TORONTO, ONTARIO, August 28, 2012. Sprott Power Corp. (TSX: SPZ) ("Sprott Power") today announced that it completed its previously announced public offering of $30,000,000 aggregate principal amount of 6.75% extendible convertible unsecured subordinated debentures (the “Debentures”). The offering was underwritten by a syndicate of underwriters led by Canaccord Genuity Corp. and including TD Securities Inc., National Bank Financial Inc., NCP Northland Capital Partners Inc., Stifel Nicolaus Canada Inc. and Macquarie Capital Markets Canada Ltd. (collectively, the "Underwriters"). A total of 30,000 Debentures were issued at a price of $1,000 per Debenture.
The Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days following the closing of the offering, to purchase up to an additional $4,500,000 aggregate principal amount of Debentures on the same terms. The over-allotment option will be used to cover over-allocations, if any, and for market stabilization purposes.
The net proceeds from the sale of the Debentures will be used to partially finance the proposed acquisition by Sprott Power of all of Shear Wind Inc.’s (TSXV: SWX) ("Shear Wind") issued and outstanding shares by way of plan of arrangement (the “Acquisition”).
Following the completion of the Acquisition, the Debentures will be convertible at the option of the holder into common shares of Sprott Power at a conversion price of $1.30 per share (the “Conversion Price”).
The Debentures will have an initial maturity date of October 15, 2012, extendable at Sprott Power's option to December 31, 2012 (the "Initial Maturity Date"), which will automatically be extended to December 31, 2017 (the "Final Maturity Date") upon completion of the Acquisition. If the Acquisition does not close on or prior to 5:00 p.m. (Toronto time) on the Initial Maturity Date, the maturity date of the Debentures will remain as the Initial Maturity Date and, upon maturity, holders thereof will receive the full amount paid for their Debentures, plus accrued and unpaid interest thereon. The foregoing is a summary of certain terms of the Debentures. The definitive terms and conditions of the Debentures and rights of holders thereof are set forth in the indenture dated August 28, 2012, which is available atwww.sedar.com.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
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.
For more information, please contact:
Jeff Jenner, CA, CBV
President and Chief Executive Officer
Sprott Power Corp.
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 anticipated closing of the Acquisition, cash flows, 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 satisfaction of all conditions of closing, 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, the market for the Debentures, volatility of market price for the Debentures, failure to close the Acquisition, power generation 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 prospectus dated August 21, 2012 and 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.