SonnenEnergy Completes Public Offering; Closes Qualifying Transaction



    
    -   Solar power systems integrator and solar power producer is first
        German company to seek listing on a Canadian stock exchange
    -   Company has more than 100 photovoltaic solar commercial and
        residential systems with more than 4,000 kWp capacity and operates
        four solar parks in Germany
    -   Plans to use offering proceeds to grow business in Europe and other
        markets, including North America
    

    TORONTO, Nov. 26 /CNW/ - SonnenEnergy Corp. (TSXV: PWR.P) (SonnenEnergy),
a Capital Pool Company, today announced that it has closed its previously
announced planned acquisition of all of the shareholding interests in the
capital of SonnenEnergie GmbH, headquartered in Polling, Germany.
    This acquisition constitutes SonnenEnergy's capital pool qualifying
transaction pursuant to the policies of the TSX Venture Exchange Inc. With the
completion of the acquisition of SonnenEnergie GmbH, SonnenEnergy is the first
German-based company to be conditionally approved for listing on a Canadian
stock exchange (subject to meeting all TSX Venture requirements). Upon
issuance of the final exchange bulletin its trading symbol on the TSX Venture
Exchange will change to PWR.
    With the completion of this acquisition, SonnenEnergy Corp. is an
established photovoltaic solar power systems integrator and solar power
producer. SonnenEnergy completed the acquisition through the issuance of
27,500,000 shares from its treasury (at a deemed price of $0.40 per
SonnenEnergy share) in exchange for all of the SonnenEnergie GmbH interests,
placing a value on the transaction of $11.0 million.
    SonnenEnergy also announced the initial closing of its public offering
with the issue of 20,371,400 Units in the capital of SonnenEnergy at $0.50 per
Unit, raising gross proceeds of $10,185,700. Each SonnenEnergy Unit consists
of one common share of SonnenEnergy and a warrant to acquire one SonnenEnergy
Share at a price of $0.80 during the 18-month period following the closing of
this offering. M Partners Inc. acted as lead agent for the offering. On the
initial closing of the offering, SonnenEnergy issued broker warrants to
purchase up to 1,527,855 SonnenEnergy Units at $0.50 per Unit for a period of
up to 18 months. SonnenEnergy has received subscriptions for an additional
3,400,000 Units for additional gross proceeds of $1,700,000. Final closing was
affected by the U.S. Thanksgiving holiday, and is expected to be completed
shortly, when a further 255,000 brokers warrants will be issued.
    SonnenEnergy will use the net proceeds from the Unit offering primarily
to plan and build additional solar parks for its own use and for commercial
sale, as well as for funding its expansion into new markets, further research
and development, sales and marketing, and other working capital purposes.
    With the completion of the qualifying transaction, Sudhir Morar assumes
the position of President and Chief Executive Officer of SonnenEnergy,
succeeding Timothy Gallagher who held the position of President and Chief
Executive Officer of the capital pool company (CPC). Mr. Gallagher and Allan
Grossman, the Chief Financial Officer of the CPC have resigned from the
management team. Wolfgang Bresser, the Chief Financial Officer of
SonnenEnergie, will serve as interim CFO for SonnenEnergy.
    SonnenEnergy's Board of Directors will comprise Jeffrey Dennis, who will
serve as Chairman, Hans Hager, Randall Pilon, Christian Reinert, and Bernard
Wilson. Three directors of the CPC, Stephen Kwok, Matey Nedkov De LaCamp, and
Sudhir Morar, have resigned from the Board of SonnenEnergy.
    "With the successful completion of this financing and the acquisition of
SonnenEnergie, we have taken an exciting step forward to creating a platform
for growth in the rapidly developing and growing solar energy industry," said
Sudhir Morar, Chief Executive Officer. "SonnenEnergy now has more than
100 photovoltaic solar power commercial and residential systems and we operate
four solar parks in southern Germany with total installed capacity of more
than 4,000 kWp. With the capital raised in this public offering we intend to
move forward to grow our business from this base.
    "We have been studying further growth opportunities in Germany, as well
as elsewhere in Europe and in other markets, including North America. The
management team of SonnenEnergy has been working in the renewable energy
industry since the early 1990s and established our current operations in just
the past three years. We believe that the opportunities to create value for
our company and its investors will prove truly exciting in the years ahead,"
said Mr. Morar.

    About SonnenEnergy

    SonnenEnergy Corp. is a solar power systems integrator and solar power
producer. The company markets, sells, designs, installs, operates, and
maintains grid-connected solar power systems and has installed more than
100 photovoltaic (PV) solar power commercial and residential systems since
2004. Its European operations are headquartered in Polling, Germany and it
operates four solar parks in southern Germany (three that it built and
maintains for commercial customers and one that it operates for its own
account) which have total installed capacity of more than 4,000 kWp.

    Forward-Looking Statements

    Forward-looking statements in this news release are based on current
expectations that are subject to significant risks and uncertainties. Actual
results might differ materially due to various risks and uncertainties as
described in the company's amended and restated preliminary prospectus
available at www.sedar.com. Such risks and uncertainties include, but are not
limited to, the retention of key personnel, its dependence on suppliers for
components for the systems that it designs and installs, the availability of
silicon, its ability to expand sales, technology changes, unexpected warranty
expenses or service claims, and its ability to meet its clients' expectations.
SonnenEnergy assumes no obligation to update any forward-looking statement or
to update the reasons why actual results could differ from such statements.

    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved of the
    contents of this press release.

    %SEDAR: 00024825E




For further information:

For further information: Investor and Media Relations: Richard Wertheim,
Managing Partner, Wertheim + Company Inc., (416) 594-1600 (Bus.), (416)
518-8479 (Cell), Email: wertheim@wertheim.ca; or Jeffrey Dennis, Chairman,
SonnenEnergy Corp., (416) 540-2596, Email: jmdennis@sonnenenergy.com

Organization Profile

SONNENENERGY CORP.

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