TORONTO, June 5, 2023
/CNW/ - Westbridge Renewable Energy Corporation, a Canada-based renewable energy company (TSXV:
WEB) (OTCQX: WEGYF) (FRA: PUQ) ("Westbridge Renewable" or
the "Company") provides supplemental information to its
press release entitled "Westbridge Renewable Reaches Definitive
Agreements with MYTILINEOS to Monetize 1.4 GW Alberta Solar PV
Portfolio" issued on June 1, 2023
(the "Initial Press Release") regarding the entering into of
the arms' length definitive agreements (each a "Share Purchase
Agreement") in connection with the purchase by Metka-EGN Ltd.
("Metka") (a subsidiary of MYTILINEOS Energy & Metals
(RIC: MYTr.AT, Bloomberg: MYTIL.GA, ADR: MYTHY US)
("MYTILINEOS")) of all the issued and outstanding shares of
each of the following subsidiaries of Westbridge: Georgetown Solar Inc.
("Georgetown"), Red Willow
Solar Inc. ("Red Willow"),
Eastervale Solar Inc. ("Eastervale"), Dolcy Solar Inc.
("Dolcy"), and Sunnynook Solar Energy Inc.
("Sunnynook") (collectively, the "SPVs") (the
"Transaction").
The Projects:
The projects of the SPVs are comprised of the following
(collectively, the "Projects"):
- Georgetown - Solar power plant
with a capacity of up to 230MWac (278MWdc) located in Vulcan
County, Alberta (the
"Georgetown Project");
- Sunnynook – Solar power plant with a capacity of up to 280 MWac
(332 MWdc), located in Special Area No. 2, Alberta;
- Dolcy – Solar power plant with a capacity of up to 200 MWac
(246 MWdc), located in the municipal district of Wainwright, Alberta;
- Eastervale – Solar power plant with a capacity of up to 300
MWac (274 MWdc), located in the municipal district of Provost, Alberta; and
- Red Willow – Solar power plant
with a capacity of up to 225 MWac (280 MWdc), located in Stettler
County No. 6, Alberta.
Summary of the
Transaction:
The purchase price ("Purchase Price") in respect of each
SPV is calculated as the product of $167,500 (in respect of the Georgetown Project)
or $165,000 (in respect of the other
Projects) multiplied by the relevant Project's actually installed
maximum solar PV direct current capacity and is subject to standard
working capital and indebtedness adjustments and adjustments in the
event interconnection costs exceed estimates. As of the date
hereof, the aggregate Purchase Price in respect of all of the
Projects is estimated to be between $217,000,000 and $346,000,000. The Purchase Price in respect of
each Share Purchase Agreement is paid as to: (i) a deposit on
execution of the Share Purchase Agreement (representing an
aggregate $6.6 million received to
date by Westbridge), subject to
repayment plus 15% interest thereon if the Projects do not reach
Ready to Build status and the closings do not occur, (ii) up to 95%
on the relevant closing date, and the balance within 30 days after
commercial operation of the relevant Project.
Subject to battery energy storage system commercial operations
being achieved prior to the 6th anniversary of
commercial operation of the relevant Project, Metka will also pay
to Westbridge an amount equal to
the product of $50,000 multiplied by
the MWh of installed capacity of the BESS system.
In addition, in the event a Project qualifies for a clean
technology or clean electricity investment tax credit (an
"ITC"), with or without a BESS system, on or before the
6th anniversary of commercial operation, the Purchase
Price will be adjusted to an amount up to $220,000 multiplied by the MWp of the
Project.
Closing of the purchase and sale of each SPV is conditional
upon, among other things: obtaining approval of the purchase and
sale by Westbridge shareholders,
the TSX Venture Exchange ("TSXV"), and the Alberta Utilities
Commission ("AUC").
Until closing and commercial operation of the Projects,
Westbridge will retain ownership
of the SPVs and will be responsible for the advancement of the
Projects. The anticipated closing dates for each of the Projects
are one in late 2023 and the remainder in 2024.
The sale of the shares of each SPV is not conditional on the
sale of the shares of any other SPVs. Accordingly, the
Transaction is expected to occur in multiple closings as and when
the conditions to satisfy the purchase and sale of the shares of
each SPV are satisfied or waived.
WESTBRIDGE
Westbridge Renewable Energy Corp. originates, develops, and
monetizes best-in-class, utility-scale solar PV projects.
Westbridge has a portfolio of
projects in three key jurisdictions, Canada, the U.S., and the UK. Westbridge plans to deliver attractive,
long-term returns by originating, executing, and developing an
international portfolio of renewable assets for investors and
utilities. Management has a strong track-record with 40+ projects
developed worldwide, obtaining, and executing permits on time and
within budget. As one of the very few listed pure-play Canadian
solar development companies, Westbridge provides its ESG minded investors
with valuable access to greenfield solar projects. This means
Westbridge can invest at the
earliest stage of solar energy development benefiting from the full
value chain as well as the expected wider adoption of renewable
energy going forward. Westbridge
brings together regulators, corporate buyers, and landowners with
the goal of delivering clean, sustainable electricity to end
users.
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
Forward-Looking Statements
Certain information set forth in this press release contains
forward-looking information and statements including, without
limitation, anticipated satisfaction of the conditions to close the
Transaction (including achieving Ready to Build status) and the
timing thereof, power plant and BESS construction, capital
expenditures, commercialization, Project qualification for
investment tax credits, electricity capacities, and management's
business strategy and assessment of future plans and operations
generally. Such forward-looking statements or information are
provided for the purpose of providing information about
management's current expectations and plans relating to the future.
Forward-looking statements or information typically contain
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project", "potential" or
similar words suggesting future outcomes or statements regarding
future performance and outlook. Readers are cautioned that
assumptions used in the preparation of such information may prove
to be incorrect. Events or circumstances may cause actual results
to differ materially from those predicted as a result of numerous
known and unknown risks, uncertainties and other factors, many of
which are beyond the control of Westbridge. Although Westbridge believe that the expectations
reflected in these forward-looking statements are reasonable, undue
reliance should not be placed on them as actual results may differ
materially from the forward-looking statements. Factors that could
cause the actual results to differ materially from those in
forward-looking statements include, but are not limited to, the
inability to satisfy the conditions to closing the Transaction
(including obtaining TSXV, AUC, and AESO approvals and achieving
RTB status), regulatory and permitting risks, changes in laws,
market risks, operating history and competition. The
forward-looking statements contained in this press release are made
as of the date hereof, and Westbridge does not undertake any obligation
to update publicly or revise any forward-looking statements or
information, except as required by law.
SOURCE Westbridge Renewable Energy Corp.
