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
corporateactions@oympiatrust.com.
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.
Forward-Looking Information
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.