VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 5, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Alterra Power Corp. ("Alterra") (TSX:AXY) has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and Raymond James Ltd. pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 4,167,000 common shares in the capital of Alterra (the "Offered Shares") at a price of $6.00 per Offered Share (all amounts in Canadian dollars), for aggregate gross proceeds to Alterra of approximately $25.0 million (the "Bought Deal Financing"). Concurrently, Alterra is conducting a non-brokered private placement of 4,167,000 common shares in the capital of Alterra also at a price of $6.00 per share, for aggregate gross proceeds of approximately $25.0 million (the "Private Placement", and together with the Bought Deal Financing, the "Financings"), resulting in a total of $50.0 million of new share purchases occurring under the Financings. As part of the Private Placement, Ross J. Beaty, Alterra's Executive Chairman and shareholder, has committed that he, or entities controlled by him, will purchase up to 2,682,000 common shares of Alterra, for aggregate gross proceeds to Alterra of up to $16,092,000.
In addition, Alterra has agreed to grant to the underwriters an option to purchase up to an additional 625,050 Offered Shares at a price of $6.00 per Offered Share (the "Over-Allotment Option"), on the same terms and conditions as the Bought Deal Financing, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Bought Deal Financing. The Over-Allotment Option is intended to cover over-allotments, if any, and for market stabilization purposes. In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Bought Deal Financing to Alterra will be approximately $28.8 million.
With the net proceeds from the Financings, Alterra plans to fund pre-construction and development activities for over 850 MW of early-stage wind projects including the Flat Top project, repay all outstanding amounts under Alterra's revolving credit facility (approximately $12.0 million, with such amounts predominantly related to Flat Top), and for general corporate purposes.
Mr. Beaty beneficially owns, directly or indirectly, or exercises control or direction over, an aggregate of 15,104,559 common shares in the capital of Alterra as at October 4, 2016, which represents approximately 32.18% of Alterra's issued and outstanding common shares. Upon completion of the Financings, it is expected that Mr. Beaty will hold up to 32.18% of Alterra's issued and outstanding common shares prior to the exercise of the Over-Allotment Option and up to 31.82% of the issued and outstanding common shares assuming full exercise of the Over-Allotment Option.
The Offered Shares to be issued under the Bought Deal Financing will be offered by way of a short form prospectus in all of the provinces and territories of Canada, other than Quebec, and will also be offered outside of Canada on a private placement basis pursuant to exemptions from registration under applicable securities laws. The Offered Shares have not been registered under the U.S. Securities Act of 1933, as amended, or applicable State securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The Financings are scheduled to close on or about October 26, 2016, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
A copy of the short form prospectus for the offering of Offered Shares in Canada will be available on SEDAR at www.sedar.com. Alternatively, copies of the short form prospectus may be obtained by contacting National Bank Financial Inc. at 130 King Street West, 4th Floor Podium, Toronto, Ontario M5X 1J9, Tel: (416) 869-6534, Fax: (416) 869-1010.
About Alterra Power Corp.
Alterra Power Corp. is a leading global renewable energy company, operating seven power plants totaling 819 MW of generation capacity including British Columbia's largest run-of-river hydro facility and largest wind farm, the recently completed Shannon and Jimmie Creek projects, and two geothermal facilities in Iceland. Alterra owns a 381 MW share of this capacity, generating over 1,700 GWh of clean power annually. Alterra also has an extensive portfolio of exploration and development projects and a skilled team of developers, builders and operators to support its growth plans.
The company trades on the Toronto Stock Exchange under the symbol AXY.
Cautionary Note regarding Forward-Looking Statements and Information
This press release contains "forward-looking statements", within the meaning of Canadian securities legislation, concerning the business, operations and financial performance and condition of Alterra. Forward-looking statements include, but are not limited to, statements with respect to the Financings, including the terms, potential completion and expected closing date of the Financings, the intended participation by certain subscribers in the Financings, the intended use of proceeds of the Financings and whether the Over-Allotment Option will be exercised. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans", or similar terminology.
Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Alterra to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Alterra will operate in the future, including the closing of the Financings, the receipt of stock exchange approval, and anticipated costs. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, satisfaction of the conditions to closing of the Financings, currency fluctuations, the global economic climate, dilution, share price volatility and competition.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Alterra to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the Financings, closing of the Financings and any specific risks relating to the satisfaction of each party's obligations in accordance with the terms of the underwriting agreement governing the offering, the impact of general business and economic conditions, risks related to international operations, government and environmental regulation, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the section entitled "Risk Factors" in the short form prospectus supplement of Alterra to be filed in Canada in connection with the Financings available on SEDAR at www.sedar.com and "Risks to Alterra" in Alterra's annual report for the financial year ended December 31, 2015 available at www.sedar.com. Although Alterra has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Alterra does not undertake to update any forward looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.