Conditional Approval Received
Oceanic Wind receives conditional OK for Elemental deal
2024-09-09 03:51 ET - News Release
Mr. Michael O'Connor reports
CONDITIONAL APPROVAL RECEIVED
Further to the press release dated Aug. 29, 2024, Oceanic Wind Energy Inc. has received TSX Venture Exchange conditional approval to the share purchase agreement with Elemental Energy Inc. for the purchase of the company's subsidiary, Naikun Wind Development Inc. (Devco) for $1.5-million. The purchase price shall be paid by Elemental in three instalments as follows:
- An amount of $550,000 shall be paid to the company on closing.
- An amount of $475,000 shall be paid to the company on the first anniversary of closing.
- An amount of $475,000 shall be paid to the company on the second anniversary of closing.
In addition, Elemental has agreed to finance up to $50,000 of the company's advisory costs (legal and accounting) related to this transaction.
The transaction is considered non-arm's-length transaction as Joe Houssain is a director of Elemental and the company. Mr. Houssain will abstain from voting on the transaction.
This transaction is subject to final approval of the TSX Venture Exchange. In accordance with TSX Venture Exchange Policy 5.3, the TSX-V generally requires shareholder approval of this type of disposition. The TSX-V may accept the written consent of shareholders holding over 51 per cent of the issued securities in lieu of a general meeting of shareholders if the TSX-V is satisfied that the shareholders were fully informed of the proposed transaction.
The company has set Sept. 10, 2024, as the record date for shareholders to vote by written consent. Written consents will be sent to shareholders in the next few days.
We seek Safe Harbor.
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