VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 25, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
NaiKun Wind Energy Group Inc. (TSX VENTURE:NKW) ("NaiKun" or the "Company") and Mr. Joseph Houssian, a director and insider of the Company, are pleased to announce the intention to complete a non-brokered private placement of 10,000,000 units ("Units") at a price of $0.07 per Unit for gross proceeds of $700,000 (the "Offering"). Each Unit shall consist of one common share in the capital of the Company (a "Share") and 0.75 common share purchase warrants (each full common share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Share at an exercise price of $0.10 for a period of five years from the date of issuance.
The Offering is subject to certain conditions including, but not limited to, shareholder approval, the approval of the majority of minority shareholders, the receipt of all necessary approvals (including the approval of the TSX Venture Exchange ("TSX-V")) and compliance with all applicable regulatory requirements. NaiKun intends to close the Offering on or about June 28, 2014.
Mr. Houssian will work with the Company's board of directors (the "Board"), Mike O'Connor (Chief Executive Officer of the Company), and the Company's officers, employees, consultants, suppliers (including Siemens), and staff to complete the project. Mr. Houssian will provide considerable experience, resources and time to develop the Haida Energy Field Project; the first offshore wind project in Canada. He will provide his services at no cost to the Company.
Mr. Houssian has extensive experience in business development, growth, and operations. Mr. Houssian founded Intrawest Corporation ("Intrawest"), a global developer and operator of luxury mountain, golf, and beach resorts. Intrawest's operations and ancillary businesses included Abercombie & Kent, which operates in 100 countries. When sold in 2006, Intrawest employed 25,000 people with annual revenues over $1.5 billion. Currently, Mr. Houssian is Chairman and founder of Intracorp Development, an urban real estate development company and Elemental Energy Inc., a renewable energy development and operating company. He has also served on the boards of Versacold Corporation, Lions Gate Entertainment Corp and BC Hydro.
NaiKun intends to use the net proceeds from the Offering for general corporate purposes, including working capital, to further the development of the Haida Energy Field Project.
In reaching this agreement with Mr. Houssian, Mr. Philip Hughes (Chairman of the Board) stated, "This is a significant day for NaiKun. With Mr. Houssian's commitment of financing, time and resources, we believe our permitted first phase can become a major power source for the numerous LNG projects planned for the northwest of British Columbia."
Upon closing of the Offering, Mr. Houssian, indirectly or directly, will own or control approximately 19.4% of the Shares on a non-diluted basis and 25.8% of the Shares on a fully-diluted basis. As such, the Offering will result in the creation of a new "Control Person" (as such term is defined under the policies of the TSX-V). In accordance with such policies, shareholder approval will be required and sought at the Company's annual and special meeting of shareholders to be held on June 26, 2014.
The participation in the Offering by Mr. Houssian also constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction.
The Company is relying on an exemption from the formal valuation requirement under MI 61-101 by relying on section 5.5(c) of MI 61-101, as neither the Company nor, to the knowledge of the Company after reasonable inquiry, Mr. Houssian has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The information circular at the Company's annual and special meeting of shareholders will include a statement to that effect, and the information circular will include a description of the effect of the Offering on the direct or indirect voting interest of Mr. Houssian.
The Company will be responsible for all of its own expenses in connection with the Offering.
Forward-Looking Information
This news release contains statements which are not current statements or historical facts and are "forward -looking information" within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, contained in this news release constitute forward-looking information. Wherever possible, words such as "plans", "expects" or "does not expect", "budget", "forecasts", "projections", "anticipate" or "does not anticipate", "believe", "intent", "potential", "strategy", "schedule", "estimates" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved and other similar expressions have been used to identify forward-looking information. These forward-looking statements relate to, among other things, the completion of the Offering and the Company's expectations regarding the use of proceeds from the Offering.
Although the forward-looking information in this news release reflects the Company's current beliefs on the date of this news release based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results, performance, achievements, prospects and opportunities, either expressed or implied, will be consistent with such forward-looking information. By its very nature, forward-looking information necessarily involves significant known and unknown risks, assumptions, uncertainties and contingencies that may cause the Company's actual results, assumptions, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward - looking information. These risks and uncertainties include, but are not limited to, the successful closing of the Offering, the receipt of funds from Mr. Houssian, and the successful development of the Haida Energy Field Project. There may be other factors that cause results, assumptions, performance, achievements, prospects or opportunities in future periods not to be as anticipated, estimated or intended.
There can be no assurances that forward-looking information and statements will prove to be accurate, as many factors and future events, both known and unknown could cause actual results, performance or achievements to vary or differ materially, from the results, performance or achievements that are or may be expressed or implied by such forward - looking statements contained in this news release. Accordingly, all such factors should be considered carefully when making decisions with respect to the Company, and prospective investors should not place undue reliance on forward - looking information. The Company assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.