind Farm, the largest wind farm in Nova Scotia, to Sprott Power's portfolio of assets, increasing its operating assets under management by approximately 80% from 80 MW to 143 MW. The additional operating assets also increase cash flows for Sprott Power. In addition, the Arrangement brings a pipeline of development assets in Alberta, Saskatchewan, New Brunswick and Nova Scotia that are complementary to Sprott Power's existing portfolio of development assets. Sprott Power has partnered with GAHC for the operation and development of the various assets. GAHC forms part of Inveravante, a business conglomerate based in Spain.
"We are extremely pleased about the addition of the Shear Wind assets to our portfolio", stated Mr. Jeff Jenner, President and CEO of Sprott Power. "The operating Glen Dhu wind farm will contribute to the cash flow for the company. We look forward to developing and bringing additional projects to commercial operation with our new partner, Genera Avante".
Payment of the consideration
Sprott Power acquired all of the class A voting common shares of Shear Wind ("Shear Wind Shares") for consideration of $0.2260407 per Shear Wind Share, which is comprised of the base consideration of $0.2213 and the Willow Ridge payment of $0.0047407. For shareholders who held Shear Wind Shares through a broker, the payment of the consideration will be processed through their broker. For shareholders who held their Shear Wind Shares in registered form, the payment of the consideration will be processed after they deposit their share certificates with Olympia Trust Company, the depositary for the Arrangement, in accordance with the instructions in the Letter of Transmittal previously sent. Any questions regarding payment of the consideration, including any request for another form of Letter of Transmittal, should be directed to the depositary via telephone at (403) 261-0900 or (416) 364-8081 or via email at firstname.lastname@example.org.
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.
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 benefits which may accrue to Sprott Power and its shareholders as a result of the Arrangement, the operating and development joint ventures between Sprott Power and GAHC and its subsidiary, cash flows, power generation, growth prospects, business strategy and plans, and objectives of or involving Sprott Power. The forward-looking information is based on certain key expectations and assumptions made by Sprott Power, including expectations and assumptions concerning the availability of capital resources and performance of operating facilities. Although Sprott Power believes 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, potential undisclosed liabilities associated with the Arrangement and integration of the business of Shear Wind, failure to realize the benefits of the Arrangement (including cost synergies, operational efficiencies and added stability of cash flows), power generation and the limited nature of the indemnities in the arrangement agreement and other risks generally attributable to the business of Sprott Power. 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 and "Appendix B - Risk Factors" in Sprott Power's annual information form dated March 26, 2012. The forward-looking information is made as of the date of this press release and Sprott Power does not 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